ARTICLE I DEFINITIONS ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
DEPOSITOR
CITIBANK, N.A.,
TRUSTEE
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
MASTER SERVICER AND SECURITIES ADMINISTRATOR
and
EMC MORTGAGE CORPORATION
SPONSOR AND COMPANY
________________________________________
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of October 6, 2006
________________________________________
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates
Series 2006-4
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans to Trustee...................................................78
Section 2.02. Acceptance of Mortgage Loans by Trustee...................................................80
Section 2.03. Assignment of Interest in the Mortgage Loan Purchase Agreement............................82
Section 2.04. Substitution of Mortgage Loans............................................................84
Section 2.05. Issuance of Certificates..................................................................85
Section 2.06. Representations and Warranties Concerning the Depositor...................................86
Section 2.07. [Reserved]................................................................................87
Section 2.08. Purposes and Powers of the Trust..........................................................87
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer...........................................................................89
Section 3.02. REMIC-Related Covenants...................................................................90
Section 3.03. Monitoring of Servicers...................................................................90
Section 3.04. Fidelity Bond.............................................................................92
Section 3.05. Power to Act; Procedures..................................................................92
Section 3.06. Due-on-Sale Clauses; Assumption Agreements................................................93
Section 3.07. Release of Mortgage Files.................................................................93
Section 3.08. Documents, Records and Funds in Possession of Master Servicer To Be Held
for Trustee...............................................................................94
Section 3.09. Standard Hazard Insurance and Flood Insurance Policies....................................94
Section 3.10. Presentment of Claims and Collection of Proceeds..........................................95
Section 3.11. Maintenance of the Primary Mortgage Insurance Policies....................................95
Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and Documents..................96
Section 3.13. Realization Upon Defaulted Mortgage Loans.................................................96
Section 3.14. Compensation for the Master Servicer......................................................96
Section 3.15. REO Property..............................................................................96
Section 3.16. Annual Statement as to Compliance.........................................................97
Section 3.17. Assessments of Compliance and Attestation Reports.........................................98
Section 3.18. Reports Filed with Securities and Exchange Commission....................................100
Section 3.19. The Company..............................................................................110
Section 3.20. UCC......................................................................................110
Section 3.21. Optional Purchase of Defaulted Mortgage Loans............................................110
Section 3.22. Reserved.................................................................................110
Section 3.23. Intention of the Parties and Interpretation..............................................110
Section 3.24. LPMI Policy..............................................................................111
ARTICLE IV
ACCOUNTS
Section 4.01. Protected Accounts.......................................................................112
Section 4.02. [Reserved]...............................................................................113
Section 4.03. [Reserved]...............................................................................113
Section 4.04. Distribution Account.....................................................................113
Section 4.05. Permitted Withdrawals and Transfers from the Distribution Account........................116
Section 4.06. Reserve Fund.............................................................................118
Section 4.07. Class XP Reserve Account.................................................................119
ARTICLE V
CERTIFICATES
Section 5.01. Certificates.............................................................................120
Section 5.02. Registration of Transfer and Exchange of Certificates....................................131
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates........................................134
Section 5.04. Persons Deemed Owners....................................................................134
Section 5.05. Transfer Restrictions on Residual Certificates...........................................135
Section 5.06. Restrictions on Transferability of Certificates..........................................136
Section 5.07. ERISA Restrictions.......................................................................136
Section 5.08. Rule 144A Information....................................................................137
ARTICLE VI
PAYMENTS TO CERTIFICATEHOLDERS
Section 6.01. Distributions on the Group I Certificates................................................139
Section 6.02. Distributions on the Group II Certificates and the Group III Certificates................143
Section 6.03. Allocation of Losses and Subsequent Recoveries on the Group I Certificates...............151
Section 6.04. Allocation of Losses and Subsequent Recoveries on the Group II
Certificates and the Group III Certificates..............................................152
Section 6.05. Cross-Collateralization..................................................................156
Section 6.06. Payments.................................................................................156
Section 6.07. Statements to Certificateholders.........................................................156
Section 6.08. Monthly Advances.........................................................................159
Section 6.09. Compensating Interest Payments...........................................................160
Section 6.10. Distributions on REMIC Regular Interests.................................................160
ARTICLE VII
THE MASTER SERVICER
Section 7.01. Liabilities of the Master Servicer.......................................................162
Section 7.02. Merger or Consolidation of the Master Servicer...........................................162
Section 7.03. Indemnification of the Trustee, the Master Servicer and the Securities
Administrator............................................................................162
Section 7.04. Limitations on Liability of the Master Servicer and Others...............................162
Section 7.05. Master Servicer Not to Resign............................................................164
Section 7.06. Successor Master Servicer................................................................164
Section 7.07. Sale and Assignment of Master Servicing..................................................164
ARTICLE VIII
DEFAULT
Section 8.01. Events of Default........................................................................166
Section 8.02. Successor to Act; Appointment of Successor...............................................168
Section 8.03. Notification to Certificateholders.......................................................169
Section 8.04. Waiver of Defaults.......................................................................169
Section 8.05. List of Certificateholders...............................................................170
ARTICLE IX
CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01. Duties of Trustee and Securities Administrator...........................................171
Section 9.02. Certain Matters Affecting the Trustee and the Securities Administrator...................173
Section 9.03. Trustee and Securities Administrator Not Liable for Certificates or
Mortgage Loans...........................................................................174
Section 9.04. Trustee and Securities Administrator May Own Certificates................................175
Section 9.05. Trustee's and Securities Administrator's Fees and Expenses...............................175
Section 9.06. Eligibility Requirements for Trustee and Securities Administrator........................176
Section 9.07. Insurance................................................................................176
Section 9.08. Resignation and Removal of the Trustee and Securities Administrator......................176
Section 9.09. Successor Trustee and Successor Securities Administrator.................................177
Section 9.10. Merger or Consolidation of Trustee or Securities Administrator...........................178
Section 9.11. Appointment of Co-Trustee or Separate Trustee............................................178
Section 9.12. Federal Information Returns and Reports to Certificateholders; REMIC
Administration...........................................................................179
ARTICLE X
TERMINATION
Xxxxxxx 00.00. Xxxxxxxxxxx Xxxx Xxxxxxxxxx by EMC or its Designee or Liquidation of the
Mortgage Loans...........................................................................182
Section 10.02. Additional Termination Requirements......................................................185
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Intent of Parties........................................................................186
Section 11.02. Amendment................................................................................186
Section 11.03. Recordation of Agreement.................................................................187
Section 11.04. Limitation on Rights of Certificateholders...............................................187
Section 11.05. Acts of Certificateholders...............................................................188
Section 11.06. Governing Law............................................................................189
Section 11.07. Notices..................................................................................189
Section 11.08. Severability of Provisions...............................................................190
Section 11.09. Successors and Assigns...................................................................190
Section 11.10. Article and Section Headings.............................................................190
Section 11.11. Counterparts.............................................................................190
Section 11.12. Notice to Rating Agencies................................................................190
Section 11.13. Effectiveness of Amended and Restated Pooling and Servicing Agreement....................190
APPENDIX
Appendix 1 - Calculation of REMIC I Y Principal Reduction Amounts
Appendix 2 - Calculation of REMIC II Y Principal Reduction Amounts
Appendix 3 - Calculation of REMIC III-A Y Principal Reduction Amounts
Appendix 4 - Definition of REMIC III-B Class LT Principal Reduction Amounts
EXHIBITS
Exhibit A-1 - Form of Class I-A Certificates
Exhibit A-2 - Form of Class I-M Certificates
Exhibit A-3 - Form of Class I-B-1 Certificates and Class I-B-2 Certificates
Exhibit A-4 - Form of Class I-B-3 Certificates
Exhibit A-5-1 - Form of Class R Certificates
Exhibit A-5-2 - Form of Class R-X Certificates
Exhibit A-6 - Form of Class B-IO Certificates
Exhibit A-7 - Form of Class I-XP Certificates
Exhibit A-8 - Form of Class II-A Certificates
Exhibit A-9 - Form of Class II-X Certificates
Exhibit A-10 - Form of Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4,
Class II-B-5, Class II-B-6, Class II-B-7 and Class II-B-8
Certificates
Exhibit A-11 - [Reserved]
Exhibit A-12 - Form of Class II-B-9, Class II-B-10 and Class II-B-11 Certificates
Exhibit A-13 - Form of Class II-XP Certificates
Exhibit A-14 - Form of Class III-A Certificates
Exhibit A-15 - Form of Class III-X Certificates
Exhibit A-16 - Form of Class III-B-1, Class III-B-2 and Class III-B-3 Certificates
Exhibit A-17 - Form of Class III-B-4, Class III-B-5 and Class III-B-6 Certificates
Exhibit B - Mortgage Loan Schedule
Exhibit C - [Reserved]
Exhibit D - Request for Release of Documents
Exhibit E - Form of Affidavit pursuant to Section 860E(e)(4)
Exhibit F-1 - Form of Investment Letter
Exhibit F-2 - Form of Rule 144A and Related Matters Certificate
Exhibit F-3 - Form of Transferor Representation Letter
Exhibit G - Form of Amended and Restated Custodial Agreement
Exhibit H-1 - Bank of America Servicing Agreement
Exhibit H-2 - Chevy Chase Servicing Agreement
Exhibit H-3 - Countrywide Servicing Agreement
Exhibit H-4 - EMC Servicing Agreement
Exhibit H-5 - EverHome Servicing Agreement
Exhibit H-6 - First Horizon Servicing Agreement
Exhibit X-0 - XXXXX Xxxxxxxxx Xxxxxxxxx
Xxxxxxx X-0 - XxxxxXxxxx Servicing Agreement
Exhibit H-9 - HSBC Servicing Agreement
Exhibit H-10 - IndyMac Servicing Agreement
Exhibit H-11 - Mid America Servicing Agreement
Exhibit H-12 - PHH Servicing Agreement
Exhibit H-13 - U.S. Bank Servicing Agreement
Exhibit H-14 - Washington Mutual Servicing Agreement
Exhibit H-15 - Xxxxx Fargo Servicing Agreement
Exhibit I - Assignment Agreements
Exhibit J - Form of Mortgage Loan Purchase Agreement
Exhibit K - [Reserved]
Exhibit L - Form of Securities Administrator Back-Up Certification
Exhibit M - Servicing Criteria to Be Addressed in Assessment of Compliance
Exhibit N - Form of Back-Up Certification
Exhibit O - Form of Trustee Limited Power of Attorney
Exhibit P - Form of Cap Contracts
Exhibit Q - Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit R - Additional Disclosure Information
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
WHEREAS, a Pooling and Servicing Agreement, dated as of June 1, 2006 (the "Pooling and
Servicing Agreement"), relating to the issuance of Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through
Certificates, Series 2006-4, was entered into by and among the parties hereto;
WHEREAS, the parties hereto desire to make certain amendments, changes and modifications to
such Pooling and Servicing Agreement;
WHEREAS, pursuant to Section 11.02 of the Pooling and Servicing Agreement, such Pooling and
Servicing Agreement is hereby amended and restated in its entirety effective as of the Closing Date in
order to make such amendments, changes and modifications as are set for the herein;
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto
hereby agree as follows:
Amended and Restated Pooling and Servicing Agreement dated as of October 6, 2006, among
Structured Asset Mortgage Investments II Inc., a Delaware limited liability company, as depositor (the
"Depositor"), Citibank, N.A., a banking association organized under the laws of the United States, not in
its individual capacity but solely as trustee (the "Trustee"), Xxxxx Fargo Bank, National Association,
as master servicer (in such capacity, the "Master Servicer") and as securities administrator (in such
capacity, the "Securities Administrator"), and EMC Mortgage Corporation, as sponsor (in such capacity,
the "Sponsor") and as company (in such capacity, the "Company").
PRELIMINARY STATEMENT
On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Sponsor.
On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust
Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership
interest in the Trust Fund.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the
REMIC I Regular Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the
REMIC II Regular Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC III-A to be treated for federal income tax purposes as a REMIC. On the Startup Day,
the REMIC III-A Regular Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC III-B to be treated for federal income tax purposes as a REMIC. On the Startup Day,
the REMIC III-B Regular Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the
REMIC IV Regular Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the
REMIC V Regular Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC VI to be treated for federal income tax purposes as a REMIC. On the Startup Day, the
REMIC VI Regular Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC VII to be treated for federal income tax purposes as a REMIC. On the Startup Day,
the REMIC VII Regular Interest will be designated the "regular interest" in such REMIC.
The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I,
REMIC II, REMIC III-A, REMIC III-B, REMIC IV, REMIC V and REMIC VI. The Class R-X Certificates will
evidence ownership of the "residual interest" in REMIC VII.
The Sub-Loan Group I-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date,
after deducting all Scheduled Principal due on or before the Cut-off Date, of $959,624,910.79. The
Sub-Loan Group I-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date,
after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,000,382,722.60. The
Sub-Loan Group I-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date,
after deducting all Scheduled Principal due on or before the Cut-off Date, of $682,006,957.34. The
Sub-Loan Group II-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after
deducting all Scheduled Principal due on or before the Cut-off Date, of $77,369,635.47. The Sub-Loan
Group II-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after
deducting all Scheduled Principal due on or before the Cut-off Date, of $616,553,063.81. The Sub-Loan
Group II-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after
deducting all Scheduled Principal due on or before the Cut-off Date, of $693,617,364.21. The Sub-Loan
Group III-1 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after
deducting all Scheduled Principal due on or before the Cut-off Date, of $155,372,731.43. The Sub-Loan
Group III-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after
deducting all Scheduled Principal due on or before the Cut-off Date, of $413,494,550.79. The Sub-Loan
Group III-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after
deducting all Scheduled Principal due on or before the Cut-off Date, of $588,622,430.52.
In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer,
the Securities Administrator, the Sponsor, the Company and the Trustee agree as follows:
ARTICLE I
Definitions
Whenever used in this Agreement, the following words and phrases, unless otherwise expressly
provided or unless the context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: With respect to any Mortgage Loan, those customary
mortgage servicing practices of prudent mortgage servicing institutions that master service mortgage
loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged
Property is located, to the extent applicable to the Trustee in its capacity as successor Master
Servicer or the Master Servicer (except in its capacity as successor to a Servicer).
Account: The Distribution Account, the Protected Account, the Reserve Fund or the Class XP
Reserve Account, as the context may require.
Accrued Certificate Interest: For any Group II Certificate or Group III Certificate for any
Distribution Date, the interest accrued during the related Interest Accrual Period at the applicable
Pass-Through Rate on the Certificate Principal Balance or Notional Amount, as applicable, of such Group
II Certificate immediately prior to such Distribution Date, on the basis of a 360-day year consisting of
twelve 30-day months, less (i) in the case of a Group II Senior Certificate or Group III Senior
Certificate, as applicable, such Certificate's share of any Net Interest Shortfall from the related
Mortgage Loans and, after the applicable Cross-Over Date, the interest portion of any Realized Losses on
the related Mortgage Loans, in each case allocated thereto in accordance with Section 6.04 and (ii) in
the case of a Group II Subordinate Certificate or Group III Subordinate Certificate, such Certificate's
share of any Net Interest Shortfall from the related Mortgage Loans and the interest portion of any
Realized Losses on the related Mortgage Loans, in each case allocated thereto in accordance with
Section 6.04.
Additional Disclosure: As defined in Section 3.18(a)(v).
Additional Form 10-D Disclosure: As defined in Section 3.18(a)(i).
Additional Form 10-K Disclosure: As defined in Section 3.18(a)(iv).
Affiliate: As to any Person, any other Person controlling, controlled by or under common
control with such Person. "Control" means the power to direct the management and policies of a Person,
directly or indirectly, whether through ownership of voting securities, by contract or otherwise.
"Controlled" and "Controlling" have meanings correlative to the foregoing. The Trustee may conclusively
presume that a Person is not an Affiliate of another Person unless a Responsible Officer of the Trustee
has actual knowledge to the contrary.
Aggregate Subordinate Optimal Principal Amount: The Group II Aggregate Subordinate Optimal
Principal Amount or the Group III Aggregate Subordinate Optimal Principal Amount, as applicable.
Agreement: This Amended and Restated Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Allocable Share: With respect to (A) any Class of Group II Subordinate Certificates on any
Distribution Date, an amount equal to the product of (i) the Group II Aggregate Subordinate Optimal
Principal Amount and (ii) the fraction, the numerator of which is the Certificate Principal Balance of
such Class and the denominator of which is the aggregate Certificate Principal Balance of all Classes of
the Group II Subordinate Certificates and (B) any Class of Group III Subordinate Certificates on any
Distribution Date, an amount equal to the product of (i) the Group III Aggregate Subordinate Optimal
Principal Amount and (ii) the fraction, the numerator of which is the Certificate Principal Balance of
such Class and the denominator of which is the aggregate Certificate Principal Balance of all Classes of
the Group III Subordinate Certificates; provided, however, that no Class of Group II Subordinate
Certificates or Group III Subordinate Certificates (other than the outstanding Class of Group II
Subordinate Certificates or Group III Subordinate Certificates with the lowest numerical designation)
shall be entitled on any Distribution Date to receive distributions pursuant to clauses (ii), (iii) and
(v) of the definition of Group II Subordinate Optimal Principal Amount or Group III Subordinate Optimal
Principal Amount, as applicable, unless the related Class Prepayment Distribution Trigger for such
Distribution Date has been satisfied (any amount distributable pursuant to clauses (ii), (iii) and (v)
of the definition of Group II Subordinate Optimal Principal Amount or Group III Subordinate Optimal
Principal Amount, as applicable, shall be distributed among the related Classes entitled thereto, pro
rata based on their respective Certificate Principal Balances); provided, further, that if on a
Distribution Date, the Certificate Principal Balance of any Class of Group II Subordinate Certificates
or Group III Subordinate Certificates for which the related Class Prepayment Distribution Trigger has
been satisfied is reduced to zero, such Class's remaining Allocable Share shall be distributed to the
remaining Classes of Group II Subordinate Certificates or Group III Subordinate Certificates, as
applicable, sequentially beginning with the Class with the lowest numerical designation in reduction of
their respective Certificate Principal Balances.
Applicable Credit Rating: For any long-term deposit or security, a credit rating of AAA in the
case of S&P or Aaa in the case of Moody's (or with respect to investments in money market funds, a
credit rating of "AAAm" or "AAAm-G" in the case of S&P and the highest rating given by Moody's for money
market funds in the case of Moody's). For any short-term deposit or security, or a rating of A-l+ in the
case of S&P or Prime-1 in the case of Moody's.
Applicable State Law: For purposes of Section 9.12(d), the Applicable State Law shall be (a)
the law of the State of New York and (b) such other state law whose applicability shall have been
brought to the attention of the Securities Administrator and the Trustee by either (i) an Opinion of
Counsel reasonably acceptable to the Securities Administrator and the Trustee delivered to it by the
Master Servicer or the Depositor, or (ii) written notice from the appropriate taxing authority as to the
applicability of such state law.
Applied Realized Loss Amount: With respect to any Distribution Date and a Class of Group I
Offered Certificates, the sum of the Realized Losses with respect to the Group I Mortgage Loans, which
are to be applied in reduction of the Certificate Principal Balance of such Class of Group I Offered
Certificates pursuant to this Agreement in an amount equal to the amount, if any, by which, (i) the
aggregate Certificate Principal Balance of all of the Group I Certificates (after all distributions of
principal on such Distribution Date) exceeds (ii) the aggregate Stated Principal Balance of all of the
Group I Mortgage Loans for such Distribution Date. The Applied Realized Loss Amount shall be allocated
first to the Class I-B-3 Certificates, the Class I-B-2 Certificates, the Class I-B-1 Certificates, the
Class I-M-2 Certificates and the Class I-M-1 Certificates, in that order (so long as their respective
Certificate Principal Balances have not been reduced to zero), and thereafter the Applied Realized Loss
Amount with respect to the Sub-Loan Group I-1, shall be allocated first to the Class I-1A-2 Certificates
and then to the Class I-1A-1 Certificates, with respect to Sub-Loan Group I-2, shall be allocated first
to the Class I-2A-2 Certificates and then to the Class I-1A-1 Certificates, and with respect to Sub-Loan
Group I-3, shall be allocated first to the Class I-3A-2 Certificates and then to the Class I-3A-1
Certificates, in each case until the Certificate Principal Balance of each such Class has been reduced
to zero.
Appraised Value: For any Mortgaged Property related to a Mortgage Loan, the amount set forth
as the appraised value of such Mortgaged Property in an appraisal made for the mortgage originator in
connection with its origination of the related Mortgage Loan.
Assessment of Compliance: As defined in Section 3.17.
Assignment Agreements: The agreements attached hereto as Exhibit I, whereby the Servicing
Agreements and related Recognition Agreements (as defined therein), if applicable, were assigned to the
Trustee for the benefit of the Certificateholders.
Assumed Final Distribution Date: For the Group I Offered Certificates and the Group II Offered
Certificates, the Distribution Date occurring in August 2036, or if such day is not a Business Day, the
next succeeding Business Day. For the Group III Offered Certificates, the Distribution Date occurring
in July 2036, or if such day is not a Business Day, the next succeeding Business Day.
Attestation Report: As defined in Section 3.17.
Attesting Party: As defined in Section 3.17.
Available Funds: With respect to any Distribution Date and each Sub-Loan Group in Loan Group
II or Loan Group III, an amount equal to the aggregate of the following amounts with respect to the
Mortgage Loans in the related Sub-Loan Group: (a) all previously undistributed payments on account of
principal (including the principal portion of Scheduled Payments, Principal Prepayments and the
principal portion of Net Liquidation Proceeds) and all previously undistributed payments on account of
interest received after the Cut-off Date and on or prior to the related Determination Date, (b) any
Monthly Advances and Compensating Interest Payments by the Servicer or the Master Servicer with respect
to such Distribution Date, (c) any reimbursed amount in connection with losses on investments of
deposits in certain eligible investments in respect of the Group II Mortgage Loans in the related
Sub-Loan Group, (d) with respect to Loan Group II, any amount allocated from the Available Funds of
another Sub-Loan Group in accordance with Section 6.02(i)(a)(G), and (e) with respect to Loan Group III,
any amount allocated from the Available Funds of another Sub-Loan Group in accordance with Section
6.02(ii)(a)(F), except:
(i) all payments that were due on or before the Cut-off Date;
(ii) all Principal Prepayments and Liquidation Proceeds received after the
applicable Prepayment Period;
(iii) all payments, other than Principal Prepayments, that represent early receipt
of Scheduled Payments due on a date or dates subsequent to the related Due Date;
(iv) amounts received on particular Mortgage Loans as late payments of principal or
interest and respecting which, and to the extent that, there are any unreimbursed Monthly Advances;
(v) amounts representing Monthly Advances determined to be Nonrecoverable Advances;
(vi) any investment earnings on amounts on deposit in the Distribution Account and
amounts permitted to be withdrawn from the Distribution Account pursuant to this Agreement;
(vii) amounts needed to pay the Servicing Fees or to reimburse any Servicer or the
Master Servicer for amounts due under the Servicing Agreement and the Agreement to the extent such
amounts have not been retained by, or paid previously to, such Servicer or the Master Servicer;
(viii) amounts applied to pay any fees with respect to any lender-paid primary
mortgage insurance policy; and
(ix) any expenses or other amounts reimbursable to the Servicers, the Trustee, the
Securities Administrator, the Master Servicer and the Custodian pursuant to Section 7.04(c) or Section
9.05.
Average Loss Severity Percentage: With respect to any Distribution Date and each Sub-Loan
Group in Group II, the percentage equivalent of a fraction, the numerator of which is the sum of the
Loss Severity Percentages for each Group II Mortgage Loan in such Sub-Loan Group that had a Realized
Loss and the denominator of which is the number of Group II Mortgage Loans in the related Sub-Loan Group
that had Realized Losses. With respect to any Distribution Date and each Sub-Loan Group in Group III,
the percentage equivalent of a fraction, the numerator of which is the sum of the Loss Severity
Percentages for each Group III Mortgage Loan in such Sub-Loan Group that had a Realized Loss and the
denominator of which is the number of Group III Mortgage Loans in the related Sub-Loan Group that had
Realized Losses.
Back-Up Certification: As defined in Section 3.18(a)(iv).
Bank of America: Bank of America, National Association, and its successor in interest.
Bank of America Servicing Agreement: The Amended and Restated Flow Mortgage Loan Sale and
Servicing Agreement, dated April 1, 2005, as modified in the Regulation AB Compliance Addendum to
Amended and Restated Flow Mortgage Loan Sale and Servicing Agreement, dated December 21, 2005, between
EMC and Bank of America, attached hereto as Exhibit H-1.
Bankruptcy Code: The United States Bankruptcy Code, as amended as codified in 11 U.S.C.
§§ 101-1330.
Bankruptcy Loss: With respect to any Mortgage Loan, any Deficient Valuation or Debt Service
Reduction related to such Mortgage Loan as reported by the Servicer to the Master Servicer.
Basis Risk Shortfall: With respect to any Distribution Date and each Class of Group I Offered
Certificates and the Class I-B-3 Certificates for which the Pass-Through Rate is based upon the Net Rate
Cap, the excess, if any, of (a) the amount of Current Interest that such Class would have been entitled
to receive on such Distribution Date had the applicable Pass-Though Rate been calculated at a per annum
rate equal to the lesser of (i) One-Month LIBOR plus the related Margin and (ii) 11.50% over (b) the
amount of Current Interest on such Class of Offered Certificates calculated using a Pass-Though Rate
equal to the Net Rate Cap for such Distribution Date.
Basis Risk Shortfall Carry Forward Amount: With respect to any Distribution Date and each Class
of Group I Offered Certificates and the Class I-B-3 Certificates, the sum of the Basis Risk Shortfall
for such Distribution Date and the Basis Risk Shortfall for all previous Distribution Dates not
previously paid from any source including Excess Cashflow and payments under the Cap Contracts, together
with interest thereon at a rate equal to the lesser of (i) One-Month LIBOR plus the related Margin and
(ii) 11.50%, for such Distribution Date.
Book-Entry Certificates: Initially, the Senior Certificates and Offered Subordinate
Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which the New
York Stock Exchange or Federal Reserve is closed or on which banking institutions in any jurisdiction in
which the Trustee, the Master Servicer, Custodian, any Servicer or the Securities Administrator are
authorized or obligated by law or executive order to be closed.
Cap Contract: With respect to any of the Class I-1A-1, Class I-1A-2, Class I-2A-1, Class
I-2A-2, Class I-3A-1, Class I-3A-2, Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 or Class I-B-3
Certificates, the respective cap contracts, dated as of June 30, 2006, between the Trustee, on behalf of
the Trust for the benefit of the Class I-1A-1, Class I-1A-2, Class I-2A-1, Class I-2A-2, Class I-3A-1,
Class I-3A-2, Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 or Class I-B-3 Certificateholders, as
the case may be, and the Counterparty, together with any scheduling, confirmations or other agreements
related thereto, attached hereto as Exhibit N.
Cap Contract Payment Amount: With respect to any Distribution Date and a Cap Contract, the
amounts received from such Cap Contract, if any, on such Distribution Date.
Certificate: Any mortgage pass-through certificate evidencing a beneficial ownership interest
in the Trust Fund signed and countersigned by the Securities Administrator in substantially the forms
annexed hereto as Exhibits X-0, X-0, X-0, X-0, X-0-0, X-0-0, X-0, X-0, X-0, X-0, X-00, X-00, X-00, X-00,
X-00, X-00 and A-17 with the blanks therein appropriately completed.
Certificate Group: With respect to the Group I Certificates and (i) Sub-Loan Group I-1, the
Class I-1A-1 Certificates and Class I-1A-2 Certificates and (ii) Sub-Loan Group I-2, the Class I-2A-1
Certificates Class I-2A-2 Certificates and (iii) Sub-Loan Group I-3, the Class I-3A-1 Certificates and
Class I-3A-2 Certificates. With respect to the Group II Certificates and (i) Sub-Loan Group II-1, the
Class II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates, (ii) Sub-Loan Group II-2, the Class
II-2A-1, Class II-2A-2, Class II-2X-1 and Class II-2X-2 Certificates, and (iii) Sub-Loan Group II-3, the
Class II-3A-1, Class II-3A-2, Class II-3A-3, Class II-3A-4, Class II-3A-5, Class II-3X-1 and Class
II-3X-2 Certificates. With respect to the Group III Certificates and (i) Sub-Loan Group III-1, the
Class III-1A-1 Certificates and the Class III-1A-2 Certificates, (ii) Sub-Loan Group III-2, the Class
III-2A-1 Certificates and the Class III-2A-2 Certificates, and (iii) Sub-Loan Group III-3, the Class
III-3A-1, Class III-3A-2, Class III-3A-3, Class III-3A-4, Class III-3X-1 and Class III-3X-2 Certificates.
Certificate Owner: Any Person who is the beneficial owner of a Certificate registered in the
name of the Depository or its nominee.
Certificate Principal Balance: With respect to any Certificate (other than the Class II-X,
Class III-X, Class XP, Class B-IO, Class R or Class R-X Certificates) as of any Distribution Date, the
initial principal amount of such Certificate plus, in the case of a Subordinate Certificates, any
Subsequent Recoveries added to the Certificate Principal Balance of such Certificates pursuant to
Section 6.03 or Section 6.04 hereof, and reduced by (i) all amounts distributed on previous Distribution
Dates on such Certificate with respect to principal, (ii) solely in the case of the Group II
Certificates or the Group III Certificates, the principal portion of all Realized Losses (other than
Realized Losses resulting from Debt Service Reductions) allocated prior to such Distribution Date to
such Certificate, taking account of the applicable Loss Allocation Limitation, (iii) solely in the case
of the Group I Certificates, any Applied Realized Loss Amounts allocated to such Class on previous
Distribution Dates, and (iv) in the case of a Group II Subordinate Certificate or a Group III
Subordinate Certificate, such Certificate's pro rata share, if any, of the applicable Subordinate
Certificate Writedown Amount for previous Distribution Dates. With respect to any Class of
Certificates, the Certificate Principal Balance thereof will equal the sum of the Certificate Principal
Balances of all Certificates in such Class. The initial Certificate Principal Balance (if any) for each
Class of Certificates is set forth in Section 5.01(c)(iv).
Certificate Register: The register maintained pursuant to Section 5.02.
Certificateholder: A Holder of a Certificate.
Certification Parties: As defined in Section 3.18(a)(iv).
Certifying Person: As defined in Section 3.18(a)(iv).
Chevy Chase: Chevy Chase Bank, F.S.B., and its successor in interest.
Chevy Chase Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of
July 1, 2001, as amended by Amendment No. 1, dated as of January 13, 2003, and Amendment No. 2, dated as
of January 31, 2006, between EMC and Chevy Chase, attached hereto as Exhibit H-2.
Class: With respect to the Certificates, any of Class I-1A-1, Class I-1A-2, Class I-2A-1,
Class I-2A-2, Class I-3A-1, Class I-3A-2, Class II-1A-1, Class II-1A-2, Class II-1X-1, Class II-2A-1,
Class II-2A-2, Class II-2X-1, Class II-2X-2, Class II-3A-1, Class II-3A-2, Class II-3A-3, Class II-3A-4,
Class II-3A-5, Class II-3X-1, Class II-3X-2, Class III-1A-1, Class III-1A-2, Class III-2A-1, Class
III-2A-2, Class III-3A-1, Class III-3A-2, Class III-3A-3, Class III-3A-4, Class I-M-1, Class I-M-2,
Class R, Class R-X, Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2, Class II-B-3,
Class II-B-4, Class II-B-5, Class II-B-6, Class II-B-7, Class II-B-8, Class II-B-9, Class II-B-10, Class
II-B-11, Class III-B-1, Class III-B-2, Class III-B-3, Class III-B-4, Class III-B-5, Class III-B-6, Class
B-IO, Class I-XP and Class II-XP Certificates.
Class A Certificates: The Class I-A, Class II-A and Class III-A Certificates.
Class B Certificates: The Class I-B, Class II-B and Class III-B Certificates.
Class B-IO Advances: As defined in Section 6.01(b).
Class B-IO Distribution Amount: With respect to any Distribution Date, the Current Interest for
the Class B-IO Certificates for such Distribution Date (which shall be deemed distributable with respect
to the REMIC VI Regular Interest B-IO-I); provided, however, that on and after the Distribution Date on
which the aggregate Certificate Principal Balance of the Group I Certificates has been reduced to zero,
the Class B-IO Distribution Amount shall include the Overcollateralization Amount (which shall be deemed
distributable, first, with respect to the REMIC VI Regular Interest B-IO-I in respect of accrued and
unpaid interest thereon until such accrued and unpaid interest shall have been reduced to zero and,
thereafter, with respect to the REMIC VI Regular Interest B-IO-P in respect of the principal balance
thereof).
Class B-IO Pass-Through Rate: With respect to the Class B-IO Certificates and any Distribution
Date or the REMIC VI Regular Interest B-IO-I, a per annum rate equal to the percentage equivalent of a
fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (1) through
(6) below, and the denominator of which is the aggregate principal balance of the REMIC III-B Regular
Interests. For purposes of calculating the Pass-Through Rate for the Class B-IO-I Certificates, the
numerator is equal to the sum of the following components:
1. the Uncertificated Pass-Through Rate for REMIC III-B Regular Interest LT1 minus the Marker
Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC III-B
Regular Interest LT1;
2. the Uncertificated Pass-Through Rate for REMIC III-B Regular Interest LT2 minus the Marker
Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC III-B
Regular Interest LT2;
3. the Uncertificated Pass-Through Rate for REMIC III-B Regular Interest LT4 minus twice the
Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of
REMIC III-B Regular Interest LT4;
4. the Uncertificated Pass-Through Rate for REMIC III-B Regular Interest LT-Y1 minus the Marker
Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC III-B
Regular Interest LT-Y1;
5. the Uncertificated Pass-Through Rate for REMIC III-B Regular Interest LT-Y2 minus the Marker
Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC III-B
Regular Interest LT-Y2; and
6. the Uncertificated Pass-Through Rate for REMIC III-B Regular Interest LT-Y3 minus the Marker
Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC III-B
Regular Interest LT-Y3.
Class I-A Certificates: The Class I-1A, Class I-2A and Class I-3A Certificates.
Class I-1A Certificates: The Class I-1A-1 Certificates and Class I-1A-2 Certificates.
Class I-A Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-1A Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the product of (1) the aggregate Stated
Principal Balance of the Group I Mortgage Loans for such Distribution Date and (2) the sum of (x)16.00%
and (y) the Current Specified Overcollateralization Percentage for such Distribution Date.
Class I-1A Principal Distribution Amount: With respect to any applicable Distribution Date, an
amount equal to the lesser of (i) the Class I-1A Principal Distribution Percentage multiplied by the
Class I-A Principal Distribution Amount and (ii) the Certificate Principal Balance of the Class I-1A
Certificates.
Class I-1A Principal Distribution Percentage: With respect to any applicable Distribution
Date, a percentage equal to the Principal Funds allocable to Sub-Group I-1A divided by the aggregate
Principal Funds.
Class I-2A Certificates: The Class I-2A-1 Certificates and Class I-2A-2 Certificates.
Class I-2A Principal Distribution Amount: With respect to any applicable Distribution Date,
an amount equal to the lesser of (i) the Class I-2A Principal Distribution Percentage multiplied by the
Class I-A Principal Distribution Amount and (ii) the Certificate Principal Balance of the Class I-2A
Certificates.
Class I-2A Principal Distribution Percentage: With respect to any applicable Distribution
Date, a percentage equal to the Principal Funds allocable to Sub-Group I-2A divided by the aggregate
Principal Funds
Class I-3A Certificates: The Class I-3A-1 Certificates and Class I-3A-2 Certificates.
Class I-3A Principal Distribution Amount: With respect to any applicable Distribution Date,
an amount equal to the lesser of (i) the Class I-3A Principal Distribution Percentage multiplied by the
Class I-A Principal Distribution Amount and (ii) the Certificate Principal Balance of the Class I-3A
Certificates.
Class I-3A Principal Distribution Percentage: With respect to any applicable Distribution
Date, a percentage equal to the Principal Funds allocable to Sub-Group I-3A divided by the aggregate
Principal Funds.
Class I-B Certificates: The Class I-B-1, the Class I-B-2 and the Class I-B-3 Certificates.
Class I-B-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-B-1 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-1A Principal
Distribution Amount, the Class I-2A Principal Distribution Amount and Class I-3A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates
(after taking into account the payment of the Class I-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after taking
into account the payment of the Class I-M-2 Principal Distribution Amount on such Distribution Date) and
(4) the product of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such
Distribution Date and (y) the sum of 2.20% and the Current Specified Overcollateralization Percentage
for such Distribution Date.
Class I-B-2 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-B-2 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-1A Principal
Distribution Amount, the Class I-2A Principal Distribution Amount and Class I-3A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates
(after taking into account the payment of the Class I-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after taking
into account the payment of the Class I-M-2 Principal Distribution Amount on such Distribution Date),
(4) the Certificate Principal Balance of the Class I-B-1 Certificates (after taking into account the
payment of the Class I-B-1 Principal Distribution Amount on such Distribution Date), and (5) the product
of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date
and (y) the sum of 1.20% and the Current Specified Overcollateralization Percentage for such
Distribution Date.
Class I-B-3 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-B-3 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-1A Principal
Distribution Amount, the Class I-2A Principal Distribution Amount and Class I-3A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates
(after taking into account the payment of the Class I-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after taking
into account the payment of the Class I-M-2 Principal Distribution Amount on such Distribution Date),
(4) the Certificate Principal Balance of the Class I-B-1 Certificates (after taking into account the
payment of the Class I-B-1 Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class I-B-2 Certificates (after taking into account the payment of the Class
I-B-2 Principal Distribution Amount on such Distribution Date), and (6) the product of (x) the aggregate
Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date and (y) the Current
Specified Overcollateralization Percentage for such Distribution Date.
Class I-M Certificates: The Class I-M-1 Certificates and the Class I-M-2 Certificates.
Class I-M-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-M-1 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-1A Principal
Distribution Amount, the Class I-2A Principal Distribution Amount and Class I-3A Principal Distribution
Amount on such Distribution Date) and (2) the product of (x) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date and (y) the sum of (I) 9.20% and (II) the Current
Specified Overcollateralization Percentage for such Distribution Date.
Class I-M-2 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-M-2 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-1A Principal
Distribution Amount and Class I-2A Principal Distribution Amount on such Distribution Date), (2) the
Certificate Principal Balance of the Class I-M-1 Certificates (after taking into account the payment of
the Class I-1A Principal Distribution Amount, the Class I-2A Principal Distribution Amount and Class
I-3A Principal Distribution Amount on such Distribution Date) and (3) the product of (x) the aggregate
Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date and (y) the sum of (I)
5.00% and (II) the Current Specified Overcollateralization Percentage for such Distribution Date.
Class II-A Certificates: The Class II-1A-1, Class II-1A-2, Class II-1X-1, Class II-2A-1, Class
II-2A-2, Class II-2X-1, Class II-2X-2, Class II-3A-1, Class II-3A-2, Class II-3A-3, Class II-3A-4, Class
II-3A-5 Class II-3X-1 and Class II-3X-2 Certificates.
Class II-B Certificates: The Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class
II-B-5, Class II-B-6, Class II-B-7, Class II-B-8, Class II-B-9, Class II-B-10 and Class II-B-11
Certificates.
Class II-X Certificates: The Class II-1X-1, Class II-2X-1, Class II-2X-2, Class II-3X-1 and
Class II-3X-2 Certificates.
Class III-A Certificates: The Class III-1A-1, Class III-1A-2, Class III-2A-1, Class III -2A-2,
Class III-3A-1, Class III-3A-2, Class III-3A-3, Class III-3A-4, Class III-3X-1 and Class III-3X-2
Certificates.
Class III-B Certificates: The Class III-B-1, Class III-B-2, Class III-B-3, Class III-B-4,
Class III-B-5 and Class III-B-6 Certificates.
Class Prepayment Distribution Trigger: For (i) a Class of Group II Subordinate Certificates
for any Distribution Date, the Class Prepayment Distribution Trigger is satisfied if the fraction
(expressed as a percentage), the numerator of which is the aggregate Certificate Principal Balance of
such Class and each Class of Group II Subordinate Certificates subordinate thereto, if any, and the
denominator of which is the Stated Principal Balance of all of the Group II Mortgage Loans as of the
related Due Date, equals or exceeds such percentage calculated as of the Closing Date or (ii) a Class of
Group III Subordinate Certificates for any Distribution Date, the Class Prepayment Distribution Trigger
is satisfied if the fraction (expressed as a percentage), the numerator of which is the aggregate
Certificate Principal Balance of such Class and each Class of Group III Subordinate Certificates
subordinate thereto, if any, and the denominator of which is the Stated Principal Balance of all of the
Group III Mortgage Loans as of the related Due Date, equals or exceeds such percentage calculated as of
the Closing Date.
Class R Certificate: Any of the Class R Certificates substantially in the form annexed hereto
as Exhibit A-5-1 and evidencing ownership of interests designated as "residual interests" in REMIC I,
REMIC II, REMIC III-A, REMIC III-B, REMIC IV, REMIC V and REMIC VI for purposes of the REMIC
Provisions. Component I of the Class R Certificates is designated as the sole class of "residual
interest" in REMIC I, Component II of the Class R Certificates is designated as the sole class of
"residual interest" in REMIC II, Component III-A of the Class R Certificates is designated as the sole
class of "residual interest" in REMIC III-A, Component III-B of the Class R Certificates is designated
as the sole class of "residual interest" in REMIC III-B, Component IV of the Class R Certificates is
designated as the sole class of "residual interest" in REMIC IV, Component V of the Class R Certificates
is designated as the sole class of "residual interest" in REMIC V and Component VI of the Class R
Certificates is designated as the sole class of "residual interest" in REMIC VI.
Class R-X Certificates: Any of the Class R-X Certificates substantially in the form annexed
hereto as Exhibit A-5-2 and evidencing ownership of the "residual interest" in REMIC VII for purposes of
the REMIC Provisions.
Class XP Certificates: The Class I-XP Certificates and the Class II-XP Certificates.
Class XP Reserve Account: The account established and maintained by the Securities
Administrator pursuant to Section 4.07 hereof.
Closing Date: June 30, 2006.
Code: The Internal Revenue Code of 1986, as amended.
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest Payment: As defined in Section 6.09.
Corporate Trust Office: The designated office of the Trustee or Securities Administrator, as
applicable, where at any particular time its respective corporate trust business with respect to this
Agreement shall be administered. The Corporate Trust Office of the Trustee at the date of the execution
of this Agreement is located at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Structured Finance Agency & Trust BSALTA 2006-4. The Corporate Trust Office of the Securities
Administrator at the date of the execution of this Agreement is located at 0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Group, BSALTA 2006-4. For the purpose of
registration and transfer and exchange only, the Corporate Trust Office of the Securities Administrator
shall be located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention:
Corporate Trust Group, BSALTA 2006-4.
Counterparty: ABN AMRO Bank N.V. and any successor thereto, or any successor counterparty
under the Cap Contracts.
Countrywide: Countrywide Home Loans Servicing LP, and its successor in interest.
Countrywide Servicing Agreement: The Seller's Warranties and Servicing Agreement, dated as of
September 1, 2002, as amended by Amendment No. 1, dated as of January 1, 2003, Amendment No. 2, dated as
of September 1, 2004, and Amendment No. 3, dated as of January 1, 2006, between Countrywide and EMC,
attached hereto as Exhibit H-3.
Cross-Over Date: The Group II Cross-Over Date or the Group III Cross-Over Date, as applicable.
Current Interest: As of any Distribution Date, with respect to each Class of Group I Offered
Certificates, (i) the interest accrued on the Certificate Principal Balance or Notional Amount, as
applicable, during the related Interest Accrual Period at the applicable Pass-Through Rate plus any
amount previously distributed with respect to interest for such Certificate that has been recovered as a
voidable preference by a trustee in bankruptcy minus (ii) the sum of (a) any Prepayment Interest
Shortfall for such Distribution Date, to the extent not covered by Compensating Interest Payments and
(b) any shortfalls resulting from the application of the Relief Act during the related Due Period;
provided, however, that for purposes of calculating Current Interest for any such Class, amounts
specified in clauses (ii)(a) and (ii)(b) hereof for any such Distribution Date shall be allocated first
to the Class B-IO Certificates and the Class R Certificates in reduction of amounts otherwise
distributable to such Certificates on such Distribution Date and then any excess shall be allocated to
each other Class of Certificates pro rata based on the respective amounts of interest accrued pursuant
to clause (i) hereof for each such Class on such Distribution Date.
Current Specified Enhancement Percentage: For any Distribution Date, a percentage obtained by
dividing (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I Subordinate
Certificates and (ii) the Overcollateralization Amount, in each case prior to the distribution of the
Principal Distribution Amount on such Distribution Date, by (y) the aggregate Stated Principal Balance
of the Group I Mortgage Loans as of the end of the related Due Period.
Current Specified Overcollateralization Percentage: For any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the Overcollateralization Target Amount, and the
denominator of which is the aggregate Stated Principal Balance of the Group I Mortgage Loans for such
Distribution Date.
Custodial Agreement: An agreement, dated as of June 30, 2006 (as the same may be amended from
time to time), among the Depositor, EMC, as Sponsor and Master Servicer, the Trustee and the Custodian
in substantially the form of Exhibit G hereto.
Custodian: Xxxxx Fargo Bank, National Association, or any successor custodian appointed
pursuant to the provisions hereof and of the Custodial Agreement.
Cut-off Date: June 1, 2006.
Cut-off Date Balance: $5,187,044,366.96.
Debt Service Reduction: Any reduction of the Scheduled Payments which a Mortgagor is obligated
to pay with respect to a Mortgage Loan as a result of any proceeding under the Bankruptcy Code or any
other similar state law or other proceeding.
Deficient Valuation: With respect to any Mortgage Loan, a valuation of the Mortgaged Property
by a court of competent jurisdiction in an amount less than the then outstanding indebtedness under the
Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code or any
other similar state law or other proceeding.
Delinquent: A Mortgage Loan is "Delinquent" if any payment due thereon is not made pursuant to
the terms of such Mortgage Loan by the close of business on the day such payment is scheduled to be due.
A Mortgage Loan is "30 days delinquent" if such payment has not been received by the close of business
on the last day of the month immediately succeeding the month in which such payment was due. For
example, a Mortgage Loan with a payment due on December 1 that remained unpaid as of the close of
business on January 31 would then be considered to be 30 to 59 days delinquent. Similarly for "60 days
delinquent," "90 days delinquent" and so on.
Depositor: Structured Asset Mortgage Investments II Inc., a Delaware limited liability
company, or its successors in interest.
Depositor Information: As defined in Section 3.18(c).
Depository: The Depository Trust Company, the nominee of which is Cede & Co., or any successor
thereto.
Depository Agreement: The meaning specified in Section 5.01(a) hereof.
Depository Participant: A broker, dealer, bank or other financial institution or other Person
for whom from time to time the Depository effects book-entry transfers and pledges of securities
deposited with the Depository.
Designated Depository Institution: A depository institution (commercial bank, federal savings
bank, mutual savings bank or savings and loan association) or trust company (which may include the
Trustee), the deposits of which are fully insured by the FDIC to the extent provided by law.
Determination Date: With respect to each Mortgage Loan, the Determination Date as defined in
the Servicing Agreement.
Disqualified Organization: Any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any agency or instrumentality of
any of the foregoing (other than an instrumentality which is a corporation if all of its activities are
subject to tax and, except for the Xxxxxxx Mac or any successor thereto, a majority of its board of
directors is not selected by such governmental unit), (ii) any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other
than certain farmers' cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code or (v) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an ownership interest in a Residual Certificate by such Person
may cause any 2006-4 REMIC contained in the Trust or any Person having an ownership interest in the
Residual Certificate (other than such Person) to incur a liability for any federal tax imposed under the
Code that would not otherwise be imposed but for the transfer of an ownership interest in a Residual
Certificate to such Person. The terms "United States," "State" and "international organization" shall
have the meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Account: The trust account or accounts created and maintained by the Securities
Administrator pursuant to Section 4.04, which shall be denominated "Citibank, N.A., as Trustee f/b/o
holders of Structured Asset Mortgage Investments II Inc., Bear Xxxxxxx ALT-A Trust 2006-4, Mortgage
Pass-Through Certificates, Series 2006-4 - Distribution Account." The Distribution Account shall be an
Eligible Account.
Distribution Account Deposit Date: The Business Day prior to each Distribution Date.
Distribution Date: The 25th day of any month, beginning in the month immediately following the
month of the Closing Date, or, if such 25th day is not a Business Day, the Business Day immediately
following.
Distribution Report: The Asset-Backed Issuer Distribution Report pursuant to Section 13 or
15(d) of the Exchange Act.
DTC Custodian: Xxxxx Fargo Bank, National Association, or its successors in interest as
custodian for the Depository.
Due Date: With respect to each Mortgage Loan, the date in each month on which its Scheduled
Payment is due if such due date is the first day of a month and otherwise is deemed to be the first day
of the following month or such other date specified in the related Servicing Agreement.
Due Period: With respect to any Distribution Date and each Mortgage Loan, the period
commencing on the second day of the month preceding the calendar month in which the Distribution Date
occurs and ending at the close of business on the first day of the month in which the Distribution Date
occurs.
XXXXX: As defined in Section 3.18.
Eligible Account: Any of (i) a segregated account maintained with a federal or state chartered
depository institution (A) the short-term obligations of which are rated A-1 or better by Standard &
Poor's and P-1 by Moody's at the time of any deposit therein or (B) insured by the FDIC (to the limits
established by such Corporation), the uninsured deposits in which account are otherwise secured such
that, as evidenced by an Opinion of Counsel (obtained by the Person requesting that the account be held
pursuant to this clause (i)) delivered to the Securities Administrator prior to the establishment of
such account, the Certificateholders will have a claim with respect to the funds in such account and a
perfected first priority security interest against any collateral (which shall be limited to Permitted
Investments, each of which shall mature not later than the Business Day immediately preceding the
Distribution Date next following the date of investment in such collateral or the Distribution Date if
such Permitted Investment is an obligation of the institution that maintains the Distribution Account)
securing such funds that is superior to claims of any other depositors or general creditors of the
depository institution with which such account is maintained, (ii) a segregated trust account or
accounts maintained with a federal or state chartered depository institution or trust company with trust
powers acting in its fiduciary capacity or (iii) a segregated account or accounts of a depository
institution acceptable to the Rating Agencies (as evidenced in writing by the Rating Agencies that use
of any such account as the Distribution Account will not have an adverse effect on the then-current
ratings assigned to the Classes of Certificates then rated by the Rating Agencies). Eligible Accounts
may bear interest.
EMC: EMC Mortgage Corporation, and any successor thereto.
EMC Servicing Agreement: The Servicing Agreement, dated as of June 1, 2006, between Structured
Asset Mortgage Investments II Inc. and EMC as attached hereto as Exhibit H-4.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 8.01.
EverHome: EverHome Mortgage Company, and any successor thereto.
EverHome Servicing Agreement: The Subservicing Agreement, dated as of August 1, 2002, as
amended by Amendment No. 1, dated as of January 31, 2006, between EverHome and EMC, as attached hereto
as Exhibit H-5.
Excess Cashflow: With respect to any Distribution Date, the sum of (i) Remaining Excess Spread
for such Distribution Date and (ii) Overcollateralization Release Amount for such Distribution Date;
provided, however, that the Excess Cashflow shall include Principal Funds on and after the Distribution
Date on which the aggregate Certificate Principal Balance of the Class I-1A-1, Class I-1A-2, Class
I-2A-1, Class I-2A-2, Class I-3A-1, Class I-3A-2, Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and
Class I-B-3 Certificates has been reduced to zero (other than Principal Funds otherwise distributed to
the Holders of Class I-1A-1, Class I-1A-2, Class I-2A-1, Class I-2A-2, Class I-3A-1, Class I-3A-2, Class
I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates on such Distribution Date).
Excess Liquidation Proceeds: To the extent that such amount is not required by law to be paid
to the related Mortgagor, the amount, if any, by which Liquidation Proceeds with respect to a Liquidated
Mortgage Loan exceed the sum of (i) the Outstanding Principal Balance of such Mortgage Loan and accrued
but unpaid interest at the related Mortgage Interest Rate through the last day of the month in which the
related Liquidation Date occurs, plus (ii) related Liquidation Expenses.
Excess Spread: With respect to any Distribution Date, the excess, if any, of (i) the Interest
Funds for such Distribution Date over (ii) the sum of the Current Interest on the Group I Offered
Certificates, the Class I-B-3 Certificates and Interest Carry Forward Amounts on the Class I-A
Certificates, in each case on such Distribution Date.
Exchange Act: Securities Exchange Act of 1934, as amended.
Exchange Act Reports: Any reports required to be filed pursuant to Sections 3.17, 3.18 and
3.23 of this Agreement.
Extra Principal Distribution Amount: With respect to any Distribution Date, an amount derived
from Excess Spread equal to the lesser of (i) the excess, if any, of the Overcollateralization Target
Amount for such Distribution Date over the Overcollateralization Amount for such Distribution Date and
(ii) the Excess Spread for such Distribution Date.
Xxxxxx Xxx: Federal National Mortgage Association and any successor thereto.
FDIC: Federal Deposit Insurance Corporation and any successor thereto.
Final Certification: The certification substantially in the form of Exhibit Three to the
Custodial Agreement.
First Horizon: First Horizon Home Loan Corporation, and its successor in interest.
First Horizon Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as
of September 1, 2003, as amended on May 14, 2004, June 16, 2005, August 8, 2005 and December 21, 2005,
between EMC, First Horizon and First Tennessee Mortgage Services, Inc., attached hereto as Exhibit H-6.
Fiscal Quarter: December 1 through the last day of February, March 1 through May 31, June 1
through August 31, or September 1 through November 30, as applicable.
Form 8-K Disclosure Information: As defined in Section 3.18(a)(iii).
Fractional Undivided Interest: With respect to any Class of Certificates (other than the Class
XP Certificates), the fractional undivided interest evidenced by any Certificate of such Class the
numerator of which is the Certificate Principal Balance of such Certificate and the denominator of which
is the Certificate Principal Balance of such Class. With respect to the Class XP Certificates, the
percentage interest stated thereon. With respect to the Certificates in the aggregate, the fractional
undivided interest evidenced by (i) the Residual Certificates will be deemed to equal 1.00% (in the
aggregate), (ii) the Class B-IO Certificates will be deemed to equal 1.00% and (iii) a Certificate of
any other Class will be deemed to equal 98.00% multiplied by a fraction, the numerator of which is the
Certificate Principal Balance of such Certificate and the denominator of which is the aggregate
Certificate Principal Balance of all the Certificates other than the Class B-IO Certificates.
Xxxxxxx Mac: Xxxxxxx Mac, formerly the Federal Home Loan Mortgage Corporation, and any
successor thereto.
GMACM: GMAC Mortgage Corporation, and its successor in interest.
GMACM Servicing Agreement: The Servicing Agreement, dated as of May 1, 2001, as amended by
Amendment No. 1, dated as of October 1, 2001, Amendment No. 2, dated as of July 31, 2002, and Amendment
No. 3 dated as of December 20, 2005, between EMC and GMACM, attached hereto as Exhibit H-7.
Global Certificate: Any Private Certificate registered in the name of the Depository or its
nominee, beneficial interests in which are reflected on the books of the Depository or on the books of a
Person maintaining an account with such Depository (directly or as an indirect participant in accordance
with the rules of such depository).
GreenPoint: GreenPoint Mortgage Funding, Inc., and its successor in interest.
GreenPoint Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of
September 1, 2003, as amended by Amendment No. 1 to the Purchase, Warranties and Servicing Agreement,
dated as of January 1, 2006, between GreenPoint and EMC, attached hereto as Exhibit H-8.
Gross Margin: As to each Mortgage Loan, the fixed percentage set forth in the related Mortgage
Note and indicated on the Mortgage Loan Schedule which percentage is added to the related Index on each
Interest Adjustment Date to determine (subject to rounding, the minimum and maximum Mortgage Interest
Rate and the Periodic Rate Cap) the Mortgage Interest Rate until the next Interest Adjustment Date.
Group I Certificates: The Group I Senior Certificates, the Group I Subordinate Certificates
and the Group I Non-Offered Subordinate Certificates.
Group I Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group I Non-Offered Subordinate Certificates: The Class I-B-3, Class I-XP and Class B-IO
Certificates.
Group I Offered Certificates: The Group I Senior Certificates and the Group I Offered
Subordinate Certificates.
Group I Offered Subordinate Certificates: The Class I-M-1, Class I-M-2, Class I-B-1 and Class
I-B-2 Certificates.
Group I Senior Certificates: The Class I-A Certificates.
Group I Significance Estimate: With respect to any Distribution Date, and in accordance with
Item 1115 of Regulation AB, shall be an amount determined based on the reasonable good-faith estimate by
the Depositor of the aggregate maximum probable exposure of the outstanding Group I Certificates to the
related Cap Contract.
Group I Significance Percentage: With respect to any Distribution Date, and in accordance with
Item 1115 of Regulation AB, shall be an percentage equal to the Group I Significance Estimate divided by
the aggregate outstanding Certificate Principal Balance of the Group I Certificates, prior to the
distribution of the related Principal Distribution Amount on such Distribution Date.
Group I Subordinate Certificates: The Group I Offered Subordinate Certificates and the Group I
Non-Offered Subordinate Certificates.
Group II Aggregate Subordinate Optimal Principal Amount: With respect to any Distribution
Date, the sum of the Group II Subordinate Optimal Principal Amounts for all Sub-Loan Groups in Loan
Group II for such Distribution Date.
Group II Certificates: The Group II Senior Certificates and the Group II Subordinate
Certificates.
Group II Cross-Over Date: The first Distribution Date on which the aggregate Certificate
Principal Balance of the Group II Subordinate Certificates has been reduced to zero.
Group II Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group II Non-Offered Subordinate Certificates: The Class II-XP, Class II-B-9, Class II-B-10
and Class II-B-11 Certificates.
Group II Offered Certificates: The Group II Senior Certificates and the Group II Offered
Subordinate Certificates.
Group II Offered Subordinate Certificates: The Class II-B-1, Class II-B-2 , Class II-B-3,
Class II-B-4, Class II-B-5, Class II-B-6, Class II-B-7 and Class II-B-8 Certificates.
Group II Senior Certificates: The Class II-1A-1, Class II-1A-2, Class II-1X-1, Class II-2A-1,
Class II-2A-2, Class II-2X-1, Class II-2X-2, Class II-3A-1, Class II-3A-2, Class II-3A-3, Class II-3A-4,
Class II-3A-5, Class II-3X-1 and Class II-3X-2 Certificates.
Group II Senior Optimal Principal Amount: With respect to each Distribution Date and a
Certificate Group related to a Sub-Loan Group in Loan Group II, an amount equal to the sum, without
duplication, of the following (but in no event greater than the aggregate Certificate Principal Balances
of the related Certificate Group immediately prior to such Distribution Date):
(i) the related Senior Percentage of the principal portion of all Scheduled
Payments due on each Outstanding Mortgage Loan in the related Sub-Loan Group on the related Due Date as
specified in the amortization schedule at the time applicable thereto (after adjustments for previous
Principal Prepayments but before any adjustment to such amortization schedule by reason of any
bankruptcy or similar proceeding or any moratorium or similar waiver or grace period if the related
Distribution Date occurs prior to the related Cross-over Date);
(ii) the related Senior Prepayment Percentage of the Stated Principal Balance of
Mortgage Loan in the related Sub-Loan Group which was the subject of a Principal Prepayment in full
received by the Servicers during the related Prepayment Period;
(iii) the related Senior Prepayment Percentage of amount of all Principal
Prepayments in part allocated to principal received by the Servicers during the related Prepayment
Period in respect to each Mortgage Loan in the related Sub-Loan Group;
(iv) the lesser of (a) the related Senior Prepayment Percentage of the sum of (A)
all Net Liquidation Proceeds allocable to principal received in respect of each Mortgage Loan in the
related Sub-Loan Group that became a Liquidated Mortgage Loan during the related Prepayment Period
(other than Mortgage Loans described in the immediately following clause (B)) and all Subsequent
Recoveries received in respect of each Liquidated Mortgage Loan in the related Sub-Loan Group during the
related Due Period and (B) the Stated Principal Balance of each such Mortgage Loan purchased by an
insurer from the Trust during the related Prepayment Period pursuant to the related Primary Mortgage
Insurance Policy, if any, or otherwise and (b) the related Senior Percentage of the sum of (A) the
Stated Principal Balance of each Mortgage Loan in the related Sub-Loan Group which became a Liquidated
Mortgage Loan during the related Prepayment Period (other than the Mortgage Loans described in the
immediately following clause (B)) and all Subsequent Recoveries received in respect of each Liquidated
Mortgage Loan in the related Sub-Loan Group during the related Due Period and (B) the Stated Principal
Balance of each such Mortgage Loan that was purchased by an insurer from the Trust during the related
Prepayment Period pursuant to the related Primary Mortgage Insurance Policy, if any or otherwise;
(v) any amount allocated to the Available Funds of the related Sub-Loan Group
pursuant to Section 6.02(i)(a)(D); and
(vi) the related Senior Prepayment Percentage of the sum of (a) the Stated
Principal Balance of each Mortgage Loan in the related Sub-Loan Group that was repurchased by the
Sponsor in connection with such Distribution Date and (b) the excess, if any, of the Stated Principal
Balance of a Mortgage Loan in the related Sub-Loan Group that has been replaced by the Sponsor with a
substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in connection with such
Distribution Date over the Stated Principal Balance of such substitute Mortgage Loan.
Group II Senior Percentage: With respect to each Certificate Group related to a Sub-Loan Group
in Loan Group II, initially 91.75%. With respect to any Distribution Date and a Certificate Group
related to a Sub-Loan Group in Loan Group II, the lesser of (i) 100% and (ii) the percentage obtained by
dividing the aggregate Certificate Principal Balance of the Senior Certificates in such Certificate
Group immediately preceding such Distribution Date by the aggregate Stated Principal Balance of the
Mortgage Loans in the related Sub-Loan Group as of the beginning of the related Due Period.
Group II Senior Prepayment Percentage: With respect to a Certificate Group related to a
Sub-Loan Group in Loan Group II and any Distribution Date occurring during the periods set forth below,
as follows:
Period (dates inclusive) Group II Senior Prepayment Percentage
July 2006 – June 2013 100%
July 2013 – June 2014 Senior Percentage for the related Certificate Group plus 70%
of the Subordinate Percentage for the related Sub-Loan Group.
July 2014 – June 2015 Senior Percentage for the related Certificate Group plus 60%
of the Subordinate Percentage for the related Sub-Loan Group.
July 2015 – June 2016 Senior Percentage for the related Certificate Group plus 40%
of the Subordinate Percentage for the related Sub-Loan Group.
July 2016 – June 2017 Senior Percentage for the related Certificate Group plus 20%
of the Subordinate Percentage for the related Sub-Loan Group.
July 2017 and thereafter Senior Percentage for the related Certificate Group.
In addition, no reduction of the Senior Prepayment Percentage for the related Certificate Group
shall occur on any Distribution Date unless, as of the last day of the month preceding such Distribution
Date, (A) the aggregate Stated Principal Balance of the Group II Mortgage Loans in all Sub-Loan Groups
in Loan Group II Delinquent 60 days or more (including for this purpose any such Group II Mortgage Loans
in foreclosure and Group II Mortgage Loans with respect to which the related Mortgaged Property has been
acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate
Certificate Principal Balance of the Group II Subordinate Certificates does not exceed 50%; and (B)
cumulative Realized Losses on the Group II Mortgage Loans in all Sub-Loan Groups in Loan Group II do not
exceed (a) 30% of the Original Group II Subordinate Principal Balance if such Distribution Date occurs
between and including July 2013 and June 2014, (b) 35% of the Original Group II Subordinate Principal
Balance if such Distribution Date occurs between and including July 2014 and June 2015, (c) 40% of the
Original Group II Subordinate Principal Balance if such Distribution Date occurs between and including
July 2015 and June 2016, (d) 45% of the Original Group II Subordinate Principal Balance if such
Distribution Date occurs between and including July 2016 and June 2017, and (e) 50% of the Original
Group II Subordinate Principal Balance if such Distribution Date occurs during or after July 2017.
In addition, if on any Distribution Date the weighted average of the Subordinate Percentages
for such Distribution Date is equal to or greater than two times the weighted average of the initial
Subordinate Percentages, and (a) the aggregate Stated Principal Balance of the Group II Mortgage Loans
for all Sub-Loan Groups Delinquent 60 days or more (including for this purpose any such Mortgage Loans
in foreclosure and such Group II Mortgage Loans with respect to which the related Mortgaged Property has
been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate
Certificate Principal Balance of the Group II Subordinate Certificates does not exceed 50% and (b)(i) on
or prior to the Distribution Date in June 2009, cumulative Realized Losses on the Group II Mortgage
Loans for all Sub-Loan Groups in Loan Group II as of the end of the related Prepayment Period do not
exceed 20% of the Original Group II Subordinate Principal Balance and (ii) after the Distribution Date
in June 2009 cumulative Realized Losses on the Group II Mortgage Loans for all Sub-Loan Groups in Loan
Group II as of the end of the related Prepayment Period do not exceed 30% of the Original Group II
Subordinate Principal Balance, then, the Senior Prepayment Percentage for such Distribution Date will
equal the Senior Percentage for the related Certificate Group; provided, however, if on such
Distribution Date the Subordinate Percentage is equal to or greater than two times the initial
Subordinate Percentage on or prior to the Distribution Date occurring in June 2009 and the above
delinquency and loss tests are met, then the Senior Prepayment Percentage for the related Certificate
Group for such Distribution Date will equal the related Senior Percentage plus 50% of the related
Subordinate Percentage.
Notwithstanding the foregoing, if on any Distribution Date the percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Group II Senior Certificates immediately
preceding such Distribution Date, and the denominator of which is the Stated Principal Balance of the
Group II Mortgage Loans as of the beginning of the related Due Period, exceeds such percentage as of the
Cut-off Date, the Senior Prepayment Percentage with respect to all of the Group II Senior Certificates
will equal 100%.
Group II Subordinate Certificates: The Group II Offered Subordinate Certificates and the Group
II Non-Offered Subordinate Certificates.
Group II Subordinate Optimal Principal Amount: With respect to any Distribution Date and any
Sub-Loan Group in Loan Group II, an amount equal to the sum, without duplication, of the following (but
in no event greater than the aggregate Certificate Principal Balance of the Group II Subordinate
Certificates immediately prior to such Distribution Date):
(i) the related Subordinate Percentage of the principal portion of all Scheduled Payments
due on each Outstanding Mortgage Loan in the related Sub-Loan Group on the related Due Date as specified
in the amortization schedule at the time applicable thereto (after adjustment for previous Principal
Prepayments but before any adjustment to such amortization schedule by reason of any bankruptcy or
similar proceeding or any moratorium or similar waiver or grace period);
(ii) the related Subordinate Prepayment Percentage of the Stated Principal Balance of each
Mortgage Loan in the related Sub-Loan Group that was the subject of a Principal Prepayment in full
received by the Servicers during the related Prepayment Period;
(iii) the related Subordinate Prepayment Percentage of the amount of all Principal
Prepayments in part received by the Servicers in respect to the Mortgage Loan in the related Sub-Loan
Group during the related Prepayment Period;
(iv) the excess, if any, of (a) all Net Liquidation Proceeds allocable to principal
received during the related Prepayment Period in respect of each Liquidated Mortgage Loan in the related
Sub-Loan Group and all Subsequent Recoveries received in respect of each Liquidated Mortgage Loan during
the related Due Period over (b) the sum of the amounts distributable to the Senior Certificates in the
related Certificate Group pursuant to clause (iv) of the definition of Senior Optimal Principal Amount
on such Distribution Date;
(v) the related Subordinate Prepayment Percentage of the sum of (a) the Stated Principal
Balance of each Mortgage Loan in the related Sub-Loan Group that was purchased by the Sponsor in
connection with such Distribution Date and (b) the difference, if any, between the Stated Principal
Balance of a Mortgage Loan in the related Sub-Loan Group that has been replaced by the Sponsor with a
Substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in connection with such
Distribution Date over the Stated Principal Balance of such Substitute Mortgage Loan; and
(vi) on the Distribution Date on which the Certificate Principal Balances of the Senior
Certificates in the related Certificate Group have all been reduced to zero, 100% of the Senior Optimal
Principal Amount for the related Sub-Loan Group. After the aggregate Certificate Principal Balance of
the Subordinate Certificates has been reduced to zero, the Subordinate Optimal Principal Amount shall be
zero.
Group II Subordinate Percentage: With respect to each Sub-Loan Group included in Loan Group II
on any Distribution Date, 100% minus the Senior Percentage for the related Certificate Group.
Group II Subordinate Prepayment Percentage: With respect to each Loan Group included in Loan
Group II on any Distribution Date, 100% minus the Senior Percentage for the related Certificate Group.
Group III Aggregate Subordinate Optimal Principal Amount: With respect to any Distribution
Date, the sum of the Group III Subordinate Optimal Principal Amounts for all Sub-Loan Groups in Loan
Group III for such Distribution Date.
Group III Certificates: The Group III Senior Certificates and the Group III Subordinate
Certificates.
Group III Cross-Over Date: The first Distribution Date on which the aggregate Certificate
Principal Balance of the Group III Subordinate Certificates has been reduced to zero.
Group III Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group III Non-Offered Subordinate Certificates: The Class III-B-4, Class III-B-5 and Class
III-B-6 Certificates.
Group III Offered Certificates: The Group III Senior Certificates and the Group III Offered
Subordinate Certificates.
Group III Offered Subordinate Certificates: The Class III-B-1, Class III-B-2 and Class III-B-3
Certificates.
Group III Senior Certificates: The Class III-1A-1, Class III-1A-2, Class III-2A-1, Class
III-2A-2, Class III-3A-1, Class III-3A-2, Class III-3A-3, Class III-3A-4, Class III-3X-1 and Class
III-3X-2 Certificates.
Group III Senior Optimal Principal Amount: With respect to each Distribution Date and a
Certificate Group related to a Sub-Loan Group in Loan Group III, an amount equal to the sum, without
duplication, of the following (but in no event greater than the aggregate Certificate Principal Balances
of the related Certificate Group immediately prior to such Distribution Date):
(i) the related Senior Percentage of the principal portion of all Scheduled
Payments due on each Outstanding Mortgage Loan in the related Sub-Loan Group on the related Due Date as
specified in the amortization schedule at the time applicable thereto (after adjustments for previous
Principal Prepayments but before any adjustment to such amortization schedule by reason of any
bankruptcy or similar proceeding or any moratorium or similar waiver or grace period if the related
Distribution Date occurs prior to the related Cross-over Date);
(ii) the related Senior Prepayment Percentage of the Stated Principal Balance of
Mortgage Loan in the related Sub-Loan Group which was the subject of a Principal Prepayment in full
received by the Servicers during the related Prepayment Period;
(iii) the related Senior Prepayment Percentage of amount of all Principal
Prepayments in part allocated to principal received by the Servicers during the related Prepayment
Period in respect to each Mortgage Loan in the related Sub-Loan Group;
(iv) the lesser of (a) the related Senior Prepayment Percentage of the sum of (A)
all Net Liquidation Proceeds allocable to principal received in respect of each Mortgage Loan in the
related Sub-Loan Group that became a Liquidated Mortgage Loan during the related Prepayment Period
(other than Mortgage Loans described in the immediately following clause (B)) and all Subsequent
Recoveries received in respect of each Liquidated Mortgage Loan in the related Sub-Loan Group during the
related Due Period and (B) the Stated Principal Balance of each such Mortgage Loan purchased by an
insurer from the Trust during the related Prepayment Period pursuant to the related Primary Mortgage
Insurance Policy, if any, or otherwise and (b) the related Senior Percentage of the sum of (A) the
Stated Principal Balance of each Mortgage Loan in the related Sub-Loan Group which became a Liquidated
Mortgage Loan during the related Prepayment Period (other than the Mortgage Loans described in the
immediately following clause (B)) and all Subsequent Recoveries received in respect of each Liquidated
Mortgage Loan in the related Sub-Loan Group during the related Due Period and (B) the Stated Principal
Balance of each such Mortgage Loan that was purchased by an insurer from the Trust during the related
Prepayment Period pursuant to the related Primary Mortgage Insurance Policy, if any or otherwise;
(v) any amount allocated to the Available Funds of the related Sub-Loan Group
pursuant to Section 6.02(i)(a)(E); and
(vi) the related Senior Prepayment Percentage of the sum of (a) the Stated
Principal Balance of each Mortgage Loan in the related Sub-Loan Group that was repurchased by the
Sponsor in connection with such Distribution Date and (b) the excess, if any, of the Stated Principal
Balance of a Mortgage Loan in the related Sub-Loan Group that has been replaced by the Sponsor with a
substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in connection with such
Distribution Date over the Stated Principal Balance of such substitute Mortgage Loan.
Group III Senior Percentage: With respect to each Certificate Group related to a Sub-Loan
Group in Loan Group III, initially 92.65%. With respect to any Distribution Date and a Certificate
Group related to a Sub-Loan Group in Loan Group III, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the aggregate Certificate Principal Balance of the Senior Certificates in such
Certificate Group immediately preceding such Distribution Date by the aggregate Stated Principal Balance
of the Mortgage Loans in the related Sub-Loan Group as of the beginning of the related Due Period.
Group III Senior Prepayment Percentage: With respect to a Certificate Group related to a
Sub-Loan Group in Loan Group III and any Distribution Date occurring during the periods set forth below,
as follows:
Period (dates inclusive) Group III Senior Prepayment Percentage
July 2006 – June 2013 100%
July 2013 – June 2014 Senior Percentage for the related Certificate Group plus 70%
of the Subordinate Percentage for the related Sub-Loan Group.
July 2014 – June 2015 Senior Percentage for the related Certificate Group plus 60%
of the Subordinate Percentage for the related Sub-Loan Group.
July 2015 – June 2016 Senior Percentage for the related Certificate Group plus 40%
of the Subordinate Percentage for the related Sub-Loan Group.
July 2016 – June 2017 Senior Percentage for the related Certificate Group plus 20%
of the Subordinate Percentage for the related Sub-Loan Group.
July 2017 and thereafter Senior Percentage for the related Certificate Group.
In addition, no reduction of the Senior Prepayment Percentage for the related Certificate Group
shall occur on any Distribution Date unless, as of the last day of the month preceding such Distribution
Date, (A) the aggregate Stated Principal Balance of the Group III Mortgage Loans in all Sub-Loan Groups
in Loan Group III Delinquent 60 days or more (including for this purpose any such Group III Mortgage
Loans in foreclosure and Group III Mortgage Loans with respect to which the related Mortgaged Property
has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the
aggregate Certificate Principal Balance of the Group III Subordinate Certificates does not exceed 50%;
and (B) cumulative Realized Losses on the Group III Mortgage Loans in all Sub-Loan Groups in Loan Group
III do not exceed (a) 30% of the Original Group III Subordinate Principal Balance if such Distribution
Date occurs between and including July 2013 and June 2014, (b) 35% of the Original Group III Subordinate
Principal Balance if such Distribution Date occurs between and including July 2014 and June 2015, (c)
40% of the Original Group III Subordinate Principal Balance if such Distribution Date occurs between and
including July 2015 and June 2016, (d) 45% of the Original Group III Subordinate Principal Balance if
such Distribution Date occurs between and including July 2016 and June 2017, and (e) 50% of the Original
Group III Subordinate Principal Balance if such Distribution Date occurs during or after July 2017.
In addition, if on any Distribution Date the weighted average of the Subordinate Percentages
for such Distribution Date is equal to or greater than two times the weighted average of the initial
Subordinate Percentages, and (a) the aggregate Stated Principal Balance of the Group III Mortgage Loans
for all Sub-Loan Groups Delinquent 60 days or more (including for this purpose any such Mortgage Loans
in foreclosure and such Group III Mortgage Loans with respect to which the related Mortgaged Property
has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate
Certificate Principal Balance of the Group III Subordinate Certificates does not exceed 50% and
(b)(i) on or prior to the Distribution Date in June 2009, cumulative Realized Losses on the Group III
Mortgage Loans for all Sub-Loan Groups in Loan Group III as of the end of the related Prepayment Period
do not exceed 20% of the Original Group III Subordinate Principal Balance and (ii) after the
Distribution Date in June 2009 cumulative Realized Losses on the Group III Mortgage Loans for all
Sub-Loan Groups in Loan Group III as of the end of the related Prepayment Period do not exceed 30% of
the Original Group III Subordinate Principal Balance, then, the Senior Prepayment Percentage for such
Distribution Date will equal the Senior Percentage for the related Certificate Group; provided, however,
if on such Distribution Date the Subordinate Percentage is equal to or greater than two times the
initial Subordinate Percentage on or prior to the Distribution Date occurring in June 2009 and the above
delinquency and loss tests are met, then the Senior Prepayment Percentage for the related Certificate
Group for such Distribution Date will equal the related Senior Percentage plus 50% of the related
Subordinate Percentage.
Notwithstanding the foregoing, if on any Distribution Date the percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Group III Senior Certificates immediately
preceding such Distribution Date, and the denominator of which is the Stated Principal Balance of the
Group III Mortgage Loans as of the beginning of the related Due Period, exceeds such percentage as of
the Cut-off Date, the Senior Prepayment Percentage with respect to all of the Group III Senior
Certificates will equal 100%.
Group III Subordinate Certificates: The Group III Offered Subordinate Certificates and the
Group III Non-Offered Subordinate Certificates.
Group III Subordinate Optimal Principal Amount: With respect to any Distribution Date and any
Sub-Loan Group in Loan Group III, an amount equal to the sum, without duplication, of the following (but
in no event greater than the aggregate Certificate Principal Balance of the Group III Subordinate
Certificates immediately prior to such Distribution Date):
(i) the related Subordinate Percentage of the principal portion of all Scheduled Payments
due on each Outstanding Mortgage Loan in the related Sub-Loan Group on the related Due Date as specified
in the amortization schedule at the time applicable thereto (after adjustment for previous Principal
Prepayments but before any adjustment to such amortization schedule by reason of any bankruptcy or
similar proceeding or any moratorium or similar waiver or grace period);
(ii) the related Subordinate Prepayment Percentage of the Stated Principal Balance of each
Mortgage Loan in the related Sub-Loan Group that was the subject of a Principal Prepayment in full
received by the Servicers during the related Prepayment Period;
(iii) the related Subordinate Prepayment Percentage of the amount of all Principal
Prepayments in part received by the Servicers in respect to the Mortgage Loan in the related Sub-Loan
Group during the related Prepayment Period;
(iv) the excess, if any, of (a) all Net Liquidation Proceeds allocable to principal
received during the related Prepayment Period in respect of each Liquidated Mortgage Loan in the related
Sub-Loan Group and all Subsequent Recoveries received in respect of each Liquidated Mortgage Loan during
the related Due Period over (b) the sum of the amounts distributable to the Senior Certificates in the
related Certificate Group pursuant to clause (iv) of the definition of Senior Optimal Principal Amount
on such Distribution Date;
(v) the related Subordinate Prepayment Percentage of the sum of (a) the Stated Principal
Balance of each Mortgage Loan in the related Sub-Loan Group that was purchased by the Sponsor in
connection with such Distribution Date and (b) the difference, if any, between the Stated Principal
Balance of a Mortgage Loan in the related Sub-Loan Group that has been replaced by the Sponsor with a
Substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in connection with such
Distribution Date over the Stated Principal Balance of such Substitute Mortgage Loan; and
(vi) on the Distribution Date on which the Certificate Principal Balances of the Senior
Certificates in the related Certificate Group have all been reduced to zero, 100% of the Senior Optimal
Principal Amount for the related Sub-Loan Group. After the aggregate Certificate Principal Balance of
the Subordinate Certificates has been reduced to zero, the Subordinate Optimal Principal Amount shall be
zero.
Group III Subordinate Percentage: With respect to each Sub-Loan Group included in Loan Group
III on any Distribution Date, 100% minus the Senior Percentage for the related Certificate Group.
Group III Subordinate Prepayment Percentage: With respect to each Sub-Loan Group included in
Loan Group III on any Distribution Date, 100% minus the Senior Prepayment Percentage for the related
Certificate Group.
Holder: The Person in whose name a Certificate is registered in the Certificate Register,
except that, subject to Sections 11.02(b) and 11.05(e), solely for the purpose of giving any consent
pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Master
Servicer, the Securities Administrator or the Trustee or any Affiliate thereof shall be deemed not to be
outstanding and the Fractional Undivided Interest evidenced thereby shall not be taken into account in
determining whether the requisite percentage of Fractional Undivided Interests necessary to effect any
such consent has been obtained.
HSBC: HSBC Mortgage Corporation (USA), and its successor in interest.
HSBC Servicing Agreement: The Amended and Restated Purchase, Warranties and Servicing
Agreement, dated as of September 1, 2005, as amended by Amendment Reg AB, dated as of November 7, 2005,
between HSBC and EMC, attached hereto as Exhibit H-9.
Indemnified Persons: The Trustee, the Master Servicer, the Custodian and the Securities
Administrator and their officers, directors, agents and employees and, with respect to the Trustee, any
separate co-trustee and its officers, directors, agents and employees.
Index: The index, if any, specified in a Mortgage Note by reference to which the related
Mortgage Interest Rate will be adjusted from time to time.
Individual Certificate: Any Private Certificate registered in the name of the Holder other
than the Depository or its nominee.
IndyMac: IndyMac Bank, F.S.B., and its successor in interest.
Indy Mac Servicing Agreement: The Master Purchase, Warranties and Servicing Agreement, dated
as of August 1, 2001, between IndyMac and EMC, attached hereto as Exhibit H-10.
Initial Certification: The certification substantially in the form of Exhibit One to the
Custodial Agreement.
Institutional Accredited Investor: Any Person meeting the requirements of Rule 501(a)(l), (2),
(3) or (7) of Regulation D under the Securities Act or any entity all of the equity holders in which
come within such paragraphs.
Insurance Policy: With respect to any Mortgage Loan, any standard hazard insurance policy,
flood insurance policy or title insurance policy.
Insurance Proceeds: Amounts paid by the insurer under any Insurance Policy covering any
Mortgage Loan or Mortgaged Property other than amounts required to be paid over to the Mortgagor
pursuant to law or the related Mortgage Note or Security Instrument and other than amounts used to
repair or restore the Mortgaged Property or to reimburse insured expenses, including the related
Servicer's costs and expenses incurred in connection with presenting claims under the related Insurance
Policies.
Interest Accrual Period: With respect to each Distribution Date, for each Class of Group II
Certificates and Group III Certificates, the calendar month preceding the month in which such
Distribution Date occurs. The Interest Accrual Period for the Group I Certificates and the Class I-B-3,
Certificates will be the period from and including the preceding Distribution Date (or from and
including the Closing Date, in the case of the first Distribution Date) to and including the day prior
to the current Distribution Date.
Interest Adjustment Date: With respect to a Mortgage Loan, the date, if any, specified in the
related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.
Interest Carryforward Amount: As of the first Distribution Date and with respect to each Class
of Group I Offered Certificates, zero, and for each Distribution Date thereafter, the sum of (i) the
excess of (a) the Current Interest for such Class with respect to prior Distribution Dates over (b) the
amount actually distributed to such Class of Group I Certificates with respect to interest on or after
such prior Distribution Dates and (ii) interest thereon (to the extent permitted by applicable law) at
the applicable Pass-Through Rate for such Class for the related Interest Accrual Period including the
Interest Accrual Period relating to such Distribution Date.
Interest Funds: For any Distribution Date and each Sub-Loan Group in Loan Group I, (i) the sum,
without duplication, of (a) all scheduled interest collected in respect to the related Group I Mortgage
Loans in the related Sub-Loan Group during the related Due Period less the related Servicing Fee, (b)
all Monthly Advances relating to interest with respect to the related Group I Mortgage Loans in the
related Sub-Loan Group remitted by the related Servicer or Master Servicer, as applicable, on or prior
to the related Distribution Account Deposit Date, (c) all Compensating Interest Payments with respect to
the Group I Mortgage Loans in the related Sub-Loan Group and required to be remitted by the Master
Servicer pursuant to this Agreement or the related Servicer pursuant to the related Servicing Agreement
with respect to such Distribution Date, (d) Liquidation Proceeds with respect to the related Group I
Mortgage Loans in the related Sub-Loan Group collected during the related Prepayment Period (or, in the
case of Subsequent Recoveries, during the related Due Period), to the extent such Liquidation Proceeds
relate to interest, (e) all amounts relating to interest with respect to each related Group I Mortgage
Loan in the related Sub-Loan Group purchased by EMC pursuant to Sections 2.02 and 2.03 or by the
Depositor pursuant to Section 3.21 during the related Due Period, (f) all amounts in respect of interest
paid by EMC pursuant to Section 10.01 in respect to the related Sub-Loan Group in Loan Group I, in each
case to the extent remitted by EMC or its designee, as applicable, to the Distribution Account pursuant
to this Agreement, and (g) the interest proceeds received from the exercise of an optional termination
pursuant to Section 10.01 minus (ii) all amounts relating to interest required to be reimbursed pursuant
to Sections 4.01 and 4.05 or as otherwise set forth in this Agreement and allocated to such Sub-Loan
Group in Loan Group I.
Interest Shortfall: With respect to any Distribution Date and each Mortgage Loan that during
the related Prepayment Period was the subject of a Principal Prepayment or constitutes a Relief Act
Mortgage Loan, an amount determined as follows:
(a) Partial Principal Prepayments received during the relevant Prepayment Period:
The difference between (i) one month's interest at the applicable Net Rate on the amount of such
prepayment and (ii) the amount of interest for the calendar month of such prepayment (adjusted to the
applicable Net Rate) received at the time of such prepayment;
(b) Principal Prepayments in full received during the relevant Prepayment Period: The
difference between (i) one month's interest at the applicable Net Rate on the Stated Principal Balance
of such Mortgage Loan immediately prior to such prepayment and (ii) the amount of interest for the
calendar month of such prepayment (adjusted to the applicable Net Rate) received at the time of such
prepayment; and
(c) Relief Act Mortgage Loans: As to any Relief Act Mortgage Loan, the excess of (i) 30
days' interest (or, in the case of a principal prepayment in full, interest to the date of prepayment)
on the Stated Principal Balance thereof (or, in the case of a principal prepayment in part, on the
amount so prepaid) at the related Net Rate over (ii) 30 days' interest (or, in the case of a principal
prepayment in full, interest to the date of prepayment) on such Stated Principal Balance (or, in the
case of a Principal Prepayment in part, on the amount so prepaid) at the annual interest rate required
to be paid by the Mortgagor as limited by application of the Relief Act.
Interim Certification: The certification substantially in the form of Exhibit Two to the
Custodial Agreement.
Investment Letter: The letter to be furnished by each Institutional Accredited Investor which
purchases any of the Private Certificates in connection with such purchase, substantially in the form
set forth as Exhibit F-1 hereto.
Lender-Paid PMI Policy: Any lender-paid primary mortgage insurance policy.
Lender-Paid PMI Rate: With respect to each Mortgage Loan covered by a Lender-Paid PMI policy,
the premium to be paid by the applicable Servicer out of interest collections on the related Mortgage
Loan or with respect to any GMAC Mortgage Loan, paid by the Master Servicer, as stated in the Mortgage
Loan Schedule.
LIBOR Business Day: Any day other than a Saturday or a Sunday or a day on which banking
institutions in the city of London, England are required or authorized by law to be closed.
LIBOR Determination Date: With respect to each Class of Offered Certificates and for the first
Interest Accrual Period, June 27, 2006. With respect to each Class of Offered Certificates and any
Interest Accrual Period thereafter, the second LIBOR Business Day preceding the commencement of such
Interest Accrual Period.
Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which the Servicer or the Master
Servicer has determined that all amounts it expects to recover from or on account of such Mortgage Loan
have been recovered.
Liquidation Date: With respect to any Liquidated Mortgage Loan, the date on which the Master
Servicer or the Servicer has certified that such Mortgage Loan has become a Liquidated Mortgage Loan.
Liquidation Expenses: With respect to a Mortgage Loan in liquidation, unreimbursed expenses
paid or incurred by or for the account of the Master Servicer or the Servicer in connection with the
liquidation of such Mortgage Loan and the related Mortgage Property, such expenses including (a)
property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including
court costs and reasonable attorneys' fees, and (d) similar expenses reasonably paid or incurred in
connection with liquidation.
Liquidation Proceeds: Amounts received in connection with the liquidation of a defaulted
Mortgage Loan, whether through trustee's sale, foreclosure sale, Insurance Proceeds, condemnation
proceeds or otherwise and Subsequent Recoveries.
Loan Group: Loan Group I, Loan Group II or Loan Group III, as applicable.
Loan Group I: Sub-Loan Group I-1, Sub-Loan Group I-2 and Sub-Loan Group I-3.
Loan Group II: Sub-Loan Group II-1, Sub-Loan Group II-2 and Sub-Loan Group II-3.
Loan Group III: Sub-Loan Group III-1, Sub-Loan Group III-2 and Sub-Loan Group III-3.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the fraction, expressed as a
percentage, the numerator of which is the original principal balance of the related Mortgage Loan and
the denominator of which is the Original Value of the related Mortgaged Property.
Loss Allocation Limitation: The meaning specified in Section 6.04(c) hereof.
Loss Severity Percentage: With respect to any Distribution Date, the percentage equivalent of
a fraction, the numerator of which is the amount of Realized Losses incurred on a Mortgage Loan and the
denominator of which is the Stated Principal Balance of such Mortgage Loan immediately prior to the
liquidation of such Mortgage Loan.
Lost Notes: The original Mortgage Notes that have been lost, as indicated on the Mortgage Loan
Schedule.
Margin: With respect to any Distribution Date on or prior to the first possible optional
termination date for the Group I Certificates and (i) the Class I-1A-1 Certificates, 0.160% per annum,
(ii) the Class I-1A-2 Certificates, 0.230% per annum, (iii) the Class I-2A-1 Certificate, 0.170% per
annum, (iv) the Class I-2A-2 Certificate, 0.230% per annum, (v) the Class I-3A-1 Certificates, 0.160%
per annum, (vi) the Class I-3A-2 Certificates, 0.220% per annum, (vii) the Class I-M-1 Certificates,
0.330% per annum, (viii) the Class I-M-2 Certificates, 0.430% per annum, (ix) the Class I-B-1
Certificates, 1.250% per annum, (vii) the Class I-B-2 Certificates, 2.150% per annum, and (x) the Class
I-B-3 Certificates, 2.150% per annum; and with respect to any Distribution Date after the first possible
optional termination date for the Group I Certificates and (i) the Class I-1A-1 Certificates, 0.320% per
annum, (ii) the Class I-1A-2 Certificates, 0.460% per annum, (iii) the Class I-2A-1 Certificate, 0.340%
per annum, (iv) the Class I-2A-2 Certificate, 0.460% per annum, (v) the Class I-3A-1 Certificates,
0.320% per annum, (vi) the Class I-3A-2 Certificates, 0.440% per annum, (vii) the Class I-M-1
Certificates, 0.495% per annum, (viii) the Class I-M-2 Certificates, 0.645% per annum, (ix) the Class
I-B-1 Certificates, 1.875% per annum, (vii) the Class I-B-2 Certificates, 3.225% per annum, and (x) the
Class I-B-3 Certificates, 3.225% per annum.
Marker Rate: With respect to the Class B-IO Certificates or REMIC VI Regular Interest B-IO-I
and any Distribution Date, in relation to the REMIC III-B Regular Interests, a per annum rate equal to
two (2) times the weighted average of the Uncertificated REMIC III-B Pass-Through Rates for REMIC III-B
Regular Interest LT2 and REMIC III-B Regular Interest LT3.
Master Servicer: As of the Closing Date, Xxxxx Fargo Bank, National Association and,
thereafter, its respective successors in interest that meet the qualifications of the Servicing
Agreements and this Agreement.
Master Servicer Information: As defined in Section 3.18(c).
Master Servicing Compensation: The meaning specified in Section 3.14.
Material Defect: The meaning specified in Section 2.02(a).
Maximum Lifetime Mortgage Rate: The maximum level to which a Mortgage Interest Rate can adjust
in accordance with its terms, regardless of changes in the applicable Index.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing
under the laws of the State of Delaware, or any successor thereto.
MERS® System: The system of recording transfers of Mortgage Loans electronically maintained by
MERS.
Mid America: Mid America Bank, fsb, and its successor in interest.
Mid America Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of
February 1, 2006, as amended by Amendment No. 1 to the Purchase, Warranties and Servicing Agreement,
dated as of February 1, 2006, between Mid America and EMC, attached hereto as Exhibit H-11.
MIN: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS®
System.
Minimum Lifetime Mortgage Rate: The minimum level to which a Mortgage Interest Rate can adjust
in accordance with its terms, regardless of changes in the applicable Index.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the
origination thereof.
Monthly Advance: An advance of principal or interest required to be made by the applicable
Servicer pursuant to the related Servicing Agreement or the Master Servicer pursuant to Section 6.08.
Monthly Statement: The statement delivered to the Certificateholders pursuant to Section 6.07.
Monthly Delinquency Percentage: With respect to a Distribution Date, the percentage equivalent
of a fraction, the numerator of which is the aggregate Stated Principal Balance of the Group I Mortgage
Loans that are 60 days or more Delinquent or are in bankruptcy or foreclosure or are REO Properties for
such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of Group I
Mortgage Loans for such Distribution Date.
Moody's: Xxxxx'x Investors Service, Inc. or its successor in interest.
Mortgage: The mortgage, deed of trust or other instrument creating a first priority lien on an
estate in fee simple or leasehold interest in real property securing a Mortgage Loan.
Mortgage File: The mortgage documents listed in Section 2.01(b) 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: The annual rate at which interest accrues from time to time on any
Mortgage Loan pursuant to the related Mortgage Note, which rate is initially equal to the "Mortgage
Interest Rate" set forth with respect thereto on the Mortgage Loan Schedule.
Mortgage Loan: A mortgage loan transferred and assigned to the Trustee pursuant to Section
2.01, Section 2.04 or Section 2.07 and held as a part of the Trust Fund, as identified in the Mortgage
Loan Schedule (which shall include, without limitation, with respect to each Mortgage Loan, each related
Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto), including a mortgage
loan the property securing which has become an REO Property.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement dated as of June 30,
2006, between EMC, as seller, and Structured Asset Mortgage Investments II Inc., as purchaser, and all
amendments thereof and supplements thereto, attached as Exhibit J.
Mortgage Loan Schedule: The schedule, attached hereto as Exhibit B with respect to the
Mortgage Loans, as amended from time to time to reflect the repurchase or substitution of Mortgage Loans
pursuant to this Agreement or the Mortgage Loan Purchase Agreement, as the case may be.
Mortgage Note: The originally executed note or other evidence of the indebtedness of a
Mortgagor under the related Mortgage Loan.
Mortgaged Property: Land and improvements securing the indebtedness of a Mortgagor under the
related Mortgage Loan or, in the case of REO Property, such REO Property.
Mortgagor: The obligor on a Mortgage Note.
Net Interest Shortfall: With respect to any Distribution Date, the Interest Shortfall, if any,
for such Distribution Date net of Compensating Interest Payments made with respect to such Distribution
Date.
Net Liquidation Proceeds: As to any Liquidated Mortgage Loan, Liquidation Proceeds net of
(i) Liquidation Expenses which are payable therefrom to the Servicer or the Master Servicer in accordance
with the Servicing Agreement or this Agreement and (ii) unreimbursed advances by the Servicer or the
Master Servicer and Monthly Advances.
Net Rate: With respect to each Mortgage Loan, the Mortgage Interest Rate in effect from time
to time less the sum of (1) the Servicing Fee Rate and (2) the Lender Paid PMI Rate, if any,
attributable thereto, in each case expressed as a per annum rate.
Net Rate Cap: For any Distribution Date and the Group I Offered Certificates and the Class
I-B-3 Certificates, the weighted average of the Net Rates of the Group I Mortgage Loans in the related
Sub-Loan Group as of the beginning of the related Due Period, weighted on the basis of the Stated
Principal Balances thereof as of the preceding Distribution Date, in each case as adjusted to an
effective rate reflecting the accrual of interest on the basis of a 360-day year and the actual number
of days elapsed in the related Interest Accrual Period For federal income tax purposes, the Net Rate
Cap with respect to the Group I Subordinate Certificates is equal to the weighted average of the
Uncertificated Pass-Through Rates for REMIC III-B Regular Xxxxxxxxx XX-X0, LT-Y2 and LT-Y3.
NIM Issuer: The entity established as the issuer of any NIM Securities.
NIM Securities: Any debt securities secured or otherwise backed by some or all of the Class XP
Certificates and Class R-X Certificate.
NIM Trustee: The trustee for any NIM Securities.
Non-Offered Subordinate Certificates: The Group I Non-Offered Subordinate Certificates, the
Group II Non-Offered Subordinate Certificates and the Group III Non-Offered Subordinate Certificates.
Nonrecoverable Advance: Any advance or Monthly Advance (i) which was previously made or is
proposed to be made by the Master Servicer, the Trustee (in its capacity as successor Master Servicer)
or the applicable Servicer and (ii) which, in the good faith judgment of the Master Servicer, the
Trustee in its capacity as successor Master Servicer or the applicable Servicer, will not or, in the case
of a proposed advance or Monthly Advance, would not, be ultimately recoverable by the Master Servicer,
the Trustee (as successor Master Servicer) or the applicable Servicer from Liquidation Proceeds,
Insurance Proceeds or future payments on the Mortgage Loan for which such advance or Monthly Advance was
made or is proposed to be made.
Notional Amount: The Notional Amount of (i) the Class II-1X-1 Certificates immediately prior
to any Distribution Date is equal to the Certificate Principal Balance of the Class II-1A-1
Certificates, (ii) the Class II-1X-2 Certificates, immediately prior to any Distribution Date is equal
to the Certificate Principal Balance of the Class II-2A-1 Certificates, (iii) the Class II-2X-1
Certificates immediately prior to any Distribution Date is equal to the Certificate Principal Balance of
the Class II-2A-1 Certificates, (iv) the Class II-2X-2 Certificates immediately prior to any
Distribution Date is equal to the Certificate Principal Balance of the Class II-2A-2 Certificates, (v)
the Class II-3X-1 Certificates immediately prior to any Distribution Date is equal to the Certificate
Principal Balance of the Class II-3A-1, Class II-3A-3 and Class II-3A-4 Certificates (in the aggregate),
(vi) the Class II-3X-2 Certificates immediately prior to any Distribution Date is equal to the
Certificate Principal Balance of the Class II-3A-1, Class II-3A-2, Class II-3A-3, Class II-3A-4 and
Class II-3A-5 Certificates (in the aggregate), (vii) the Class III-3X-1 Certificates immediately prior
to any Distribution Date is equal to the Certificate Principal Balance of the Class III-3A-1
Certificates, Class III-3A-2, Class III-3A-3 and Class III-3A-4 Certificates (in the aggregate), (viii)
the Class III-3X-2 Certificates immediately prior to any Distribution Date is equal to the Certificate
Principal Balance of the Class III-3A-2 Certificates and Class III-3A-3 Certificates (in the aggregate),
and (ix) the Class B-IO Certificates immediately prior to any Distribution Date is equal to the
aggregate of the Uncertificated Principal Balances of the REMIC III-B Regular Interests.
Offered Certificates: The Group I Offered Certificates, the Group II Offered Certificates and
the Group III Offered Certificates.
Offered Subordinate Certificates: The Group I Offered Subordinate Certificates, the Group II
Offered Subordinate Certificates and the Group III Offered Subordinate Certificates.
Officer's Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of
the Board, the President or a Vice President or Assistant Vice President or other authorized officer of
the Master Servicer, the Sellers, any Servicer or the Depositor, as applicable, and delivered to the
Trustee, as required by this Agreement.
One-Month LIBOR: With respect to any Interest Accrual Period, the rate determined by the
Securities Administrator on the related LIBOR Determination Date on the basis of the rate for U.S.
dollar deposits for one month that appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time)
on such LIBOR Determination Date; provided that the parties hereto acknowledge that One-Month LIBOR for
the first Interest Accrual Period shall the rate determined by the Securities Administrator two Business
Days prior to the Closing Date. If such rate does not appear on such page (or such other page as may
replace that page on that service, or if such service is no longer offered, such other service for
displaying One-Month LIBOR or comparable rates as may be reasonably selected by the Securities
Administrator), One-Month LIBOR for the applicable Interest Accrual Period will be the Reference Bank
Rate. If no such quotations can be obtained by the Securities Administrator and no Reference Bank Rate
is available, One-Month LIBOR will be One-Month LIBOR applicable to the preceding Interest Accrual
Period.
Opinion of Counsel: A written opinion of counsel who is or are acceptable to the Trustee and
who, unless required to be Independent (an "Opinion of Independent Counsel"), may be internal counsel
for the Company, the Master Servicer or the Depositor.
Optional Termination Date: With respect to (i) the Group I Mortgage Loans, the Distribution
Date on which the aggregate Stated Principal Balance of the Group I Mortgage Loans is less than 20% of
the Cut-off Date Balance as of the Closing Date, (ii) with respect to the Group II Mortgage Loans, the
Distribution Date on which the aggregate Stated Principal Balance of the Group II Mortgage Loans is less
than 10% of the Cut-off Date Balance and (iii) with respect to the Group III Mortgage Loans, the
Distribution Date on which the aggregate Stated Principal Balance of the Group III Mortgage Loans is
less than 10% of the Cut-off Date Balance as of the Closing Date.
Original Group II Subordinate Principal Balance: The sum of the aggregate Certificate
Principal Balances of each Class of Group II Subordinate Certificates as of the Closing Date.
Original Group III Subordinate Principal Balance: The sum of the aggregate Certificate
Principal Balances of each Class of Group III Subordinate Certificates as of the Closing Date.
Original Value: The lesser of (i) the Appraised Value or (ii) the sales price of a Mortgaged
Property at the time of origination of a Mortgage Loan, except in instances where either clauses (i) or
(ii) is unavailable, the other may be used to determine the Original Value, or if both clauses (i) and
(ii) are unavailable, Original Value may be determined from other sources reasonably acceptable to the
Depositor.
Outstanding Mortgage Loan: With respect to any Due Date, a Mortgage Loan which, prior to such
Due Date, was not the subject of a Principal Prepayment in full, did not become a Liquidated Mortgage
Loan and was not purchased or replaced.
Outstanding Principal Balance: As of the time of any determination, the principal balance of a
Mortgage Loan remaining to be paid by the Mortgagor, or, in the case of an REO Property, the principal
balance of the related Mortgage Loan remaining to be paid by the Mortgagor at the time such property was
acquired by the Trust Fund less any Net Liquidation Proceeds with respect thereto to the extent applied
to principal.
Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of
(a) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date over
(b) the aggregate Certificate Principal Balance of the Group I Offered Certificates and the Class I-B-3
Certificates on such Distribution Date (after taking into account the payment of principal other than
any Extra Principal Distribution Amount on such Certificates).
Overcollateralization Release Amount: With respect to any Distribution Date is the lesser of
(x) the sum of the amounts described in clauses (1) through (5) in the definition of Principal Funds for
such Distribution Date and (y) the excess, if any, of (i) the Overcollateralization Amount for such
Distribution Date (assuming that 100% of such Principal Funds is applied as a principal payment on such
Distribution Date) over (ii) the Overcollateralization Target Amount for such Distribution Date (with
the amount pursuant to clause (y) deemed to be $0 if the Overcollateralization Amount is less than or
equal to the Overcollateralization Target Amount on that Distribution Date).
Overcollateralization Target Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date, 1.25% of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the
Cut-off Date, (b) on or after the Stepdown Date and if a Trigger Event is not in effect, the greater of
(i) the lesser of (1) 1.25% of the aggregate Stated Principal Balance of the Group I Mortgage Loans as
of the Cut-off Date and (2) 2.50% of the then current aggregate Stated Principal Balance of the Group I
Mortgage Loans as of such Distribution Date and (ii) $13,210,072.95 and (c) on or after the Stepdown
Date and if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately
preceding Distribution Date.
Party Participating in the Servicing Function: Any Person performing any of the
responsibilities set forth in Exhibit K.
Pass-Through Rate: As to each Class of Certificates, the rate of interest determined as
provided with respect thereto in Section 5.01(c). Any monthly calculation of interest at a stated rate
shall be based upon annual interest at such rate divided by twelve.
Paying Agent: The Securities Administrator, or its successor in interest, or any successor
securities administrator appointed as herein provided.
Periodic Rate Cap: With respect to each Mortgage Loan, the maximum adjustment that can be made
to the Mortgage Interest Rate on each Interest Adjustment Date in accordance with its terms, regardless
of changes in the applicable Index.
Permitted Investments: Any one or more of the following obligations or securities held in the
name of the Trustee for the benefit of the Certificateholders:
(i) direct obligations of, and obligations the timely payment of which are fully
guaranteed by the United States of America or any agency or instrumentality of the United States of
America the obligations of which are backed by the full faith and credit of the United States of America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by
any depository institution or trust company incorporated under the laws of the United States of America
or any state thereof (including the Trustee, the Securities Administrator or the Master Servicer or its
Affiliates acting in its commercial banking capacity) and subject to supervision and examination by
federal and/or state banking authorities, provided that the commercial paper and/or the short-term debt
rating and/or the long-term unsecured debt obligations of such depository institution or trust company
at the time of such investment or contractual commitment providing for such investment have the
Applicable Credit Rating or better from each Rating Agency and (b) any other demand or time deposit or
certificate of deposit that is fully insured by the Federal Deposit Insurance Corporation;
(iii) repurchase obligations with respect to (a) any security described in clause
(i) above or (b) any other security issued or guaranteed by an agency or instrumentality of the United
States of America, the obligations of which are backed by the full faith and credit of the United States
of America, in either case entered into with a depository institution or trust company (acting as
principal) described in clause (ii)(a) above where the Securities Administrator holds the security in
the name of the Trustee therefor;
(iv) securities bearing interest or sold at a discount issued by any corporation
(including the Trustee, the Securities Administrator or the Master Servicer or its Affiliates)
incorporated under the laws of the United States of America or any state thereof that have the
Applicable Credit Rating or better from each Rating Agency at the time of such investment or contractual
commitment providing for such investment; provided, however, that securities issued by any particular
corporation will not be Permitted Investments to the extent that investments therein will cause the then
outstanding principal amount of securities issued by such corporation and held as part of the Trust to
exceed 10% of the aggregate Outstanding Principal Balances of all the Mortgage Loans and Permitted
Investments held as part of the Trust;
(v) commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more than one year after the
date of issuance thereof) having the Applicable Credit Rating or better from each Rating Agency at the
time of such investment;
(vi) a Reinvestment Agreement issued by any bank, insurance company or other
corporation or entity;
(vii) any other demand, money market or time deposit, obligation, security or
investment as may be acceptable to each Rating Agency as evidenced in writing by each Rating Agency to
the Trustee and the Securities Administrator; and
(viii) interests in any money market fund (including any such fund managed or advised
by the Trustee, the Securities Administrator or the Master Servicer or any affiliate thereof) which at
the date of acquisition of the interests in such fund and throughout the time such interests are held in
such fund has the highest applicable short term rating by each Rating Agency rating such funds or such
lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the
Certificates by each Rating Agency, as evidenced in writing; provided, however, that no instrument or
security shall be a Permitted Investment if such instrument or security evidences a right to receive
only interest payments with respect to the obligations underlying such instrument or if such security
provides for payment of both principal and interest with a yield to maturity in excess of 120% of the
yield to maturity at par or if such instrument or security is purchased at a price greater than par.
Permitted Transferee: Any Person other than a Disqualified Organization or an "electing large
partnership" (as defined by Section 775 of the Code).
Person: Any individual, corporation, partnership, joint venture, association, limited
liability company, joint-stock company, trust, unincorporated organization or government or any agency
or political subdivision thereof.
PHH: PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation), and any
successor thereto.
PHH Servicing Agreement: The Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated
as of April 26, 2001, between Xxxxxx'x Gate Residential Mortgage Trust and EMC, as amended by the
Recognition Agreement dated as of June 1, 2006, as attached hereto as Exhibit H-12.
Physical Certificates: The Residual Certificates and the Private Certificates.
Plan: The meaning specified in Section 5.07(a).
Prepayment Charge: With respect to any Mortgage Loan, the charges or premiums, if any, due in
connection with a full or partial prepayment of such Mortgage Loan in accordance with the terms thereof
and described in the Mortgage Loan Schedule.
Prepayment Charge Loan: Any Mortgage Loan for which a Prepayment Charge may be assessed and to
which such Prepayment Charge the related Class XP Certificates are entitled, as indicated on the
Mortgage Loan Schedule.
Prepayment Interest Shortfall: With respect to any Distribution Date, for each Mortgage Loan
that was the subject of a partial Principal Prepayment or a Principal Prepayment in full during the
related Prepayment Period (other than a Principal Prepayment in full resulting from the purchase of a
Group I Mortgage Loan pursuant to Section 2.02, 2.03, 3.21 or 10.01 hereof), the amount, if any, by
which (i) one month's interest at the applicable Net Rate on the Stated Principal Balance of such Group
I Mortgage Loan immediately prior to such prepayment or in the case of a partial Principal Prepayment on
the amount of such prepayment exceeds (ii) the amount of interest paid or collected in connection with
such Principal Prepayment less the sum of (a) any Prepayment Charges and (b) the related Servicing Fee.
Prepayment Period: With respect to any Distribution Date and the Mortgage Loans serviced by
EMC, the period from the sixteenth day of the calendar month preceding the calendar month in which such
Distribution Date occurs through the close of business on the fifteenth day of the calendar month in
which such Distribution Date occurs. With respect to any Distribution Date and all other Mortgage
Loans, the period that is provided in the related Servicing Agreement.
Primary Mortgage Insurance Policy: Any primary mortgage guaranty insurance policy issued in
connection with a Mortgage Loan which provides compensation to a Mortgage Note holder in the event of
default by the obligor under such Mortgage Note or the related Security Instrument, if any or any
replacement policy therefor through the related Interest Accrual Period for such Class relating to a
Distribution Date.
Principal Distribution Amount: With respect to each Distribution Date, an amount equal to the
excess of (i) sum of (a) the Principal Funds for such Distribution Date and (b) any Extra Principal
Distribution Amount for such Distribution Date over (ii) any Overcollateralization Release Amount for
such Distribution Date.
Principal Funds: the sum, without duplication, of
1. the Scheduled Principal collected on the Group I Mortgage Loans in the related
Sub-Loan Group during the related Due Period or advanced on or before the related
servicer advance date,
2. prepayments in respect of the Group I Mortgage Loans in the related Sub-Loan Group,
exclusive of any Prepayment Charges, collected in the related Prepayment Period,
3. the Stated Principal Balance of each Group I Mortgage Loans in the related Sub-Loan
Group that was repurchased by the Depositor or the related Servicer during the related
Due Period,
4. the amount, if any, by which the aggregate unpaid principal balance of any Substitute
Mortgage Loans is less than the aggregate unpaid principal balance of any deleted
mortgage loans delivered by the related Servicer in connection with a substitution of
Group I Mortgage Loans in the related Sub-Loan Group during the related Due Period,
5. all Liquidation Proceeds collected during the related Prepayment Period (or in the
case of Subsequent Recoveries, during the related Due Period) on the Group I Mortgage
Loans in the related Sub-Loan Group, to the extent such Liquidation Proceeds relate to
principal, less all related Nonrecoverable Advances relating to principal reimbursed
during the related Due Period, and
6. the principal portion of the purchase price of the assets of the Trust allocated to
the related Sub-Loan Group upon the exercise by EMC or its designee of its optional
termination right with respect to the Group I Mortgage Loans, minus
7. any amounts payable to or required to be reimbursed to EMC, the Depositor, any
Servicer, the Master Servicer, the Custodian, the Trustee or the Securities
Administrator with respect to the Group I Mortgage Loans and allocated to the related
Sub-Loan Group, as provided in the Agreement.
Principal Prepayment: Any payment (whether partial or full) or other recovery of principal on
a Mortgage Loan which is received in advance of its scheduled Due Date to the extent that it is not
accompanied by an amount as to interest representing scheduled interest due on any date or dates in any
month or months subsequent to the month of prepayment, including Insurance Proceeds and Repurchase
Proceeds, but excluding the principal portion of Net Liquidation Proceeds received at the time a
Mortgage Loan becomes a Liquidated Mortgage Loan.
Private Certificates: The Class I-B-3, Class B-IO, Class I-XP, Class II-XP, Class II-B-9,
Class II-B-10, Class II-B-11, Class III-B-4, Class III-B-5 and Class III-B-6 Certificates.
Prospectus: The prospectus, dated March 28, 2006, as supplemented by the prospectus supplement
dated June 29, 2006 (as the same may be amended from time to time), relating to the offering of the
Offered Certificates.
Protected Account: An account established and maintained for the benefit of Certificateholders
by each Servicer with respect to the related Mortgage Loans and with respect to REO Property pursuant to
the related Servicing Agreement.
QIB: A Qualified Institutional Buyer as defined in Rule 144A promulgated under the Securities
Act.
Qualified Insurer: Any insurance company duly qualified as such under the laws of the state or
states in which the related Mortgaged Property or Mortgaged Properties is or are located, duly
authorized and licensed in such state or states to transact the type of insurance business in which it
is engaged and approved as an insurer by the Master Servicer, so long as the claims paying ability of
which is acceptable to the Rating Agencies for pass-through certificates having the same rating as the
Certificates rated by the Rating Agencies as of the Closing Date.
Rating Agencies: Moody's and S&P.
Realized Loss: Any (i) Bankruptcy Loss or (ii) as to any Liquidated Mortgage Loan, (x) the
Outstanding Principal Balance of such Liquidated Mortgage Loan plus accrued and unpaid interest thereon
at the Mortgage Interest Rate through the last day of the month of such liquidation, less (y) the
related Net Liquidation Proceeds with respect to such Mortgage Loan and the related Mortgaged Property
that are allocated to principal. In addition, to the extent the Master Servicer receives Subsequent
Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss with respect to that
Mortgage Loan will be reduced to the extent such recoveries are applied to reduce the Certificate
Principal Balance of any Class of Certificates on any Distribution Date.
Realized Losses on the Group I Mortgage Loans shall be allocated to the REMIC III-A Regular
Interests as follows: (1) The interest portion of Realized Losses and Net Interest Shortfalls on the
Sub-Loan Group I-1 Loans, if any, shall be allocated between REMIC III-A Regular Interests Y-1 and Z-1
pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; (2) the
interest portion of Realized Losses and Net Interest Shortfalls on the Sub-Loan Group I-2 Loans, if any,
shall be allocated between REMIC III-A Regular Interests Y-2 and Z-2 pro rata according to the amount of
interest accrued but unpaid thereon, in reduction thereof; and (3) the interest portion of Realized
Losses and Net Interest Shortfalls on the Sub-Loan Group I-3 Loans, if any, shall be allocated between
REMIC III-A Regular Interests Y-3 and Z-3 pro rata according to the amount of interest accrued but
unpaid thereon, in reduction thereof. Any interest portion of such Realized Losses in excess of the
amount allocated pursuant to the preceding sentence shall be treated as a principal portion of Realized
Losses not attributable to any specific Mortgage Loan in such Group and allocated pursuant to the
succeeding sentences. The principal portion of Realized Losses with respect to the Group I Mortgage
Loans shall be allocated to the REMIC III-A Regular Interests as follows: (1) the principal portion of
Realized Losses on the Sub-Loan Group I-1 Loans shall be allocated, first, to REMIC III-A Regular
Interest Y-1 to the extent of the REMIC III-A Y-1 Principal Reduction Amount in reduction of the
Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of such
principal portion of such Realized Losses shall be allocated to REMIC III-A Regular Interest Z-1 in
reduction of the Uncertificated Principal Balance thereof; (2) the principal portion of Realized Losses
on the Sub-Loan Group I-2 Loans shall be allocated, first, to REMIC III-A Regular Interest Y-2 to the
extent of the REMIC III-A Y-2 Principal Reduction Amount in reduction of the Uncertificated Principal
Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such
Realized Losses shall be allocated to REMIC III-A Regular Interest Z-2 in reduction of the
Uncertificated Principal Balance thereof; and (3) the principal portion of Realized Losses on the
Sub-Loan Group I-3 Loans shall be allocated, first, to REMIC III-A Regular Interest Y-3 to the extent of
the REMIC III-A Y-3 Principal Reduction Amount in reduction of the Uncertificated Principal Balance of
such Regular Interest and, second, the remainder, if any, of such principal portion of such Realized
Losses shall be allocated to REMIC III-A Regular Interest Z-3 in reduction of the Uncertificated
Principal Balance thereof. For any Distribution Date, reductions in the Uncertificated Principal
Balances of each REMIC III-A Y and Z Regular Interest pursuant to this definition of Realized Loss shall
be determined, and shall be deemed to occur, prior to any reductions of such Uncertificated Principal
Balances by distributions on such Distribution Date.
Realized Losses on the Group II Mortgage Loans shall be allocated to the REMIC I Regular
Interests as follows: (1) The interest portion of Realized Losses and Net Interest Shortfalls on the
Sub-Loan Group II-1 Loans, if any, shall be allocated between REMIC I Regular Interests Y-1 and Z-1 pro
rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; (2) the
interest portion of Realized Losses and Net Interest Shortfalls on the Sub-Loan Group II-2 Loans, if
any, shall be allocated between REMIC I Regular Interests Y-2 and Z-2 pro rata according to the amount
of interest accrued but unpaid thereon, in reduction thereof; and (3) the interest portion of Realized
Losses and Net Interest Shortfalls on the Sub-Loan Group II-3 Loans, if any, shall be allocated between
REMIC I Regular Interests Y-3 and Z-3 pro rata according to the amount of interest accrued but unpaid
thereon, in reduction thereof. Any interest portion of such Realized Losses in excess of the amount
allocated pursuant to the preceding sentence shall be treated as a principal portion of Realized Losses
not attributable to any specific Mortgage Loan in such Group and allocated pursuant to the succeeding
sentences. The principal portion of Realized Losses with respect to the Group II Mortgage Loans shall
be allocated to the REMIC I Regular Interests as follows: (1) the principal portion of Realized Losses
on the Sub-Loan Group II-1 Loans shall be allocated, first, to REMIC I Regular Interest Y-1 to the
extent of the REMIC I Y-1 Principal Reduction Amount in reduction of the Uncertificated Principal
Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such
Realized Losses shall be allocated to REMIC I Regular Interest Z-1 in reduction of the Uncertificated
Principal Balance thereof; (2) the principal portion of Realized Losses on the Sub-Loan Group II-2 Loans
shall be allocated, first, to REMIC I Regular Interest Y-2 to the extent of the REMIC I Y-2 Principal
Reduction Amount in reduction of the Uncertificated Principal Balance of such Regular Interest and,
second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to
REMIC I Regular Interest Z-2 in reduction of the Uncertificated Principal Balance thereof; and (3) the
principal portion of Realized Losses on the Sub-Loan Group II-3 Loans shall be allocated, first, to
REMIC I Regular Interest Y-3 to the extent of the REMIC I Y-3 Principal Reduction Amount in reduction of
the Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of
such principal portion of such Realized Losses shall be allocated to REMIC I Regular Interest Z-3 in
reduction of the Uncertificated Principal Balance thereof. For any Distribution Date, reductions in the
Uncertificated Principal Balances of each REMIC I Y and Z Regular Interest pursuant to this definition
of Realized Loss shall be determined, and shall be deemed to occur, prior to any reductions of such
Uncertificated Principal Balances by distributions on such Distribution Date.
Realized Losses on the Group III Mortgage Loans shall be allocated to the REMIC II Regular
Interests as follows: (1) The interest portion of Realized Losses and Net Interest Shortfalls on the
Sub-Loan Group III-1 Loans, if any, shall be allocated between REMIC II Regular Interests Y-1 and Z-1
pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; (2) the
interest portion of Realized Losses and Net Interest Shortfalls on the Sub-Loan Group III-2 Loans, if
any, shall be allocated between REMIC II Regular Interests Y-2 and Z-2 pro rata according to the amount
of interest accrued but unpaid thereon, in reduction thereof; and (3) the interest portion of Realized
Losses and Net Interest Shortfalls on the Sub-Loan Group III-3 Loans, if any, shall be allocated between
REMIC II Regular Interests Y-3 and Z-3 pro rata according to the amount of interest accrued but unpaid
thereon, in reduction thereof. Any interest portion of such Realized Losses in excess of the amount
allocated pursuant to the preceding sentence shall be treated as a principal portion of Realized Losses
not attributable to any specific Mortgage Loan in such Group and allocated pursuant to the succeeding
sentences. The principal portion of Realized Losses with respect to the Group III Mortgage Loans shall
be allocated to the REMIC II Regular Interests as follows: (1) the principal portion of Realized Losses
on the Sub-Loan Group III-1 Loans shall be allocated, first, to REMIC II Regular Interest Y-1 to the
extent of the REMIC II Y-1 Principal Reduction Amount in reduction of the Uncertificated Principal
Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such
Realized Losses shall be allocated to REMIC II Regular Interest Z-1 in reduction of the Uncertificated
Principal Balance thereof; (2) the principal portion of Realized Losses on the Sub-Loan Group III-2
Loans shall be allocated, first, to REMIC II Regular Interest Y-2 to the extent of the REMIC II Y-2
Principal Reduction Amount in reduction of the Uncertificated Principal Balance of such Regular Interest
and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated
to REMIC II Regular Interest Z-2 in reduction of the Uncertificated Principal Balance thereof; and (3)
the principal portion of Realized Losses on the Sub-Loan Group III-3 Loans shall be allocated, first, to
REMIC II Regular Interest Y-3 to the extent of the REMIC II Y-3 Principal Reduction Amount in reduction
of the Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of
such principal portion of such Realized Losses shall be allocated to REMIC II Regular Interest Z-3 in
reduction of the Uncertificated Principal Balance thereof. For any Distribution Date, reductions in the
Uncertificated Principal Balances of each REMIC II Y and Z Regular Interest pursuant to this definition
of Realized Loss shall be determined, and shall be deemed to occur, prior to any reductions of such
Uncertificated Principal Balances by distributions on such Distribution Date.
Record Date: For each Class of Group I Certificates, the Business Day preceding the applicable
Distribution Date so long as such Class of Certificates remains in book-entry form; and otherwise, the
close of business on the last Business Day of the month immediately preceding the month of such
Distribution Date. For each Class of Group II Certificates and Group III Certificates, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution Date.
Reference Bank: A leading bank selected by the Securities Administrator that is engaged in
transactions in Eurodollar deposits in the international Eurocurrency market.
Reference Bank Rate: With respect to any Interest Accrual Period, the arithmetic mean, rounded
upwards, if necessary, to the nearest whole multiple of 0.03125%, of the offered rates for United States
dollar deposits for one month that are quoted by the Reference Banks as of 11:00 a.m., New York City
time, on the related interest determination date to prime banks in the London interbank market for a
period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of all
Classes of Group I Offered Certificates for such Interest Accrual Period, provided that at least two
such Reference Banks provide such rate. If fewer than two offered rates appear, the Reference Bank Rate
will be the arithmetic mean, rounded upwards, if necessary, to the nearest whole multiple of 0.03125%,
of the rates quoted by one or more major banks in New York City, selected by the Securities
Administrator, as of 11:00 a.m., New York City time, on such date for loans in U.S. dollars to leading
European banks for a period of one month in amounts approximately equal to the aggregate Certificate
Principal Balance of all Classes of Group I Offered Certificates.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and
interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
Reinvestment Agreements: One or more reinvestment agreements, acceptable to the Rating
Agencies, from a bank, insurance company or other corporation or entity (including the Trustee).
Related Certificates: (A) For each REMIC IV Regular Interest, the Class or Classes of
Certificates show opposite the name of such REMIC IV Regular Interest in the following table:
------------------------------------------------------------ ---------------------------------------------------------
REMIC IV Regular Interest Classes of Certificates
------------------------------------------------------------ ---------------------------------------------------------
II-1A II-1A-1; II-1A-2; II-1X-1
------------------------------------------------------------ ---------------------------------------------------------
II-2A-1 II-2A-1; II-2X-1
------------------------------------------------------------ ---------------------------------------------------------
II-2A-2 II-2A-2; II-2X-2
------------------------------------------------------------ ---------------------------------------------------------
II-3A-134 II-3A-1; II-3A-3; II-3A-4; II-3X-1; II-3X-2
------------------------------------------------------------ ---------------------------------------------------------
II-3A-25 II-3A-2; II-3A-5; II-3X-2
------------------------------------------------------------ ---------------------------------------------------------
II-B-1 II-B-1
------------------------------------------------------------ ---------------------------------------------------------
II-B-2 II-B-2
------------------------------------------------------------ ---------------------------------------------------------
II-B-3 II-B-3
------------------------------------------------------------ ---------------------------------------------------------
II-B-4 II-B-4
------------------------------------------------------------ ---------------------------------------------------------
II-B-5 II-B-5
------------------------------------------------------------ ---------------------------------------------------------
II-B-6 II-B-6
------------------------------------------------------------ ---------------------------------------------------------
II-B-7 II-B-7
------------------------------------------------------------ ---------------------------------------------------------
II-B-8 II-B-8
------------------------------------------------------------ ---------------------------------------------------------
II-B-9 II-B-9
------------------------------------------------------------ ---------------------------------------------------------
II-B-10 II-B-10
------------------------------------------------------------ ---------------------------------------------------------
XX-X-00 XX-X-00
------------------------------------------------------------ ---------------------------------------------------------
(B) For each REMIC V Regular Interest, the Class or Classes of Certificates show opposite the name of
such REMIC V Regular Interest in the following table:
------------------------------------------------------------ ---------------------------------------------------------
REMIC V Regular Interest Classes of Certificates
------------------------------------------------------------ ---------------------------------------------------------
III-1A III-1A-1; III-1A-2
------------------------------------------------------------ ---------------------------------------------------------
III-2A III-2A-1; III-2A-2
------------------------------------------------------------ ---------------------------------------------------------
III-3A-14 III-3A-1; III-3A-4; III-3X-1
------------------------------------------------------------ ---------------------------------------------------------
III-3A-23 III-3A-2; III-3A-3; III-3X-1; III-3X-2
------------------------------------------------------------ ---------------------------------------------------------
III-B-1 III-B-1
------------------------------------------------------------ ---------------------------------------------------------
III-B-2 III-B-2
------------------------------------------------------------ ---------------------------------------------------------
III-B-3 III-B-3
------------------------------------------------------------ ---------------------------------------------------------
III-B-4 III-B-4
------------------------------------------------------------ ---------------------------------------------------------
III-B-5 III-B-5
------------------------------------------------------------ ---------------------------------------------------------
III-B-6 III-B-6
------------------------------------------------------------ ---------------------------------------------------------
(C) For each REMIC VI Regular Interest, the Class or Classes of Certificates show opposite the name of
such REMIC VI Regular Interest in the following table:
------------------------------------------------------------ ---------------------------------------------------------
REMIC VI Regular Interest Classes of Certificates
------------------------------------------------------------ ---------------------------------------------------------
I-1A-1 I-1A-1
------------------------------------------------------------ ---------------------------------------------------------
I-1A-2 I-1A-2
------------------------------------------------------------ ---------------------------------------------------------
I-2A-1 I-2A-1
------------------------------------------------------------ ---------------------------------------------------------
I-2A-2 I-2A-2
------------------------------------------------------------ ---------------------------------------------------------
I-3A-1 I-3A-1
------------------------------------------------------------ ---------------------------------------------------------
I-3A-2 I-3A-2
------------------------------------------------------------ ---------------------------------------------------------
I-M-1 I-M-1
------------------------------------------------------------ ---------------------------------------------------------
I-M-2 I-M-2
------------------------------------------------------------ ---------------------------------------------------------
I-B-1 I-B-1
------------------------------------------------------------ ---------------------------------------------------------
I-B-2 I-B-2
------------------------------------------------------------ ---------------------------------------------------------
I-B-3 I-B-3
------------------------------------------------------------ ---------------------------------------------------------
B-IO-I and B-IO-P B-IO
------------------------------------------------------------ ---------------------------------------------------------
II-1A-1 II-1A-1
------------------------------------------------------------ ---------------------------------------------------------
II-1A-2 II-1A-2
------------------------------------------------------------ ---------------------------------------------------------
II-1X-1 II-1X-1
------------------------------------------------------------ ---------------------------------------------------------
II-2A-1 II-2A-1
------------------------------------------------------------ ---------------------------------------------------------
II-2A-2 II-2A-2
------------------------------------------------------------ ---------------------------------------------------------
II-2X-1 II-2X-1
------------------------------------------------------------ ---------------------------------------------------------
II-2X-2 II-2X-2
------------------------------------------------------------ ---------------------------------------------------------
II-3A-1 II-3A-1
------------------------------------------------------------ ---------------------------------------------------------
II-3A-2 II-3A-2
------------------------------------------------------------ ---------------------------------------------------------
II-3A-3 II-3A-3
------------------------------------------------------------ ---------------------------------------------------------
II-3A-4 II-3A-4
------------------------------------------------------------ ---------------------------------------------------------
II-3A-5 II-3A-5
------------------------------------------------------------ ---------------------------------------------------------
II-3X-1 II-3X-1
------------------------------------------------------------ ---------------------------------------------------------
II-3X-2 II-3X-2
------------------------------------------------------------ ---------------------------------------------------------
II-B-1 II-B-1
------------------------------------------------------------ ---------------------------------------------------------
II-B-2 II-B-2
------------------------------------------------------------ ---------------------------------------------------------
II-B-3 II-B-3
------------------------------------------------------------ ---------------------------------------------------------
II-B-4 II-B-4
------------------------------------------------------------ ---------------------------------------------------------
II-B-5 II-B-5
------------------------------------------------------------ ---------------------------------------------------------
II-B-6 II-B-6
------------------------------------------------------------ ---------------------------------------------------------
II-B-7 II-B-7
------------------------------------------------------------ ---------------------------------------------------------
II-B-8 II-B-8
------------------------------------------------------------ ---------------------------------------------------------
II-B-9 II-B-9
------------------------------------------------------------ ---------------------------------------------------------
II-B-10 II-B-10
------------------------------------------------------------ ---------------------------------------------------------
II-B-11 II-B-11
------------------------------------------------------------ ---------------------------------------------------------
III-1A-1 III-1A-1
------------------------------------------------------------ ---------------------------------------------------------
III-1A-2 III-1A-2
------------------------------------------------------------ ---------------------------------------------------------
III-2A-1 III-2A-1
------------------------------------------------------------ ---------------------------------------------------------
III-2A-2 III-2A-2
------------------------------------------------------------ ---------------------------------------------------------
III-3A-1 III-3A-1
------------------------------------------------------------ ---------------------------------------------------------
III-3A-2 III-3A-2
------------------------------------------------------------ ---------------------------------------------------------
III-3A-3 III-3A-3
------------------------------------------------------------ ---------------------------------------------------------
III-3A-4 III-3A-4
------------------------------------------------------------ ---------------------------------------------------------
III-3X-1 III-3X-1
------------------------------------------------------------ ---------------------------------------------------------
III-3X-2 III-3X-2
------------------------------------------------------------ ---------------------------------------------------------
III-B-1 III-B-1
------------------------------------------------------------ ---------------------------------------------------------
III-B-2 III-B-2
------------------------------------------------------------ ---------------------------------------------------------
III-B-3 III-B-3
------------------------------------------------------------ ---------------------------------------------------------
III-B-4 III-B-4
------------------------------------------------------------ ---------------------------------------------------------
III-B-5 III-B-5
------------------------------------------------------------ ---------------------------------------------------------
III-B-6 III-B-6
------------------------------------------------------------ ---------------------------------------------------------
(D) For the REMIC VII Regular Interest, the Class B-IO Certificates.
Relief Act: The Servicemembers Civil Relief Act, as amended, or similar state law.
Relief Act Mortgage Loan: Any Mortgage Loan as to which the Scheduled Payment thereof has been
reduced due to the application of the Relief Act.
Remaining Excess Spread: With respect to any Distribution Date, the Excess Spread remaining
after the distribution of the Extra Principal Distribution Amount for such Distribution Date.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the
Code.
REMIC Administrator: The Securities Administrator; provided that if the REMIC Administrator is
found by a court of competent jurisdiction to no longer be able to fulfill its obligations as REMIC
Administrator under this Agreement the Servicer or Trustee, in its capacity as successor Master Servicer
shall appoint a successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Interest: Any of the REMIC I, REMIC II, REMIC III-A, REMIC III-B, REMIC IV, REMIC V,
REMIC VI and REMIC VII Interests.
REMIC Opinion: An Opinion of Independent Counsel, to the effect that the proposed action
described therein would not, under the REMIC Provisions, (i) cause any 2006-4 REMIC to fail to qualify
as a REMIC while any regular interest in such 2006-4 REMIC is outstanding, (ii) result in a tax on
prohibited transactions with respect to any 2006-4 REMIC or (iii) constitute a taxable contribution to
any 2006-4 REMIC after the Startup Day.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which
appear at Sections 860A through 860G of the Code, and related provisions and regulations promulgated
thereunder, as the foregoing may be in effect from time to time.
REMIC Regular Interest: Any of the REMIC I, REMIC II, REMIC III-A, REMIC III-B, REMIC IV,
REMIC V, REMIC VI and REMIC VII Regular Interests.
REMIC I: The segregated pool of assets, with respect to which a REMIC election is made
pursuant to this Agreement, consisting of:
(a) the Group II Mortgage Loans and the related Mortgage Files and collateral securing
such Group II Mortgage Loans,
(b) all payments on and collections in respect of the Group II Mortgage Loans due after
the Cut-off Date as shall be on deposit in the Distribution Account and identified as belonging to the
Trust Fund,
(c) property that secured a Group II Mortgage Loan and that has been acquired for the
benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure,
(d) the hazard insurance policies and Primary Mortgage Insurance Policies, if any,
relating to the Group II Mortgage Loans, and
(e) all proceeds of clauses (a) through (d) above.
REMIC I Available Distribution Amount: For each of the Sub-Loan Groups in Loan Group II for
any Distribution Date, the Available Funds for such Sub-Loan Group, or, if the context so requires the
aggregate of the Available Funds for all Sub-Loan Groups in Loan Group II.
REMIC I Distribution Amount: For any Distribution Date, the REMIC I Available Distribution
Amount shall be distributed to the REMIC I Regular Interests and the Class R Certificates in respect of
Component I thereof in the following amounts and priority:
(a) To the extent of the REMIC I Available Distribution Amount for Sub-Loan Group
II-1:
(i) first, to REMIC I Regular Interests Y-1 and Z-1 and Component I of the Class R
Certificates, concurrently, the Uncertificated Interest for such Classes remaining unpaid from
previous Distribution Dates, pro rata according to their respective shares of such unpaid
amounts;
(ii) second, to REMIC I Regular Interests Y-1 and Z-1 and Component I of the Class
R Certificates, concurrently, the Uncertificated Interest for such Classes for the current
Distribution Date, pro rata according to their respective Uncertificated Interest;
(iii) third, to Component I of the Class R Certificates, until the Uncertificated
Principal Balance thereof has been reduced to zero; and
(iv) fourth, to REMIC I Regular Interests Y-1 and Z-1, the REMIC I Y-1 Principal
Distribution Amount and the REMIC I Z-1 Principal Distribution Amount, respectively.
(b) To the extent of the REMIC I Available Distribution Amount for Sub-Loan Group II-2:
(i) first, to REMIC I Regular Interests Y-2 and Z-2, concurrently, the
Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro
rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC I Regular Interests Y-2 and Z-2, concurrently, the
Uncertificated Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Interest; and
(iii) third, to REMIC I Regular Interests Y-2 and Z-2, the REMIC I Y-2 Principal
Distribution Amount and the REMIC I Z-2 Principal Distribution Amount, respectively.
(c) To the extent of the REMIC I Available Distribution Amount for Sub-Loan Group II-3:
(i) first, to REMIC I Regular Interests Y-3 and Z-3, concurrently, the
Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro
rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC I Regular Interests Y-3 and Z-3, concurrently, the
Uncertificated Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Interest; and
(iii) third, to REMIC I Regular Interests Y-3 and Z-3, the REMIC I Y-3 Principal
Distribution Amount and the REMIC I Z-3 Principal Distribution Amount, respectively.
(d) To the extent of the REMIC I Available Distribution Amounts for Sub-Loan Group II-1,
Sub-Loan Group II-2 and Sub-Loan Group II-3 for such Distribution Date remaining after payment of the
amounts pursuant to paragraphs (a), (b) and (c) of this definition of "REMIC I Distribution Amount":
(i) first, to each REMIC I Y and Z Regular Interest, pro rata according to the
amount of unreimbursed Realized Losses allocable to principal previously allocated to each such
Class; provided, however, that any amounts distributed pursuant to this paragraph (d)(i) of
this definition of "REMIC I Distribution Amount" shall not cause a reduction in the
Uncertificated Principal Balances of any of the REMIC I Y and Z Regular Interests; and
(ii) second, to Component I of the Class R Certificates, any remaining amounts.
REMIC I Interests: The REMIC I Regular Interests and Component I of the Class R Certificates.
REMIC I Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC I set forth in Section 5.01(c)(i) and issued hereunder and designated as a "regular interest"
in REMIC I. Each REMIC I Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate
specified for such REMIC I Interest in Section 5.01(c)(i), and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in Section 5.01(c)(i). The designations for the
respective REMIC I Regular Interests are set forth in Section 5.01(c)(i).
REMIC I Y Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC I Y Regular Interests will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as
described in Appendix 1.
REMIC I Y Regular Interests: REMIC I Regular Interests Y-1, Y-2 and Y-3.
REMIC I Y-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Y-1 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Y-1 on such Distribution Date.
REMIC I Y-1 Principal Reduction Amount: The REMIC I Y Principal Reduction Amount for REMIC I
Regular Interest Y-1 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Y-1: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Y-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Y-2 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Y-2 on such Distribution Date.
REMIC I Y-2 Principal Reduction Amount: The REMIC I Y Principal Reduction Amount for REMIC I
Regular Interest Y-2 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Y-2: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Y-3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Y-3 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Y-3 on such Distribution Date.
REMIC I Y-3 Principal Reduction Amount: The REMIC I Y Principal Reduction Amount for REMIC I
Regular Interest Y-3 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Y-3: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Z Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC I Z Regular Interests will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of principal, which shall be
in each case the excess of (A) the sum of (x) the excess of the REMIC I Available Distribution Amount
for the related Group (i.e. the "related Group" for REMIC I Regular Interest Z-1 is the Sub-Loan Group
II-1 Loans, the "related Group" for REMIC I Regular Interest Z-2 is the Sub-Loan Group II-2 Loans and
the "related Group" for REMIC I Regular Interest Z-3 is the Sub-Loan Group II-3 Loans) over the sum of
the amounts thereof distributable (i) in respect of interest on such REMIC I Z Regular Interest and the
related REMIC I Y Regular Interest, (ii) to such REMIC I Z Regular Interest and the related REMIC I Y
Regular Interest pursuant to clause (d)(i) of the definition of "REMIC I Distribution Amount" and (iii)
in the case of the Sub-Loan Group II-1 Loans, to Component I of the Class R Certificates and (y) the
amount of Realized Losses allocable to principal for the related Group over (B) the REMIC I Y Principal
Reduction Amount for the related Group.
REMIC I Z Regular Interests: REMIC I Regular Interests Z-1, Z-2 and Z-3.
REMIC I Z-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Z-1 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Z-1 on such Distribution Date.
REMIC I Z-1 Principal Reduction Amount: The REMIC I Z Principal Reduction Amount for REMIC I
Regular Interest Z-1 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Z-1: The uncertificated undivided beneficial interest in REMIC I
which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Z-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Z-2 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Z-2 on such Distribution Date.
REMIC I Z-2 Principal Reduction Amount: The REMIC I Z Principal Reduction Amount for REMIC I
Regular Interest Z-2 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Z-2: The uncertificated undivided beneficial interest in REMIC I
which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Z-3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Z-3 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Z-3 on such Distribution Date.
REMIC I Z-3 Principal Reduction Amount: The REMIC I Z Principal Reduction Amount for REMIC I
Regular Interest Z-3 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Z-3: The uncertificated undivided beneficial interest in REMIC I
which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC II: The segregated pool of assets, with respect to which a REMIC election is made
pursuant to this Agreement, consisting of:
(a) the Group III Mortgage Loans and the related Mortgage Files and collateral securing
such Group III Mortgage Loans,
(b) all payments on and collections in respect of the Group III Mortgage Loans due after
the Cut-off Date as shall be on deposit in the Distribution Account and identified as belonging to the
Trust Fund,
(c) property that secured a Group III Mortgage Loan and that has been acquired for the
benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure,
(d) the hazard insurance policies and Primary Mortgage Insurance Policies, if any,
relating to the Group III Mortgage Loans, and
(e) all proceeds of clauses (a) through (d) above.
REMIC II Available Distribution Amount: For each of the Sub-Loan Groups in Loan Group III for
any Distribution Date, the Available Funds for such Sub-Loan Group, or, if the context so requires the
aggregate of the Available Funds for all Sub-Loan Groups in Loan Group III.
REMIC II Distribution Amount: For any Distribution Date, the REMIC II Available Distribution
Amount shall be distributed to the REMIC II Regular Interests and the Class R Certificates in respect of
Component II thereof in the following amounts and priority:
(a) To the extent of the REMIC II Available Distribution Amount for Sub-Loan Group
III-1:
(i) first, to REMIC II Regular Interests Y-1 and Z-1 and Component II of the
Class R Certificates, concurrently, the Uncertificated Interest for such Classes remaining
unpaid from previous Distribution Dates, pro rata according to their respective shares of such
unpaid amounts;
(ii) second, to REMIC II Regular Interests Y-1 and Z-1 and Component II of the
Class R Certificates, concurrently, the Uncertificated Interest for such Classes for the
current Distribution Date, pro rata according to their respective Uncertificated Interest;
(iii) third, to Component II of the Class R Certificates, until the Uncertificated
Principal Balance thereof has been reduced to zero; and
(iv) fourth, to REMIC II Regular Interests Y-1 and Z-1, the REMIC II Y-1 Principal
Distribution Amount and the REMIC II Z-1 Principal Distribution Amount, respectively.
(b) To the extent of the REMIC II Available Distribution Amount for Sub-Loan Group III-2:
(i) first, to REMIC II Regular Interests Y-2 and Z-2, concurrently, the
Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro
rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC II Regular Interests Y-2 and Z-2, concurrently, the
Uncertificated Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Interest; and
(iii) third, to REMIC II Regular Interests Y-2 and Z-2, the REMIC II Y-2 Principal
Distribution Amount and the REMIC II Z-2 Principal Distribution Amount, respectively.
(c) To the extent of the REMIC II Available Distribution Amount for Sub-Loan Group III-3:
(i) first, to REMIC II Regular Interests Y-3 and Z-3, concurrently, the
Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro
rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC II Regular Interests Y-3 and Z-3, concurrently, the
Uncertificated Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Interest; and
(iii) third, to REMIC II Regular Interests Y-3 and Z-3, the REMIC II Y-3 Principal
Distribution Amount and the REMIC II Z-3 Principal Distribution Amount, respectively.
(d) To the extent of the REMIC II Available Distribution Amounts for Sub-Loan Group III-1,
Sub-Loan Group III-2 and Sub-Loan Group III-3 for such Distribution Date remaining after payment of the
amounts pursuant to paragraphs (a), (b) and (c) of this definition of "REMIC II Distribution Amount":
(i) first, to each REMIC II Y and Z Regular Interest, pro rata according to the
amount of unreimbursed Realized Losses allocable to principal previously allocated to each such
Class; provided, however, that any amounts distributed pursuant to this paragraph (d)(i) of
this definition of "REMIC II Distribution Amount" shall not cause a reduction in the
Uncertificated Principal Balances of any of the REMIC II Y and Z Regular Interests; and
(ii) second, to the Component II of the Class R Certificates, any remaining amounts.
REMIC II Interests: The REMIC II Regular Interests and Component II of the Class R
Certificates.
REMIC II Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC II set forth in Section 5.01(c)(ii) and issued hereunder and designated as a "regular interest"
in REMIC II. Each REMIC II Regular Interest shall accrue interest at the Uncertificated Pass-Through
Rate specified for such REMIC II Interest in Section 5.01(c)(ii), and shall be entitled to distributions
of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in Section 5.01(c)(ii). The designations for the
respective REMIC II Regular Interests are set forth in Section 5.01(c)(ii).
REMIC II Y Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC II Y Regular Interests will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as
described in Appendix 2.
REMIC II Y Regular Interests: REMIC II Regular Interests Y-1, Y-2 and Y-3.
REMIC II Y-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC II Y-1 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC II Regular Interest Y-1 on such Distribution Date.
REMIC II Y-1 Principal Reduction Amount: The REMIC II Y Principal Reduction Amount for REMIC II
Regular Interest Y-1 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Y-1: The uncertificated undivided beneficial interest in REMIC II
which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Y-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC II Y-2 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC II Regular Interest Y-2 on such Distribution Date.
REMIC II Y-2 Principal Reduction Amount: The REMIC II Y Principal Reduction Amount for REMIC II
Regular Interest Y-2 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Y-2: The uncertificated undivided beneficial interest in REMIC II
which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Y-3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC II Y-3 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC II Regular Interest Y-3 on such Distribution Date.
REMIC II Y-3 Principal Reduction Amount: The REMIC II Y Principal Reduction Amount for REMIC II
Regular Interest Y-3 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Y-3: The uncertificated undivided beneficial interest in REMIC II
which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Z Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC II Z Regular Interests will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of principal, which shall be
in each case the excess of (A) the sum of (x) the excess of the REMIC II Available Distribution Amount
for the related Group (i.e. the "related Group" for REMIC II Regular Interest Z-1 is the Sub-Loan Group
III-1 Loans, the "related Group" for REMIC II Regular Interest Z-2 is the Sub-Loan Group III-2 Loans and
the "related Group" for REMIC II Regular Interest Z-3 is the Sub-Loan Group III-3 Loans) over the sum of
the amounts thereof distributable (i) in respect of interest on such REMIC II Z Regular Interest and the
related REMIC II Y Regular Interest, (ii) to such REMIC II Z Regular Interest and the related REMIC II Y
Regular Interest pursuant to clause (d)(i) of the definition of "REMIC II Distribution Amount" and (iii)
in the case of the Sub-Loan Group III-1 Loans, to Component II of the Class R Certificates and (y) the
amount of Realized Losses allocable to principal for the related Group over (B) the REMIC II Y Principal
Reduction Amount for the related Group.
REMIC II Z Regular Interests: REMIC II Regular Interests Z-1, Z-2 and Z-3.
REMIC II Z-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC II Z-1 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC II Regular Interest Z-1 on such Distribution Date.
REMIC II Z-1 Principal Reduction Amount: The REMIC II Z Principal Reduction Amount for REMIC
II Regular Interest Z-1 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Z-1: The uncertificated undivided beneficial interest in REMIC II
which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Z-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC II Z-2 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC II Regular Interest Z-2 on such Distribution Date.
REMIC II Z-2 Principal Reduction Amount: The REMIC II Z Principal Reduction Amount for REMIC
II Regular Interest Z-2 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Z-2: The uncertificated undivided beneficial interest in REMIC II
which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Z-3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC II Z-3 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC II Regular Interest Z-3 on such Distribution Date.
REMIC II Z-3 Principal Reduction Amount: The REMIC II Z Principal Reduction Amount for REMIC
II Regular Interest Z-3 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Z-3: The uncertificated undivided beneficial interest in REMIC II
which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC III-A: The segregated pool of assets, with respect to which a REMIC election is made
pursuant to this Agreement, consisting of: (a)the Group I Mortgage Loans and the related Mortgage Files
and collateral securing such Group I Mortgage Loans, (b) all payments on and collections in respect of
the Group I Mortgage Loans due after the Cut off Date as shall be on deposit in the Distribution Account
and identified as belonging to the Trust Fund, (c) property that secured a Group I Mortgage Loan and
that has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of
foreclosure, (d) the hazard insurance policies and Primary Mortgage Insurance Policies, if any, related
to the Group I Mortgage Loans and (e) all proceeds of clauses (a) through (d) above.
REMIC III-A Available Distribution Amount: For any Distribution Date, the Available Funds for
Loan Group I.
REMIC III-A Distribution Amount: For any Distribution Date, the REMIC III-A Available
Distribution Amount shall be distributed to the REMIC III-A Regular Interests and the Class R
Certificates in respect of Component III-A thereof in the following amounts and priority:
(a) To the extent of the REMIC III-A Available Distribution Amount for Sub-Loan
Group I-1:
(i) first, to REMIC III-A Regular Interests Y-1 and Z-1 and Component III-A of the
Class R Certificates, concurrently, the Uncertificated Interest for such Classes remaining
unpaid from previous Distribution Dates, pro rata according to their respective shares of such
unpaid amounts;
(ii) second, to REMIC III-A Regular Interests Y-1 and Z-1 and Component III-A of
the Class R Certificates, concurrently, the Uncertificated Interest for such Classes for the
current Distribution Date, pro rata according to their respective Uncertificated Interest;
(iii) third, to Component III-A of the Class R Certificates, until the
Uncertificated Principal Balance thereof has been reduced to zero; and
(iv) fourth, to REMIC III-A Regular Interests Y-1 and Z-1, the REMIC III-A Y-1
Principal Distribution Amount and the REMIC III-A Z-1 Principal Distribution Amount,
respectively.
(b) To the extent of the REMIC III-A Available Distribution Amount for Sub-Loan Group I-2:
(i) first, to REMIC III-A Regular Interests Y-2 and Z-2, concurrently, the
Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro
rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC III-A Regular Interests Y-2 and Z-2, concurrently, the
Uncertificated Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Interest; and
(iii) third, to REMIC III-A Regular Interests Y-2 and Z-2, the REMIC III-A Y-2
Principal Distribution Amount and the REMIC III-A Z-2 Principal Distribution Amount,
respectively.
(c) To the extent of the REMIC III-A Available Distribution Amount for Sub-Loan Group I-3:
(i) first, to REMIC III-A Regular Interests Y-3 and Z-3, concurrently, the
Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro
rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC III-A Regular Interests Y-3 and Z-3, concurrently, the
Uncertificated Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Interest; and
(iii) third, to REMIC III-A Regular Interests Y-3 and Z-3, the REMIC III-A Y-3
Principal Distribution Amount and the REMIC III-A Z-3 Principal Distribution Amount,
respectively.
(d) To the extent of the REMIC III-A Available Distribution Amounts for Sub-Loan Group
I-1, Sub-Loan Group I-2 and Sub-Loan Group I-3 for such Distribution Date remaining after payment of the
amounts pursuant to paragraphs (a), (b) and (c) of this definition of "REMIC III-A Distribution Amount":
(i) first, to each REMIC III-A Y and Z Regular Interest, pro rata according to the
amount of unreimbursed Realized Losses allocable to principal previously allocated to each such
Class; provided, however, that any amounts distributed pursuant to this paragraph (d)(i) of
this definition of "REMIC III-A Distribution Amount" shall not cause a reduction in the
Uncertificated Principal Balances of any of the REMIC III-A Y and Z Regular Interests; and
(ii) second, to the Component III-A of the Class R Certificates, any remaining
amounts.
REMIC III-A Interests: The REMIC III-A Regular Interests and Component III-A of the Class R
Certificates.
REMIC III-A Regular Interest: Any of the separate non-certificated beneficial ownership
interests in REMIC III-A set forth in Section 5.01(c)(iii) and issued hereunder and designated as a
"regular interest" in REMIC III-A. Each REMIC III-A Regular Interest shall accrue interest at the
Uncertificated Pass-Through Rate specified for such REMIC III-A Interest in Section 5.01(c)(iii), and
shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
Section 5.01(c)(iii). The designations for the respective REMIC III-A Regular Interests are set forth in
Section 5.01(c)(iii).
REMIC III-A Y Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC III-A Y Regular Interests will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as
described in Appendix 3.
REMIC III-A Y Regular Interests: REMIC III-A Regular Interests Y-1, Y-2 and Y-3.
REMIC III-A Y-1 Principal Distribution Amount: For any Distribution Date, the excess, if any,
of the REMIC III-A Y-1 Principal Reduction Amount for such Distribution Date over the principal portion
of Realized Losses allocated to REMIC III-A Regular Interest Y-1 on such Distribution Date.
REMIC III-A Y-1 Principal Reduction Amount: The REMIC III-A Y Principal Reduction Amount for
REMIC III-A Regular Interest Y-1 as determined pursuant to the provisions of the Appendix 3.
REMIC III-A Regular Interest Y-1: The uncertificated undivided beneficial interest in
REMIC III-A which constitutes a REMIC III-A Regular Interest and is entitled to distributions as set
forth herein.
REMIC III-A Y-2 Principal Distribution Amount: For any Distribution Date, the excess, if any,
of the REMIC III-A Y-2 Principal Reduction Amount for such Distribution Date over the principal portion
of Realized Losses allocated to REMIC III-A Regular Interest Y-2 on such Distribution Date.
REMIC III-A Y-2 Principal Reduction Amount: The REMIC III-A Y Principal Reduction Amount for
REMIC III-A Regular Interest Y-2 as determined pursuant to the provisions of the Appendix 3.
REMIC III-A Regular Interest Y-2: The uncertificated undivided beneficial interest in
REMIC III-A which constitutes a REMIC III-A Regular Interest and is entitled to distributions as set
forth herein.
REMIC III-A Y-3 Principal Distribution Amount: For any Distribution Date, the excess, if any,
of the REMIC III-A Y-3 Principal Reduction Amount for such Distribution Date over the principal portion
of Realized Losses allocated to REMIC III-A Regular Interest Y-3 on such Distribution Date.
REMIC III-A Y-3 Principal Reduction Amount: The REMIC III-A Y Principal Reduction Amount for
REMIC III-A Regular Interest Y-3 as determined pursuant to the provisions of the Appendix 3.
REMIC III-A Regular Interest Y-3: The uncertificated undivided beneficial interest in
REMIC III-A which constitutes a REMIC III-A Regular Interest and is entitled to distributions as set
forth herein.
REMIC III-A Z Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC III-A Z Regular Interests will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of principal, which shall be
in each case the excess of (A) the sum of (x) the excess of the REMIC III-A Available Distribution
Amount for the related Group (i.e. the "related Group" for REMIC III-A Regular Interest Z-1 is the
Sub-Loan Group I-1 Loans, the "related Group" for REMIC III-A Regular Interest Z-2 is the Sub-Loan Group
I-2 Loans and the "related Group" for REMIC III-A Regular Interest Z-3 is the Sub-Loan Group I-3 Loans)
over the sum of the amounts thereof distributable (i) in respect of interest on such REMIC III-A Z
Regular Interest and the related REMIC III-A Y Regular Interest, (ii) to such REMIC III-A Z Regular
Interest and the related REMIC III-A Y Regular Interest pursuant to clause (d)(i) of the definition of
"REMIC III-A Distribution Amount" and (iii) in the case of the Sub-Loan Group I-1 Loans, to Component
III-A of the Class R Certificates and (y) the amount of Realized Losses allocable to principal for the
related Group over (B) the REMIC III-A Y Principal Reduction Amount for the related Group.
REMIC III-A Z Regular Interests: REMIC III-A Regular Interests Z-1, Z-2 and Z-3.
REMIC III-A Z-1 Principal Distribution Amount: For any Distribution Date, the excess, if any,
of the REMIC III-A Z-1 Principal Reduction Amount for such Distribution Date over the principal portion
of Realized Losses allocated to REMIC III-A Regular Interest Z-1 on such Distribution Date.
REMIC III-A Z-1 Principal Reduction Amount: The REMIC III-A Z Principal Reduction Amount for
REMIC III-A Regular Interest Z-1 as determined pursuant to the provisions of the Appendix 3.
REMIC III-A Regular Interest Z-1: The uncertificated undivided beneficial interest in
REMIC III-A which constitutes a REMIC III-A Regular Interest and is entitled to distributions as set
forth herein.
REMIC III-A Z-2 Principal Distribution Amount: For any Distribution Date, the excess, if any,
of the REMIC III-A Z-2 Principal Reduction Amount for such Distribution Date over the principal portion
of Realized Losses allocated to REMIC III-A Regular Interest Z-2 on such Distribution Date.
REMIC III-A Z-2 Principal Reduction Amount: The REMIC III-A Z Principal Reduction Amount for
REMIC III-A Regular Interest Z-2 as determined pursuant to the provisions of the Appendix 3.
REMIC III-A Regular Interest Z-2: The uncertificated undivided beneficial interest in
REMIC III-A which constitutes a REMIC III-A Regular Interest and is entitled to distributions as set
forth herein.
REMIC III-A Z-3 Principal Distribution Amount: For any Distribution Date, the excess, if any,
of the REMIC III-A Z-3 Principal Reduction Amount for such Distribution Date over the principal portion
of Realized Losses allocated to REMIC III-A Regular Interest Z-3 on such Distribution Date.
REMIC III-A Z-3 Principal Reduction Amount: The REMIC III-A Z Principal Reduction Amount for
REMIC III-A Regular Interest Z-3 as determined pursuant to the provisions of the Appendix 3.
REMIC III-A Regular Interest Z-3: The uncertificated undivided beneficial interest in
REMIC III-A which constitutes a REMIC III-A Regular Interest and is entitled to distributions as set
forth herein.
REMIC III-B: That group of assets contained in the Trust Fund designated as a REMIC consisting
of the REMIC III-A Regular Interests and any proceeds thereof.
REMIC III-B Available Distribution Amount: For any Distribution Date, the amounts deemed
distributed with respect to the REMIC III-A Regular Interests pursuant to Section 6.10.
REMIC III-B Distribution Amount: For any Distribution Date, the REMIC III-B Available
Distribution Amount shall be distributed by REMIC III-B to REMIC VI on account of the REMIC III-B
Regular Interests and to the Class R Certificates in respect of Component III-B thereof, in the
following order of priority:
1. to REMIC VI as the holder of the REMIC III-B Regular Interests, pro rata, in an amount
equal to (A) their Uncertificated Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates; and
2. to REMIC VI as the holder of the REMIC III-B Regular Interests, in an amount equal to
the remainder of the REMIC III-B Available Distribution Amount after the distributions made pursuant to
clause (1) above, allocated as follows:
(A) in respect of each REMIC III-B Regular Interest, their respective Principal
Distribution Amounts;
(B) in respect of REMIC III-B Regular Interest LT1 any remainder until the
Uncertificated Principal Balance thereof is reduced to zero; and
(C) any remainder in respect of each REMIC III-B Regular Interest (other than
REMIC III-B Regular Interest LT1), pro rata according to their respective Uncertificated
Principal Balances as reduced by the distributions deemed made pursuant to (i) above, until
their respective Uncertificated Principal Balances are reduced to zero; and
3. any remaining amounts to the Holders of the Class R
Certificates in respect of Component III-B thereof.
REMIC III-B Interests: The REMIC III-B Regular Interests and Component III-B of the Class R
Certificates.
REMIC III-B Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC III-B Regular Interests will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as
described in Appendix 4.
REMIC III-B Realized Losses: For any Distribution Date, Realized Losses on the Group I Mortgage
Loans for the related Due Period shall be allocated, as follows: (i) the interest portion of Realized
Losses, if any, shall be allocated pro rata to accrued interest on the REMIC III-B Regular Interests to
the extent of such accrued interest, and (ii) any remaining interest portions of Realized Losses and any
principal portions of Realized Losses shall be treated as principal portions of Realized Losses and
allocated (i) first, to REMIC III-B Regular Xxxxxxxxx XX-X0, LT-Y2 and LT-Y3, respectively in the same
amounts as Realized Losses were allocated to the REMIC III-A Regular Interests Y-1, Y-2 and Y-3; (ii)
second, to each of the REMIC III-B Regular Interests (other than REMIC III-B Regular Interests LT1,
LT-Y1, LT-Y2 and LT-Y3), pro rata according to their respective REMIC III-B Principal Reduction Amounts
to the extent thereof in reduction of the Uncertificated Principal Balance of such REMIC III-B Regular
Interests and; (iii) third, the remainder, if any, of such principal portion of such Realized Losses
shall be allocated to REMIC III-B Regular Interest LT1 in reduction of the Uncertificated Principal
Balance thereof.
REMIC III-B Regular Interest: Any of the separate non-certificated beneficial ownership
interests in REMIC III-B set forth in Section 5.01(c)(iv) and issued hereunder and designated as a
"regular interest" in REMIC III-B. Each REMIC III-B Regular Interest shall accrue interest at the
Uncertificated Pass-Through Rate specified for such REMIC III-B Interest in Section 5.01(c)(iv), and
shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
Section 5.01(c)(iv). The designations for the respective REMIC III-B Regular Interests are set forth in
Section 5.01(c)(iv).
REMIC III-B Regular Interest LT1: A regular interest in REMIC III-B that is held as an asset of
REMIC VI, that has an initial principal balance equal to the related Uncertificated Principal Balance,
that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III-B Regular Interest LT1 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC III-B Regular Interest LT1 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC III-B Regular Interest LT1 on such Distribution
Date.
REMIC III-B Regular Interest LT2: A regular interest in REMIC III-B that is held as an asset of
REMIC VI, that has an initial principal balance equal to the related Uncertificated Principal Balance,
that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III-B Regular Interest LT2 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC III-B Regular Interest LT2 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC III-B Regular Interest LT2 on such Distribution
Date.
REMIC III-B Regular Interest LT3: A regular interest in REMIC III-B that is held as an asset of
REMIC VI, that has an initial principal balance equal to the related Uncertificated Principal Balance,
that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III-B Regular Interest LT3 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC III-B Regular Interest LT3 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC III-B Regular Interest LT3 on such Distribution
Date.
REMIC III-B Regular Interest LT4: A regular interest in REMIC III-B that is held as an asset of
REMIC VI, that has an initial principal balance equal to the related Uncertificated Principal Balance,
that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III-B Regular Interest LT4 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC III-B Regular Interest LT4 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC III-B Regular Interest LT4 on such Distribution
Date.
REMIC III-B Regular Interest LT-Y1: A regular interest in REMIC III-B that is held as an asset
of REMIC VI, that has an initial principal balance equal to the related Uncertificated Principal
Balance, that bears interest at the related Uncertificated Pass-Through Rate, and that has such other
terms as are described herein.
REMIC III-B Regular Interest LT-Y1 Principal Distribution Amount: For any Distribution Date,
the excess, if any, of the REMIC III-B Regular Interest LT-Y1 Principal Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC III-B Regular Interest LT-Y1 on such
Distribution Date.
REMIC III-B Regular Interest LT-Y2: A regular interest in REMIC III-B that is held as an asset
of REMIC VI, that has an initial principal balance equal to the related Uncertificated Principal
Balance, that bears interest at the related Uncertificated Pass-Through Rate, and that has such other
terms as are described herein.
REMIC III-B Regular Interest LT-Y2 Principal Distribution Amount: For any Distribution Date,
the excess, if any, of the REMIC III-B Regular Interest LT-Y2 Principal Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC III-B Regular Interest LT-Y2 on such
Distribution Date.
REMIC III-B Regular Interest LT-Y3: A regular interest in REMIC III-B that is held as an asset
of REMIC VI, that has an initial principal balance equal to the related Uncertificated Principal
Balance, that bears interest at the related Uncertificated Pass-Through Rate, and that has such other
terms as are described herein.
REMIC III-B Regular Interest LT-Y3 Principal Distribution Amount: For any Distribution Date,
the excess, if any, of the REMIC III-B Regular Interest LT-Y3 Principal Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC III-B Regular Interest LT-Y3 on such
Distribution Date.
REMIC IV: That group of assets contained in the Trust Fund designated as a REMIC consisting of
the REMIC I Regular Interests and any proceeds thereof.
REMIC IV Available Distribution Amount: For any Distribution Date, the amounts deemed
distributed with respect to the REMIC I Regular Interests pursuant to Section 6.10.
REMIC IV Distribution Amount: For any Distribution Date, the REMIC IV Available Distribution
Amount shall be distributed by REMIC IV to REMIC VI on account of the REMIC IV Regular Interests and to
the Class R Certificates in respect of Component IV thereof, as follows: to each REMIC IV Regular
Interest in respect of Uncertificated Interest thereon and the Uncertificated Principal Balance thereof,
the amount distributed in respect of interest and principal on the Related Class or Classes of
Certificates (with such amounts having the same character as interest or principal with respect to the
REMIC IV Regular Interest as they have with respect to the Related Certificate or Certificates);
provided that amounts distributed on the Class II-3X-2 Certificates shall be distributed on REMIC IV
Regular Interests II-3A-134 and II-3A-25 pro rata according to their respective Uncertificated Principal
Balances. Any remaining amount of the REMIC IV Available Distribution Amount shall be distributed to
the holders of the Class R Certificates in respect of Component IV thereof.
REMIC IV Interests: The REMIC IV Regular Interests and Component IV of the Class R
Certificates.
REMIC IV Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC IV set forth in Section 5.01(c)(v) and issued hereunder and designated as a "regular interest"
in REMIC IV. Each REMIC IV Regular Interest shall accrue interest at the Uncertificated Pass-Through
Rate specified for such REMIC IV Interest in Section 5.01(c)(iv), and shall be entitled to distributions
of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in Section 5.01(c)(v). The designations for the
respective REMIC IV Regular Interests are set forth in Section 5.01(c)(v).
REMIC V: That group of assets contained in the Trust Fund designated as a REMIC consisting of
the REMIC II Regular Interests and any proceeds thereof.
REMIC V Available Distribution Amount: For any Distribution Date, the amounts deemed
distributed with respect to the REMIC II Regular Interests pursuant to Section 6.10.
REMIC V Distribution Amount: For any Distribution Date, the REMIC V Available Distribution
Amount shall be distributed by REMIC V to REMIC VI on account of the REMIC V Regular Interests and to
the Class R Certificates in respect of Component V thereof, as follows: to each REMIC V Regular
Interest in respect of Uncertificated Interest thereon and the Uncertificated Principal Balance thereof,
the amount distributed in respect of interest and principal on the Related Class or Classes of
Certificates (with such amounts having the same character as interest or principal with respect to the
REMIC V Regular Interest as they have with respect to the Related Certificate or Certificates); provided
that amounts distributed on the Class III-3X-1 Certificates shall be distributed on REMIC V Regular
Interests III-3A-14 and II-3A-23 pro rata according to their respective Uncertificated Principal
Balances. Any remaining amount of the REMIC V Available Distribution Amount shall be distributed to the
holders of the Class R Certificates in respect of Component V thereof.
REMIC V Interests: The REMIC V Regular Interests and Component V of the Class R Certificates.
REMIC V Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC V set forth in Section 5.01(c)(vi) and issued hereunder and designated as a "regular interest"
in REMIC V. Each REMIC V Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate
specified for such REMIC V Interest in Section 5.01(c)(v), and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in Section 5.01(c)(vi). The designations for the
respective REMIC V Regular Interests are set forth in Section 5.01(c)(vi).
REMIC VI: That group of assets contained in the Trust Fund designated as a REMIC consisting of
the REMIC III-B Regular Interests, REMIC IV Regular Interests and REMIC V Regular Interests and any
proceeds thereof.
REMIC VI Available Distribution Amount: For any Distribution Date, the amounts deemed
distributed with respect to the REMIC III-B Regular Interests, REMIC IV Regular Interests and REMIC V
Regular Interests pursuant to Section 6.10.
REMIC VI Distribution Amount: For any Distribution Date, the REMIC VI Available Distribution
Amount shall be deemed distributed by REMIC VI to the holders of the Certificates (other than the Class
B-IO Certificates) on account of the REMIC VI Regular Interests (other than REMIC VI Regular Interests
B-IO-I and B-IO-P), to REMIC VII on account of REMIC VI Regular Interests B-IO-I and B-IO-P, and to the
Class R Certificates in respect of Component VI thereof, as follows: to each REMIC VI Regular Interest
in respect of Uncertificated Interest thereon and the Uncertificated Principal Balance thereof, the
amount distributed in respect of interest and principal on the Related Class or Classes of Certificates
(with such amounts having the same character as interest or principal with respect to the REMIC VI
Regular Interest as they have with respect to the Related Certificate or Certificates) with the
following exceptions: (1) No amount paid to any Certificate in respect of any Basis Risk Shortfall
Amount or Basis Risk Shortfall Carryforward Amount shall be included in the amount paid in respect of a
related REMIC VI Regular Interest; and (2) amounts paid in respect of Basis Risk Shortfall Amounts and
Basis Risk Shortfall Carryforward Amounts to the extent not derived from any Cap Contract Payment Amount
shall be deemed paid with respect to REMIC VI Regular Interest B-IO-I in respect of accrued and unpaid
interest thereon. Any remaining amount of the REMIC VI Available Distribution Amount shall be
distributed to the holders of the Class R Certificates in respect of Component VI thereof.
REMIC VI Interests: The REMIC VI Regular Interests and Component VI of the Class R
Certificates.
REMIC VI Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC VI set forth in Section 5.01(c)(vii) and issued hereunder and designated as a "regular
interest" in REMIC VI. Each REMIC VI Regular Interest shall accrue interest at the Uncertificated
Pass-Through Rate specified for such REMIC VI Interest in Section 5.01(c)(vii), and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to
its initial Uncertificated Principal Balance as set forth in Section 5.01(c)(vii). The designations for
the respective REMIC VI Regular Interests are set forth in Section 5.01(c)(vii).
REMIC VII: That group of assets contained in the Trust Fund designated as a REMIC consisting
of REMIC VI Regular Interests B-IO-I and B-IO-P and any proceeds thereof.
REMIC VII Available Distribution Amount: For any Distribution Date, the amounts deemed
distributed with respect to REMIC VI Regular Interests B-IO-I and B-IO-P pursuant to Section 6.10.
REMIC VII Distribution Amount: For any Distribution Date, the REMIC VII Available Distribution
Amount shall be deemed distributed by REMIC VII to the holder of the Class B-IO Certificates on account
of REMIC VI Regular Interests B-IO-I and B-IO-P.
REMIC VII Interests: The REMIC VII Regular Interest and the Class R-X Certificates.
REMIC VII Regular Interest: The separate non-certificated beneficial ownership interest in
REMIC VII set forth in Section 5.01(c)(viii) and issued hereunder and designated as a "regular interest"
in REMIC VII. The REMIC VII Regular Interest shall accrue interest at the Uncertificated Pass-Through
Rate specified for such REMIC VII Interest in Section 5.01(c)(viii). The designation for the REMIC VII
Regular Interest is set forth in Section 5.01(c)(viii).
REO Property: A Mortgaged Property acquired in the name of the Trustee, for the benefit of
Certificateholders, by foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Reportable Event: As defined in Section 3.18(a)(iii).
Repurchase Price: With respect to any Mortgage Loan (or any property acquired with respect
thereto) required to be repurchased by the Sponsor pursuant to the Mortgage Loan Purchase Agreement or
Article II of this Agreement, an amount equal to the excess of (i) the sum of (a) 100% of the
Outstanding Principal Balance of such Mortgage Loan as of the date of repurchase (or if the related
Mortgaged Property was acquired with respect thereto, 100% of the Outstanding Principal Balance at the
date of the acquisition), (b) accrued but unpaid interest on the Outstanding Principal Balance at the
related Mortgage Interest Rate, through and including the last day of the month of repurchase and (c)
any costs and damages (if any) incurred by the Trust in connection with any violation of such Mortgage
Loan of any predatory or abusive lending laws over (ii) any portion of the Master Servicing
Compensation, Servicing Fee, Monthly Advances and advances payable to the purchaser of the Mortgage Loan
(if any).
Repurchase Proceeds: The Repurchase Price in connection with any repurchase of a Mortgage Loan
by the Sponsor and any cash deposit in connection with the substitution of a Mortgage Loan, in each case
in accordance with the Mortgage Loan Purchase Agreement.
Request for Release: A request for release in the form attached hereto as Exhibit D.
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 with respect to such Mortgage Loan.
Reserve Fund: The separate trust account created and maintained by the Securities
Administrator pursuant to Section 4.06 hereof.
Residual Certificate: Any of the Class R Certificates, consisting of six
components—Component I, Component II, Component III, Component IV, Component V and
Component VI—respectively representing ownership of the sole class of residual interest in each of REMIC
I, REMIC II, REMIC III-A, REMIC III-B, REMIC IV, REMIV V and REMIC VI, and the Class R-X Certificates.
Responsible Officer: Any officer assigned to the Corporate Trust Office of the Trustee or the
Securities Administrator, as the case may be (or any successor thereto), including any Vice President,
Assistant Vice President, Trust Officer, any Assistant Secretary, any trust officer or any other officer
of the Trustee or the Securities Administrator, as the case may be, customarily performing functions
similar to those performed by any of the above designated officers and having direct responsibility for
the administration of this Agreement, and any other officer of the Trustee or the Securities
Administrator, as the case may be, to whom a matter arising hereunder may be referred because of such
officer's knowledge of and familiarity with the particular subject.
Rule 144A Certificate: The certificate to be furnished by each purchaser of a Private
Certificate (which is also a Physical Certificate) which is a Qualified Institutional Buyer as defined
under Rule 144A promulgated under the Securities Act, substantially in the form set forth as Exhibit F-2
hereto.
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc., and its successors in
interest.
Xxxxxxxx-Xxxxx Act: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the
Commission promulgated thereunder (including any interpretation thereof by the Commission's staff).
Xxxxxxxx-Xxxxx Certification: As defined in Section 3.18(a)(iv).
Scheduled Payment: With respect to any Mortgage Loan and any Due Period, the scheduled payment
or payments of principal and interest due during such Due Period on such Mortgage Loan which either is
payable by a Mortgagor in such Due Period under the related Mortgage Note or, in the case of REO
Property, would otherwise have been payable under the related Mortgage Note.
Scheduled Principal: The principal portion of any Scheduled Payment.
Securities Act: The Securities Act of 1933, as amended.
Securities Administrator: Xxxxx Fargo Bank, National Association, in its capacity as paying
agent or securities administrator (as applicable) hereunder, or its successor in interest, or any
successor securities administrator or paying agent appointed as herein provided.
Securities Administrator Information: As defined in Section 3.18(c).
Securities Legend: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),
PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING
THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN
THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE
MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (A "PLAN") THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE
SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND
THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES
ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER
SERVICER, THE TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO
THOSE UNDERTAKEN IN THE AGREEMENT.
Security Instrument: A written instrument creating a valid first lien on a Mortgaged Property
securing a Mortgage Note, which may be any applicable form of mortgage, deed of trust, deed to secure
debt or security deed, including any riders or addenda thereto.
Seller: EMC in its capacity as seller of the Mortgage Loans to the Depositor.
Senior Certificates: The Group I Senior Certificates, Group II Senior Certificates and Group
III Senior Certificates.
Senior Enhancement Percentage: As to each Distribution Date, the percentage equivalent of a
fraction, the numerator of which is the sum of (i) the aggregate of the Certificate Principal Balance of
the Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates and (ii) the
Overcollateralization Amount, in each case after taking into account the distribution of the related
Principal Distribution Amounts on such Distribution Date, and the denominator of which is the aggregate
Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date.
Senior Optimal Principal Amount: The Group II Senior Optimal Principal Amount or the Group III
Senior Optimal Principal Amount, as applicable.
Senior Percentage: The Group II Senior Percentage or the Group III Senior Percentage, as
applicable.
Senior Prepayment Percentage: The Group II Senior Prepayment Percentage or the Group III
Senior Prepayment Percentage, as applicable.
Servicer Remittance Date: With respect to each Mortgage Loan and the applicable Servicer, the
date set forth in the related Servicing Agreement.
Servicers: Each of Bank of America, Chevy Chase, Countrywide, EMC, EverHome, First Horizon,
GMACM, GreenPoint, HSBC, IndyMac, Mid America, PHH, U.S. Bank, Washington Mutual and Xxxxx Fargo, and
their respective permitted successors and assigns.
Servicing Agreement: Each of the Bank of America Servicing Agreement, Chevy Chase Servicing
Agreement, Countrywide Servicing Agreement, EMC Servicing Agreement, EverHome Servicing Agreement, First
Horizon Servicing Agreement, GMACM Servicing Agreement, GreenPoint Servicing Agreement, HSBC Servicing
Agreement, IndyMac Servicing Agreement, Mid America Servicing Agreement, PHH Servicing Agreement, U.S.
Bank Servicing Agreement, Washington Mutual Servicing Agreement and Xxxxx Fargo Servicing Agreement, in
each case as modified by the related Assignment Agreement.
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as
such may be amended from time to time.
Servicing Fee: As to any Mortgage Loan and Distribution Date, an amount equal to the product
of (i) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the preceding calendar
month and (ii) the related Servicing Fee Rate.
Servicing Fee Rate: As to any Mortgage Loan, a per annum rate as set forth in the Mortgage
Loan Schedule.
Servicing Officer: The President or a Vice President or Assistant Vice President or other
authorized officer of the Master Servicer having direct responsibility for the administration of this
Agreement, and any other authorized officer of the Master Servicer to whom a matter arising hereunder
may be referred.
Special Hazard Loss: A Realized Loss attributable to damage or a direct physical loss suffered
by a mortgaged property (including any Realized Loss due to the presence or suspected presence of
hazardous wastes or substances on a mortgaged property) other than any such damage or loss covered by a
hazard policy or a flood insurance policy required to be maintained in respect of such mortgaged
property under the Agreement or any loss due to normal wear and tear or certain other causes.
Sponsor: EMC, as mortgage loan seller under the Mortgage Loan Purchase Agreement.
Startup Day: June 30, 2006.
Stated Principal Balance: With respect to any Group I Mortgage Loan or related REO Property and
any Distribution Date, the Outstanding Principal Balance thereof as of the Cut-off Date minus the sum of
(i) the principal portion of the Scheduled Payments due with respect to such Mortgage Loan during each
Due Period ending prior to such Distribution Date (and irrespective of any delinquency in their
payment), (ii) all Principal Prepayments with respect to such Mortgage Loan received prior to or during
the related Prepayment Period, and all Liquidation Proceeds to the extent applied by the related
Servicer as recoveries of principal in accordance with this Agreement or the applicable Servicing
Agreement with respect to such Mortgage Loan, that were received by the related Servicer as of the close
of business on the last day of the calendar month immediately preceeding such Distribution Date and
(iii) any Realized Losses on such Mortgage Loan incurred during the prior calendar month. The Stated
Principal Balance of a Liquidated Mortgage Loan equals zero. References herein to the Stated Principal
Balance of a Loan Group or Sub-Loan Group at any time shall mean the aggregate Stated Principal Balance
of all Mortgage Loans in such Loan Group or Sub-Loan Group.
With respect to any Group II Mortgage Loan on any Distribution Date, (i) the unpaid principal
balance of such Mortgage Loan as of the close of business on the related Due Date (taking account of the
principal payment to be made on such Due Date and irrespective of any delinquency in its payment), as
specified in the amortization schedule at the time relating thereto (before any adjustment to such
amortization schedule by reason of any bankruptcy or similar proceeding occurring after the Cut-off Date
(other than a Deficient Valuation) or any moratorium or similar waiver or grace period) and less
(ii) any Principal Prepayments (including the principal portion of Net Liquidation Proceeds) received
during or prior to the related Prepayment Period; provided that the Stated Principal Balance of a
Liquidated Mortgage Loan is zero.
With respect to any Group III Mortgage Loan on any Distribution Date, (i) the unpaid principal
balance of such Mortgage Loan as of the close of business on the related Due Date (taking account of the
principal payment to be made on such Due Date and irrespective of any delinquency in its payment), as
specified in the amortization schedule at the time relating thereto (before any adjustment to such
amortization schedule by reason of any bankruptcy or similar proceeding occurring after the Cut-off Date
(other than a Deficient Valuation) or any moratorium or similar waiver or grace period) and less
(ii) any Principal Prepayments (including the principal portion of Net Liquidation Proceeds) received
during or prior to the related Prepayment Period; provided that the Stated Principal Balance of a
Liquidated Mortgage Loan is zero.
Stepdown Date: The earlier to occur of (i) the Distribution Date on which the aggregate
Certificate Principal Balance of the Class I-A Certificates has been reduced to zero and (ii) the later
to occur of (a) the Distribution Date in July 2009 and (b) the first Distribution Date on which the sum
of the aggregate Certificate Principal Balance of the Class I-M-1, Class I-M-2, Class I-B-1, Class
I-B-2, and Class I-B-3 Certificates and the Overcollateralization Amount divided by the Stated Principal
Balance of the Mortgage Loans for such Distribution Date is greater than or equal to 18.50%.
Sub-Group I-1A Principal Distribution Amount: With respect to any applicable Distribution
Date, an amount equal to the lesser of (i) the Class I-1A Principal Distribution Percentage multiplied
by the Principal Distribution Amount and (ii) the Certificate Principal Balance of the Class I-1A
Certificates.
Sub-Group I-2A Principal Distribution Amount: With respect to any applicable Distribution
Date, an amount equal to the lesser of (i) the Class I-2A Principal Distribution Percentage multiplied
by the Principal Distribution Amount and (ii) the Certificate Principal Balance of the Class I-2A
Certificates.
Sub-Group I-3A Principal Distribution Amount: With respect to any applicable Distribution
Date, an amount equal to the lesser of (i) the Class I-3A Principal Distribution Percentage multiplied
by the Principal Distribution Amount and (ii) the Certificate Principal Balance of the Class I-3A
Certificates.
Sub-Loan Group: Any of Sub-Loan Group I-1, Sub-Loan Group I-2, Sub-Loan Group I-3, Sub-Loan
Group II-1, Sub-Loan Group II-2, Sub-Loan Group II-3, Sub-Loan Group III-1, Sub-Loan Group III-2 or
Sub-Loan Group III-3, as applicable.
Sub-Loan Group I-1: The group of Mortgage Loans designated as belonging to Sub-Loan Group I-1
on the Mortgage Loan Schedule.
Sub-Loan Group I-1 Certificates: The Class I-1A-1 Certificates and Class I-1A-2 Certificates.
Sub-Loan Group I-2: The group of Mortgage Loans designated as belonging to Sub-Loan Group I-2
on the Mortgage Loan Schedule.
Sub-Loan Group I-2 Certificates: The Class I-2A-1 Certificates and Class I-2A-2 Certificates.
Sub-Loan Group I-3: The group of Mortgage Loans designated as belonging to Sub-Loan Group I-3
on the Mortgage Loan Schedule.
Sub-Loan Group I-3 Certificates: The Class I-3A-1 Certificates and Class I-3A-2 Certificates.
Sub-Loan Group II-1: The group of Mortgage Loans designated as belonging to Sub-Loan
Group II-1 on the Mortgage Loan Schedule.
Sub-Loan Group II-1 Certificates: The Class II-1A-1, Class II-1A-2 and Class II-1X-1
Certificates.
Sub-Loan Group II-2: The group of Mortgage Loans designated as belonging to Sub-Loan Group
II-2 on the Mortgage Loan Schedule.
Sub-Loan Group II-2 Certificates: The Class II-2A-1, Class II-2A-2, Class II-2X-1 and Class
II-2X-2 Certificates.
Sub-Loan Group II-3: The group of Mortgage Loans designated as belonging to Sub-Loan
Group II-3 on the Mortgage Loan Schedule.
Sub-Loan Group II-3 Certificates: The Class II-3A-1, Class II-3A-2, Class II-3A-3, Class
II-3A-4, Class II-3A-5, Class II-3X-1 and Class II-3X-2 Certificates.
Sub-Loan Group III-1: The group of Mortgage Loans designated as belonging to Sub-Loan
Group III-1 on the Mortgage Loan Schedule.
Sub-Loan Group III-1 Certificates: The Class III-1A-1 Certificates and Class III-1A-2
Certificates.
Sub-Loan Group III-2: The group of Mortgage Loans designated as belonging to Sub-Loan Group
III-2 on the Mortgage Loan Schedule.
Sub-Loan Group III-2 Certificates: The Class III-2A-1 Certificates and Class III-2A-2
Certificates.
Sub-Loan Group III-3: The group of Mortgage Loans designated as belonging to Sub-Loan
Group III-3 on the Mortgage Loan Schedule.
Sub-Loan Group III-3 Certificates: The Class III-3A-1, Class III-3A-2, Class III-3A-3, Class
III-3A-4, Class III-3X-1 and Class III-3X-2 Certificates.
Subordinate Certificate Writedown Amount: With respect to the Group II Subordinate
Certificates and as to any Distribution Date, the amount by which (i) the sum of the Certificate
Principal Balances of the Group II Certificates (after giving effect to the distribution of principal
and the allocation of applicable Realized Losses in reduction of the Certificate Principal Balances of
the Group II Certificates on such Distribution Date) exceeds (y) the aggregate Stated Principal Balances
of the Group II Mortgage Loans on the Due Date related to such Distribution Date. With respect to the
Group III Subordinate Certificates and as to any Distribution Date, the amount by which (i) the sum of
the Certificate Principal Balances of the Group III Certificates (after giving effect to the
distribution of principal and the allocation of applicable Realized Losses in reduction of the
Certificate Principal Balances of the Group III Certificates on such Distribution Date) exceeds (y) the
aggregate Stated Principal Balances of the Group III Mortgage Loans on the Due Date related to such
Distribution Date.
Subordinate Certificates: The Group I Subordinate Certificates, the Group II Subordinate
Certificates and the Group III Subordinate Certificates.
Subordinate Optimal Principal Amount: The Group II Subordinate Optimal Principal Amount or the
Group III Subordinate Optimal Principal Amount, as applicable.
Subordinate Percentage: The Group II Subordinate Percentage or the Group III Subordinate
Percentage, as applicable.
Subordinate Prepayment Percentage: The Group II Subordinate Prepayment Percentage or the Group
III Subordinate Prepayment Percentage, as applicable.
Subsequent Recoveries: As of any Distribution Date, amounts received during the related Due
Period by the Master Servicer (net of any related expenses permitted to be reimbursed pursuant to
Section 4.05) or surplus amounts held by the Master Servicer to cover estimated expenses (including, but
not limited to, recoveries in respect of the representations and warranties made by the Sponsor pursuant
to the Mortgage Loan Purchase Agreement) specifically related to a Liquidated Mortgage Loan or the
disposition of an REO Property prior to the related Prepayment Period that resulted in a Realized Loss,
after liquidation or disposition of such Mortgage Loan.
Substitute Mortgage Loan: A mortgage loan tendered to the Trustee pursuant to the related
Servicing Agreement, the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable, in each case, (i) which has an Outstanding Principal Balance not greater nor materially less
than the Mortgage Loan for which it is to be substituted; (ii) which has a Mortgage Interest Rate and
Net Rate not less than, and not materially greater than, such Mortgage Loan; (iii) which has a maturity
date not materially earlier or later than such Mortgage Loan and not later than the latest maturity date
of any Mortgage Loan; (iv) which is of the same property type and occupancy type as such Mortgage Loan;
(v) which has a Loan-to-Value Ratio not greater than the Loan-to-Value Ratio of such Mortgage Loan;
(vi) which is current in payment of principal and interest as of the date of substitution; (vii) as to
which the payment terms do not vary in any material respect from the payment terms of the Mortgage Loan
for which it is to be substituted and (viii) which has a Gross Margin, Periodic Rate Cap and Maximum
Lifetime Mortgage Rate no less than those of such Mortgage Loan, has the same Index and interval between
Interest Adjustment Dates as such Mortgage Loan, and a Minimum Lifetime Mortgage Rate no lower than that
of such Mortgage Loan.
Substitution Adjustment Amount: The amount, if any, required to be paid by the Mortgage Loan
Seller to the Securities Administrator for deposit in the Distribution Account pursuant to Section 2.04
in connection with the substitution of a Mortgage Loan.
Tax Administration and Tax Matters Person: The Securities Administrator and any successor
thereto or assignee thereof shall serve as tax administrator hereunder and as agent for the Tax Matters
Person. The Holder of the largest percentage interest of each Class of Residual Certificates shall be
the Tax Matters Person for the related 2006-4 REMIC, as more particularly set forth in Section 9.12
hereof.
Termination Purchase Price: The price, calculated as set forth in Section 10.01, to be paid in
connection with the repurchase of the Mortgage Loans pursuant to Section 10.01.
Trigger Event: With respect to any Distribution Date, an event that exists if (i) the
percentage obtained by dividing (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans
that are 60 or more days Delinquent (including for this purpose any such Mortgage Loans in bankruptcy or
foreclosure and the Group I Mortgage Loans with respect to which the related Mortgaged Property has been
acquired by the Trust) by (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans in
the mortgage pool, in each case, as of the close of business on the last day of the preceding calendar
month, exceeds 37% of the Current Specified Enhancement Percentage or (ii) the aggregate amount of
Realized Losses on the Group I Mortgage Loans since the Cut-off Date as a percentage of the aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date exceeds the applicable
percentage set forth below:
Months Percentage
37 – 48 0.65%
49 – 60 1.15%
61 – 72 1.65%
73+ 1.95%
Trust Fund or Trust: The corpus of the trust created by this Agreement, consisting of the
Mortgage Loans and the other assets described in Section 2.01(a).
Trustee: Citibank, N.A., or its successor in interest, or any successor trustee appointed as
herein provided.
2006-4 REMIC: Any of REMIC I, REMIC II, REMIC III-A, REMIC III-B, REMIC IV, REMIC V, REMIC VI
and REMIC VII.
Uncertificated Interest: With respect to each REMIC Regular Interest on each Distribution Date,
an amount equal to one month's interest at the related Uncertificated Pass-Through Rate on the
Uncertificated Principal Balance of such REMIC Regular Interest. In each case, for purposes of the
distributions, Uncertificated Interest will be reduced by the interest portion of any Realized Losses
and Net Interest Shortfalls allocated, with respect to the REMIC I Regular Interests, REMIC II Regular
Interests and REMIC III-A Regular Interests, to such REMIC Regular Interests pursuant to the definition
of Realized Losses, with respect to the REMIC III-B Regular Interests, to such REMIC Regular Interests
pursuant to the definition of REMIC III-B Realized Losses and, with respect to the REMIC IV Regular
Interests, REMIC V Regular Interests, REMIC VI Regular Interests and REMIC VII Regular Interest, to the
Related Classes of Certificates; provided that Realized Losses and Net Interest Shortfalls allocated (i)
to the Class II-3X-2 Certificates shall be allocated to REMIC IV Regular Interests II-3A-134 and
II-3A-25 pro rata according to their respective Uncertificated Principal Balances and (ii) to the Class
III-3X-1 Cerificates shall be allocated to REMIC V Regular Interests III-3A-14 and II-3A-23 pro rata
according to their respective Uncertificated Principal Balances.
Uncertificated Pass-Through Rate: With respect to any Distribution Date and REMIC Interest, the
pass-through rate of each such REMIC Interest set forth in Section 5.01(c).
Uncertificated Principal Balance: The amount of any REMIC Regular Interest outstanding as of
any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC I
Regular Interest shall equal the amount set forth in Section 5.01(c)(i) as its Initial Uncertificated
Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC I
Regular Interest shall be reduced by the sum of (i) the principal portion of Realized Losses allocated
to the REMIC I Regular Interests in accordance with the definition of Realized Loss and (ii) the amounts
deemed distributed on each Distribution Date in respect of principal on the REMIC I Regular Interests
pursuant to Section 6.10. As of the Closing Date, the Uncertificated Principal Balance of each REMIC II
Regular Interest shall equal the amount set forth in Section 5.01(c)(ii) as its Initial Uncertificated
Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC II
Regular Interest shall be reduced by the sum of (i) the principal portion of Realized Losses allocated
to the REMIC II Regular Interests in accordance with the definition of Realized Loss and (ii) the
amounts deemed distributed on each Distribution Date in respect of principal on the REMIC II Regular
Interests pursuant to Section 6.10. As of the Closing Date, the Uncertificated Principal Balance of each
REMIC III-A Regular Interest shall equal the amount set forth in Section 5.01(c)(iii) as its Initial
Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of
each REMIC III-A Regular Interest shall be reduced by the sum of (i) the principal portion of Realized
Losses allocated to the REMIC III-A Regular Interests in accordance with the definition of Realized Loss
and (ii) the amounts deemed distributed on each Distribution Date in respect of principal on the REMIC
III-A Regular Interests pursuant to Section 6.10. As of the Closing Date, the Uncertificated Principal
Balance of each REMIC III-B Regular Interest shall equal the amount set forth in the Section 5.01(c)(iv)
hereto as its Initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated
Principal Balance of each REMIC III-B Regular Interest shall be reduced, first, by the portion of
Realized Losses allocated in reduction of the Certificate Principal Balances thereof on such
Distribution Date pursuant to the definition of REMIC III-B Realized Losses and, second, the amounts
deemed distributed on each Distribution Date in respect of principal on the REMIC III-B Regular
Interests pursuant to Section 6.10. As of the Closing Date, the Uncertificated Principal Balance of each
REMIC IV Regular Interest shall equal the amount set forth in the Section 5.01(c)(v) hereto as its
Initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal
Balance of each REMIC IV Regular Interest shall be reduced, first, by the portion of Realized Losses
allocated in reduction of the Certificate Principal Balances of the Related Classes of Certificates on
such Distribution Date and, second, by all distributions of principal made on such Related Classes of
Certificates on such Distribution Date. As of the Closing Date, the Uncertificated Principal Balance of
each REMIC V Regular Interest shall equal the amount set forth in the Section 5.01(c)(vi) hereto as its
Initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal
Balance of each REMIC V Regular Interest shall be reduced, first, by the portion of Realized Losses
allocated in reduction of the Certificate Principal Balances of the Related Classes of Certificates on
such Distribution Date and, second, by all distributions of principal made on such Related Classes of
Certificates on such Distribution Date. As of the Closing Date, the Uncertificated Principal Balance of
each REMIC VI Regular Interest shall equal the amount set forth in the Section 5.01(c)(vii) hereto as
its Initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal
Balance of each REMIC VI Regular Interest shall be reduced, first, by the portion of Realized Losses
allocated in reduction of the Certificate Principal Balances of the Related Classes of Certificates on
such Distribution Date and, second, by all distributions of principal made on such Related Classes of
Certificates on such Distribution Date. As of the Closing Date, the Uncertificated Principal Balance of
the REMIC VII Regular Interest shall equal the amount set forth in Section 5.01(c)(viii) as its Initial
Uncertificated Principal Balance.
Undercollateralized Amount: With respect any Certificate Group in Loan Group II or Loan Group
III and any Distribution Date, the excess of (i) the aggregate Certificate Principal Balance of such
Certificate Group over (ii) the aggregate Stated Principal Balance of the Mortgage Loans in the related
Sub-Loan Group.
Uninsured Cause: Any cause of damage to a Mortgaged Property or related REO Property such that
the complete restoration of such Mortgaged Property or related REO Property is not fully reimbursable by
the hazard insurance policies required to be maintained pursuant the Servicing Agreement, without regard
to whether or not such policy is maintained.
United States Person: A citizen or resident of the United States, a corporation or partnership
(including an entity treated as a corporation or partnership for federal income tax purposes) created or
organized in, or under the laws of, the United States or any state thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations), provided that, for
purposes solely of the Residual Certificates, no partnership or other entity treated as a partnership
for United States federal income tax purposes shall be treated as a United States Person unless all
persons that own an interest in such partnership either directly or through any entity that is not a
corporation for United States federal income tax purposes are United States Persons, or 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 the trust
and one or more such United States Persons have the authority to control all substantial decisions of
the trust. To the extent prescribed in regulations by the Secretary of the Treasury, which have not yet
been issued, a trust which was in existence on August 20, 1996 (other than a trust treated as owned by
the grantor under subpart E of part I of subchapter J of chapter 1 of the Code), and which was treated
as a United States person on August 20, 1996 may elect to continue to be treated as a United States
person notwithstanding the previous sentence.
Unpaid Realized Loss Amount: With respect to any Distribution Date and any Class of Group I
Certificates, is the excess of (i) Applied Realized Loss Amounts with respect to such Class over (ii)
the sum of all distributions in reduction of the Applied Realized Loss Amounts on all previous
Distribution Dates. Any amounts distributed to a Class of Group I Certificates in respect of any Unpaid
Realized Loss Amount will not be applied to reduce the Certificate Principal Balance of such Class.
U.S. Bank: U.S. Bank, NA, and any successor thereto.
U.S. Bank Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of
March 1, 2003, as amended by Amendment No. 1 to the Purchase, Warranties and Servicing Agreement, dated
as of January 1, 2006, between EMC and U.S. Bank, N.A, attached hereto as Exhibit H-13.
Washington Mutual: Washington Mutual Bank, and its successor in interest.
Washington Mutual Servicing Agreement: The Servicing Agreement dated as of April 1, 2005, as
amended by Regulation AB Amendment to Servicing Agreement, dated as of February 1, 2006, between
Washington Mutual and EMC, attached hereto as Exhibit H-14.
Xxxxx Fargo: Xxxxx Fargo Bank, N.A., and any successor thereto.
Xxxxx Fargo Servicing Agreement: Amended and Restated Master Seller's Warranties and Servicing
Agreement dated as of November 1, 2005, between Xxxxx Fargo and EMC, attached hereto as Exhibit H-15.
ARTICLE II
Conveyance of Mortgage Loans;
Original Issuance of Certificates
Section 2.01. Conveyance of Mortgage Loans to Trustee. (a) The Depositor concurrently with
the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse
all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan
Schedule, including all interest and principal due with respect to the initial Mortgage Loans after the
Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date;
(ii) such assets as shall from time to time be credited or are required by the terms of this Agreement
to be credited to the Distribution Account (iii) such assets relating to the Mortgage Loans as from time
to time may be held by the Servicers in Protected Accounts and the Securities Administrator in the
Distribution Account in the name of the Trustee on behalf of the Trust for the benefit of the
Certificateholders and the Securities Administrator in the Reserve Fund in the name of the Trustee on
behalf of the Trust for the benefit of the Group I Offered, Class I-B-3 and Class B-IO
Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or
payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto),
(vi) the Mortgage Loan Purchase Agreement, (vii) the rights with respect to the Servicing Agreements (and
each related Recognition Agreement as defined and described in the related Assignment Agreement) as
assigned to the Trustee on behalf of the Trust for the benefit of the Certificateholders by the
Assignment Agreements and the rights of the Depositor under the EMC Servicing Agreement, (viii) such
assets as shall from time to time be credited or are required by the terms of this Agreement to be
credited to the Distribution Account and the Reserve Fund and (ix) any proceeds of the foregoing.
Although it is the intent of the parties to this Agreement that the conveyance of the Depositor's right,
title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this
Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is
deemed to be a loan, it is the intent of the parties to this Agreement that the Depositor shall be
deemed to have granted to the Trustee a first priority perfected security interest in all of the
Depositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust
Fund, and that this Agreement shall constitute a security agreement under applicable law.
(b) In connection with the above transfer and assignment, the Sponsor hereby deposits with
the Trustee or the Custodian, on behalf of the Trustee, with respect to each Mortgage Loan:
(i) the original Mortgage Note, endorsed without recourse (A) to the order of the
Trustee or (B) in the case of a Mortgage Loan registered on the MERS system, in blank, and in each case
showing an unbroken chain of endorsements from the originator thereof to the Person endorsing it to the
Trustee, or lost note affidavit together with a copy of the related Mortgage Note,
(ii) the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting
the presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall have
been recorded (or if the original is not available, a copy), with evidence of such recording indicated
thereon (or if clause (w) in the proviso below applies, shall be in recordable form),
(iii) unless the Mortgage Loan is assigned in the name of MERS, a certified copy of
the assignment (which may be in the form of a blanket assignment if permitted in the jurisdiction in
which the Mortgaged Property is located) to "Citibank, N.A., as Trustee", with evidence of recording
with respect to each Mortgage Loan in the name of the Trustee thereon (or if clause (w) in the proviso
below applies or for Mortgage Loans with respect to which the related Mortgaged Property is located in a
state other than Maryland, Tennessee, South Carolina, Mississippi and Florida, or an Opinion of Counsel
has been provided as set forth in this Section 2.01(b), shall be in recordable form),
(iv) all intervening assignments of the Security Instrument, if applicable and only
to the extent available to the Depositor with evidence of recording thereon,
(v) the original or a copy of the policy or certificate of primary mortgage
guaranty insurance, to the extent available, if any,
(vi) the original policy of title insurance or mortgagee's certificate of title
insurance or commitment or binder for title insurance, and
(vii) originals of all modification agreements, if applicable and available.
provided, however, that in lieu of the foregoing, the Depositor may deliver the following documents,
under the circumstances set forth below: (w) in lieu of the original Security Instrument, assignments
to the Trustee or intervening assignments thereof which have been delivered, are being delivered or
will, upon receipt of recording information relating to the Security Instrument required to be included
thereon, be delivered to recording offices for recording and have not been returned to the Depositor in
time to permit their delivery as specified above, the Depositor may deliver, or cause to be delivered, a
true copy thereof with a stamp on the face of such copy, substantially as follows: "Certified to be a
true and correct copy of the original"; (x) in lieu of the Security Instrument, assignment to the
Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such
documents (as evidenced by a certification from the Depositor to such effect) the Depositor may deliver
photocopies of such documents containing an original certification by the judicial or other governmental
authority of the jurisdiction where such documents were recorded; and (y) the Depositor shall not be
required to deliver intervening assignments or Mortgage Note endorsements between the Sponsor and the
Depositor, and between the Depositor and the Trustee; and provided, further, however, that in the case
of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date,
the Depositor, in lieu of delivering the above documents, may deliver to the Trustee or the Custodian,
on its behalf, a certification to such effect and shall deposit all amounts paid in respect of such
Mortgage Loans in the Distribution Account on the Closing Date. The Depositor shall deliver such
original documents (including any original documents as to which certified copies had previously been
delivered) to the Trustee or the Custodian, on its behalf, promptly after they are received. The
Depositor shall cause the Sponsor, at its expense, to cause each assignment of the Security Instrument
to the Trustee to be recorded not later than 180 days after the Closing Date, unless (a) such
recordation is not required by the Rating Agencies or an Opinion of Counsel addressed to the Trustee has
been provided to the Trustee (with a copy to the Custodian) which states that recordation of such
Security Instrument is not required to protect the interests of the Certificateholders in the related
Mortgage Loans or (b) MERS is identified on the Mortgage or on a properly recorded assignment of the
Mortgage as the mortgagee of record solely as nominee for the Sponsor and its successor and assigns;
provided, however, that each assignment shall be submitted for recording by the Sponsor in the manner
described above, at no expense to the Trust or the Trustee or the Custodian, on its behalf, upon the
earliest to occur of: (i) reasonable direction by the Holders of Certificates evidencing Fractional
Undivided Interests aggregating not less than 25% of the Trust, (ii) the occurrence of an Event of
Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor and
(iv) the occurrence of a servicing transfer as described in Section 8.02 hereof.
Section 2.02. Acceptance of Mortgage Loans by Trustee. (a) The Trustee acknowledges the
sale, transfer and assignment of the Trust Fund to it (or the Custodian, on its behalf) by the Depositor
and receipt of, subject to further review and the exceptions which may be noted pursuant to the
procedures described below, and declares that it holds, the documents (or certified copies thereof)
delivered to it or the Custodian, on its behalf, pursuant to Section 2.01, and declares that it (or the
Custodian, on its behalf) will continue to hold those documents and any amendments, replacements or
supplements thereto and all other assets of the Trust Fund delivered to it (or the Custodian, on its
behalf) as Trustee in trust for the use and benefit of all present and future Holders of the
Certificates. On the Closing Date, with respect to the Mortgage Loans, the Custodian, shall acknowledge
with respect to each Mortgage Loan by delivery to the Depositor, the Master Servicer and the Trustee of
an Initial Certification substantially in the form of Exhibit One to the Custodial Agreement, receipt of
the Mortgage File, but without review of such Mortgage File, except to the extent necessary to confirm
that such Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90
days after the Closing Date (or with respect to any Substitute Mortgage Loan, within five Business Days
after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the
Certificateholders, to review or cause to be reviewed by the Custodian on its behalf (under the
Custodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be
executed and delivered, to the Depositor, the Master Servicer and the Trustee an Interim Certification
substantially in the form annexed as Exhibit Two to the related Custodial Agreement. In conducting such
review, the Trustee or Custodian, on behalf of the Trustee, will ascertain whether all required
documents have been executed and received, and based on the Mortgage Loan Schedule, whether those
documents relate, determined on the basis of the Mortgagor name, original principal balance and loan
number, to the Mortgage Loans it has received, as identified in the Mortgage Loan Schedule. In
performing any such review, the Trustee or the Custodian, on its behalf, may conclusively rely on the
purported due execution and genuineness of any such document and on the purported genuineness of any
signature thereon. If the Trustee or the Custodian, on its behalf, finds any document constituting part
of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of
the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in
Exhibit B, or to appear defective on its face (i.e. torn, mutilated, or otherwise physically altered) (a
"Material Defect"), the Trustee or the Custodian, on its behalf, shall upon completion of the review of
all files, but in no event later than 90 days after the Closing date, notify the Sponsor. In accordance
with the Mortgage Loan Purchase Agreement, the Sponsor shall correct or cure any such defect within
ninety (90) days from the date of notice from the Trustee or the Custodian, on its behalf, of the defect
and if the Sponsor fails to correct or cure the defect within such period, and such defect materially
and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee
or the Custodian, on its behalf, shall enforce the Sponsor's obligation pursuant to the Mortgage Loan
Purchase Agreement within 90 days from the Trustee's or the Custodian's notification, to purchase such
Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be
other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury
Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions
of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other
provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its
failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days
from the date such breach was discovered; provided, however, that if such defect relates solely to the
inability of the Sponsor to deliver the original Security Instrument or intervening assignments thereof,
or a certified copy because the originals of such documents, or a certified copy have not been returned
by the applicable jurisdiction, the Sponsor shall not be required to purchase such Mortgage Loan if the
Sponsor delivers such original documents or certified copy promptly upon receipt, but in no event later
than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event
that the Sponsor cannot deliver such original or copy of any document submitted for recording to the
appropriate recording office in the applicable jurisdiction because such document has not been returned
by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording
office or, if such receipt is not available, a certificate confirming that such documents have been
accepted for recording, and delivery to the Trustee or the Custodian, on its behalf, shall be effected
by the Sponsor within thirty days of its receipt of the original recorded document.
(b) No later than 180 days after the Closing Date (or with respect to any Substitute
Mortgage Loan, within five Business Days after the receipt by the Trustee or the Custodian thereof), the
Trustee or the Custodian, on its behalf, will review, for the benefit of the Certificateholders, the
Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the
Depositor, the Master Servicer and the Trustee a Final Certification, substantially in the form annexed
as Exhibit Three to the Custodial Agreement. In conducting such review, the Trustee or the Custodian,
on its behalf, will ascertain whether an original of each document required to be recorded has been
returned from the recording office with evidence of recording thereon or a certified copy has been
obtained from the recording office. If the Trustee or the Custodian, on its behalf, finds a Material
Defect, the Trustee or the Custodian, on its behalf, shall upon completion of the review of all files,
but in no event later than 180 days after the Closing Date, notify the Sponsor (provided, however, that
with respect to those documents described in Sections 2.01(b)(iv), (v) and (vii), the Trustee's and
Custodian's obligations shall extend only to the documents actually delivered to the Trustee or the
Custodian, on behalf of the Trustee, pursuant to such Sections). In accordance with the Mortgage Loan
Purchase Agreement the Sponsor shall correct or cure any such defect within 90 days from the date of
notice from the Trustee or the Custodian, on its behalf, of the Material Defect and if the Sponsor is
unable to cure such defect within such period, and if such defect materially and adversely affects the
interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the
Sponsor's obligation under the Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (if
within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided,
however, that if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4),
(5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3)
or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to
be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section
860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and
(9), any such cure, repurchase or substitution must occur within 90 days from the date such breach was
discovered; provided, further, that if such defect relates solely to the inability of the Sponsor to
deliver the original Security Instrument or intervening assignments thereof, or a certified copy,
because the originals of such documents or a certified copy, have not been returned by the applicable
jurisdiction, the Sponsor shall not be required to purchase such Mortgage Loan, if the Sponsor delivers
such original documents or certified copy promptly upon receipt, but in no event later than 360 days
after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the
Sponsor cannot deliver such original or copy of any document submitted for recording to the appropriate
recording office in the applicable jurisdiction because such document has not been returned by such
office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or,
if such receipt is not available, a certificate confirming that such documents have been accepted for
recording, and delivery to the Trustee or the Custodian, on its behalf, shall be effected by the Sponsor
within thirty days of its receipt of the original recorded document.
(c) In the event that a Mortgage Loan is purchased by the Sponsor in accordance with
Sections 2.02(a) or (b) above, the Sponsor shall remit to the Securities Administrator, the Repurchase
Price for deposit in the Distribution Account and the Sponsor shall provide to the Securities
Administrator and the Trustee written notification detailing the components of the Repurchase Price.
Upon deposit of the Repurchase Price in the Distribution Account, the Depositor shall notify the Trustee
and the Custodian, on behalf of the Trustee (upon receipt of a Request for Release in the form of
Exhibit D attached hereto with respect to such Mortgage Loan), shall release to the Sponsor the related
Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment,
without recourse, representation or warranty, furnished to it by the Sponsor, as are necessary to vest
in the Sponsor title to and rights under the Mortgage Loan. Such purchase shall be deemed to have
occurred on the date on which the Repurchase Price in available funds is received by the Securities
Administrator. The Sponsor shall amend the Mortgage Loan Schedule to reflect such repurchase and shall
promptly notify the Trustee, the Securities Administrator, the Master Servicer, the Custodian and the
Rating Agencies of such amendment. The obligation of the Sponsor to repurchase any Mortgage Loan as to
which such a defect in a constituent document exists shall be the sole remedy respecting such defect
available to the Certificateholders or to the Trustee on their behalf.
Section 2.03. Assignment of Interest in the Mortgage Loan Purchase Agreement. (a) The
Depositor hereby assigns to the Trustee, on behalf of the Certificateholders, all of its right, title
and interest in the Mortgage Loan Purchase Agreement including but not limited to the Depositor's rights
and obligations pursuant to the Servicing Agreements (noting that the Sponsor has retained the right in
the event of breach of the representations, warranties and covenants, if any, with respect to the
related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the
provisions thereof and to seek all or any available remedies). The obligations of the Sponsor to
substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's and the
Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Depositor
shall take such actions as may be necessary to enforce the above right, title and interest on behalf of
the Trustee and the Certificateholders or shall execute such further documents as the Trustee may
reasonably require in order to enable the Trustee to carry out such enforcement.
(b) If the Depositor, the Master Servicer, or the Trustee discovers a breach of any of the
representations and warranties set forth in the Mortgage Loan Purchase Agreement, which breach
materially and adversely affects the value of the interests of Certificateholders or the Trustee in the
related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach
to the other parties. The Sponsor, within 90 days of its discovery or receipt of notice that such
breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or,
subject to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, shall
purchase the Mortgage Loan or any property acquired with respect thereto from the Trustee; provided,
however, that if there is a breach of any representation set forth in the Mortgage Loan Purchase
Agreement or Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the related
property acquired with respect thereto has been sold, then the Sponsor shall pay, in lieu of the
Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon
such sale. (If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to
the Sponsor to the extent not required by law to be paid to the borrower.) Any such purchase by the
Sponsor shall be made by providing an amount equal to the Repurchase Price to the Securities
Administrator for deposit in the Distribution Account and written notification detailing the components
of such Repurchase Price. The Depositor shall notify the Trustee and submit to the Trustee or the
Custodian, on its behalf, a Request for Release, and the Trustee shall cause the Custodian to release,
to the Sponsor the related Mortgage File and the Trustee shall execute and deliver all instruments of
transfer or assignment furnished to it by the Sponsor, without recourse, representation or warranty as
are necessary to vest in the Sponsor title to and rights under the Mortgage Loan or any property
acquired with respect thereto. Such purchase shall be deemed to have occurred on the date on which the
Repurchase Price in available funds is received by the Securities Administrator. The Sponsor shall
amend the Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Trustee, the
Securities Administrator, the Master Servicer, the Custodian and the Rating Agencies of such amendment.
Enforcement of the obligation of the Sponsor to purchase (or substitute a Substitute Mortgage Loan for)
any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set
forth in the above proviso) as to which a breach has occurred and is continuing shall constitute the
sole remedy respecting such breach available to the Certificateholders or the Trustee on their behalf.
In connection with any repurchase of a Mortgage Loan pursuant to this Section 2.03, the Sponsor
shall furnish to the Securities Administrator an Officer's Certificate, signed by a duly authorized
officer of the Sponsor to the effect that such repurchase has been made in accordance with the terms and
conditions of this Agreement and that all conditions precedent to such repurchase or substitution have
been satisfied, including the delivery to the Securities Administrator of the Purchase Price or
Substitution Adjustment Amount, as applicable, for deposit into the Distribution Account, together with
copies of any Opinion of Counsel required to be delivered pursuant to this Agreement and the related
Request for Release. Solely for purposes of the Securities Administrator providing an Assessment of
Compliance, upon receipt of such documentation, the Securities Administrator shall approve such
repurchase, as applicable, and which approval shall consist solely of the Securities Administrator's
receipt of such documentation and deposits. It is understood and agreed that the obligation under this
Agreement of the Sponsor to cure, repurchase or replace any Mortgage Loan as to which a breach has
occurred and is continuing shall constitute the sole remedies against the Sponsor respecting such breach
available to Certificateholders, the Depositor, the Trustee or the Securities Administrator.
Section 2.04. Substitution of Mortgage Loans. Notwithstanding anything to the contrary in
this Agreement, in lieu of purchasing a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement
or Sections 2.02 or 2.03 of this Agreement, the Sponsor may, no later than the date by which such
purchase by the Sponsor would otherwise be required, tender to the Trustee a Substitute Mortgage Loan
accompanied by a certificate of an authorized officer of the Sponsor that such Substitute Mortgage Loan
conforms to the requirements set forth in the definition of "Substitute Mortgage Loan" in the Mortgage
Loan Purchase Agreement or this Agreement, as applicable; provided, however, that substitution pursuant
to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, in lieu of
purchase shall not be permitted after the termination of the two-year period beginning on the Startup
Day; provided, further, that if the breach would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury
Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision
that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to
meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or substitution must occur within 90 days
from the date the breach was discovered. The Sponsor will promptly notify the Master Servicer and the
Securities Administrator of any such substitution. The Trustee or the Custodian, on its behalf, shall
examine the Mortgage File for any Substitute Mortgage Loan in the manner set forth in Section 2.02(a)
and the Trustee or the Custodian, on its behalf, shall notify the Sponsor, in writing, within five
Business Days after receipt, whether or not the documents relating to the Substitute Mortgage Loan
satisfy the requirements of the fourth sentence of Section 2.02(a). Within two Business Days after such
notification, the Sponsor shall provide to the Securities Administrator for deposit in the Distribution
Account the amount, if any, by which the Outstanding Principal Balance as of the next preceding Due Date
of the Mortgage Loan for which substitution is being made, after giving effect to the Scheduled
Principal due on such date, exceeds the Outstanding Principal Balance as of such date of the Substitute
Mortgage Loan, after giving effect to Scheduled Principal due on such date, which amount shall be
treated for the purposes of this Agreement as if it were the payment by the Sponsor of the Repurchase
Price for the purchase of a Mortgage Loan by the Sponsor. After such notification to the Sponsor and,
if any such excess exists, upon receipt of such deposit, the Trustee shall accept such Substitute
Mortgage Loan which shall thereafter be deemed to be a Mortgage Loan hereunder. In the event of such a
substitution, accrued interest on the Substitute Mortgage Loan for the month in which the substitution
occurs and any Principal Prepayments made thereon during such month shall be the property of the Trust
Fund and accrued interest for such month on the Mortgage Loan for which the substitution is made and any
Principal Prepayments made thereon during such month shall be the property of the Sponsor. The
Scheduled Principal on a Substitute Mortgage Loan due on the Due Date in the month of substitution shall
be the property of the Sponsor and the Scheduled Principal on the Mortgage Loan for which the
substitution is made due on such Due Date shall be the property of the Trust Fund. Upon acceptance of
the Substitute Mortgage Loan (and delivery to the Trustee or the Custodian as agent of the Trustee, as
applicable, of a Request for Release for such Mortgage Loan), the Trustee or the Custodian, on its
behalf, shall release to the Sponsor the related Mortgage File related to any Mortgage Loan released
pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, and
shall execute and deliver all instruments of transfer or assignment, without recourse, representation or
warranty in form as provided to it as are necessary to vest in the Sponsor title to and rights under any
Mortgage Loan released pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement, as applicable. The Sponsor shall deliver the documents related to the Substitute Mortgage
Loan in accordance with the provisions of the Mortgage Loan Purchase Agreement or Sections 2.01(b) and
2.02(b) of this Agreement, as applicable, with the date of acceptance of the Substitute Mortgage Loan
deemed to be the Closing Date for purposes of the time periods set forth in those Sections. The
representations and warranties set forth in the Mortgage Loan Purchase Agreement shall be deemed to have
been made by the Sponsor with respect to each Substitute Mortgage Loan as of the date of acceptance of
such Mortgage Loan by the Trustee. The Sponsor shall amend the Mortgage Loan Schedule to reflect such
substitution and shall provide a copy of such amended Mortgage Loan Schedule to the Trustee, the
Securities Administrator, the Master Servicer, the Custodian and the Rating Agencies.
In connection with any substitution of a Mortgage Loan pursuant to this Section 2.04, the
Sponsor shall furnish to the Securities Administrator an Officer's Certificate, signed by a duly
authorized officer of the Sponsor to the effect that such substitution has been made in accordance with
the terms and conditions of this Agreement and that all conditions precedent to such substitution have
been satisfied, including the delivery to the Securities Administrator of the Purchase Price or
Substitution Adjustment Amount, as applicable, for deposit into the Distribution Account, together with
copies of any Opinion of Counsel required to be delivered pursuant to this Agreement and the related
Request for Release. Solely for purposes of the Securities Administrator providing an Assessment of
Compliance, upon receipt of such documentation, the Securities Administrator shall approve such
substitution, as applicable, and which approval shall consist solely of the Securities Administrator's
receipt of such documentation and deposits. It is understood and agreed that the obligation under this
Agreement of the Sponsor to cure, repurchase or replace any Mortgage Loan as to which a breach has
occurred and is continuing shall constitute the sole remedies against the Sponsor respecting such breach
available to Certificateholders, the Depositor, the Trustee or the Securities Administrator.
Section 2.05. Issuance of Certificates. (a) The Trustee acknowledges the assignment to it
of the Mortgage Loans and the other assets comprising the Trust Fund and, concurrently therewith, the
Securities Administrator has signed, and countersigned and delivered to the Depositor, in exchange
therefor, Certificates in such authorized denominations representing such Fractional Undivided Interests
as the Depositor has requested. The Trustee (or the Custodian, on its behalf) agrees that it will hold
the Mortgage Loans and such other assets as may from time to time be delivered to it (or the Custodian,
on its behalf) segregated on the books of the Trustee in trust for the benefit of the Certificateholders.
(b) The Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right,
title and interest of the Depositor in and to (i) the REMIC I Regular Interests, and the other assets of
REMIC IV, for the benefit of the holders of the REMIC IV Interests, (ii) the REMIC II Regular Interests,
and the other assets of REMIC V, for the benefit of the holders of the REMIC V Interests, (iii) the
REMIC III-A Regular Interests, and the other assets of REMIC III-B, for the benefit of the holders of
the REMIC III-B Interests, (iv) the REMIC III-B Regular Interests, the REMIC IV Regular Interests and
the REMIC V Regular Interests, and the other assets of REMIC VI, for the benefit of the holders of the
REMIC VI Interests and (iv) REMIC VI Regular Interests B-IO-I and B-IO-P, and the other assets of REMIC
VII for the benefit of the holders of the REMIC VII Interests. The Trustee acknowledges receipt of the
REMIC I Regular Interests, REMIC II Regular Interests, REMIC III-A Regular Interests, REMIC III-B
Regular Interests, REMIC IV Regular Interests, REMIC V Regular Interests and REMIC VI Regular Interests
B-IO-I and B-IO-P (each of which are uncertificated) and the other assets of REMIC III-B, REMIC IV,
REMIC V, REMIC VI and REMIC VII, and declares that it holds and will hold the same in trust for the
exclusive use and benefit of the holders of the REMIC III-B Interests, REMIC IV Interests, REMIC V
Interests, REMIC VI Interests and REMIC VII Interests, as applicable.
Section 2.06. Representations and Warranties Concerning the Depositor. The Depositor hereby
represents and warrants to the Trustee, the Master Servicer and the Securities Administrator as follows:
(a) the Depositor is duly organized and is validly existing as a limited liability company
in good standing under the laws of the State of Delaware and has full power and authority necessary to
own or hold its properties and to conduct its business as now conducted by it and to enter into and
perform its obligations under this Agreement;
(b) the Depositor has the full power and authority to execute, deliver and perform, and to
enter into and consummate the transactions contemplated by, this Agreement and has duly authorized, by
all necessary corporate action on its part, the execution, delivery and performance of this Agreement,
and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties
hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the
Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) general
principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law;
(c) the execution and delivery of this Agreement by the Depositor, the consummation of the
transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof
are in the ordinary course of business of the Depositor and will not (A) result in a material breach of
any term or provision of the certificate of formation or limited liability company agreement of the
Depositor or (B) conflict with, result in a breach, violation or acceleration of, or result in a default
under, the terms of any other material agreement or instrument to which the Depositor is a party or by
which it may be bound or (C) constitute a violation of any statute, order or regulation applicable to
the Depositor of any court, regulatory body, administrative agency or governmental body having
jurisdiction over the Depositor; and the Depositor is not in breach or violation of any indenture or
other agreement or instrument, or in violation of any statute, order or regulation of any court,
regulatory body, administrative agency or governmental body having jurisdiction over it, which breach or
violation may materially impair the Depositor's ability to perform or meet any of its obligations under
this Agreement;
(d) no litigation is pending, or, to the best of the Depositor's knowledge, threatened,
against the Depositor that would materially and adversely affect the execution, delivery or
enforceability of this Agreement or the ability of the Depositor to perform its obligations under this
Agreement in accordance with the terms hereof;
(e) no consent, approval, authorization or order of any court or governmental agency or
body is required for the execution, delivery and performance by the Depositor of, or compliance by the
Depositor with, this Agreement or the consummation of the transactions contemplated hereby, or if any
such consent, approval, authorization or order is required, the Depositor has obtained the same; and
(f) immediately prior to the transfer and assignment to the Trustee, each Mortgage Note
and each Mortgage were not subject to an assignment or pledge, and the Depositor had good and marketable
title to and was the sole owner thereof and had full right to transfer and sell such Mortgage Loan to
the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest.
(g) The Depositor has filed all reports required to be filed by Section 13 or
Section 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period if required)
and has been subject to such filing requirements for the past 90 days.
Section 2.07. [Reserved]
Section 2.08. Purposes and Powers of the Trust.
The purpose of the common law trust, as created hereunder, is to engage in the following
activities:
(a) acquire and hold the Mortgage Loans and the other assets of the Trust Fund and the
proceeds therefrom;
(b) to issue the Certificates sold to the Depositor in exchange for the Mortgage Loans;
(c) to make payments on the Certificates;
(d) to engage in those activities that are necessary, suitable or convenient to accomplish
the foregoing or are incidental thereto or connected therewith; and
(e) subject to compliance with this Agreement, to engage in such other activities as may
be required in connection with conservation of the Trust Fund and the making of distributions to the
Certificateholders.
The Trust is hereby authorized to engage in the foregoing activities. The trust shall not
engage in any activity other than in connection with the foregoing or other than as required or
authorized by the terms of this Agreement while any Certificate is outstanding, and this Section 2.08
may not be amended, without the consent of the Certificateholders evidencing 51% or more of the
aggregate voting rights of the Certificates.
ARTICLE III
Administration and Servicing of Mortgage Loans
Section 3.01. Master Servicer. The Master Servicer shall supervise, monitor and oversee the
obligation of the Servicers to service and administer their respective Mortgage Loans in accordance with
the terms of the applicable Servicing Agreements and shall have full power and authority to do any and
all things which it may deem necessary or desirable in connection with such master servicing and
administration. In performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and
consult with each Servicer as necessary from time-to-time to carry out the Master Servicer's obligations
hereunder, shall receive, review and evaluate all reports, information and other data provided to the
Master Servicer by each Servicer and shall cause each Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by such Servicer under its applicable Servicing
Agreement. The Master Servicer shall independently and separately monitor each Servicer's servicing
activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with
such information provided in the previous sentence on a monthly basis and coordinate corrective
adjustments to the Servicers' and Master Servicer's records, and based on such reconciled and corrected
information, the Master Servicer shall provide such information to the Securities Administrator as shall
be necessary in order for it to prepare the statements specified in Section 6.04, and prepare any other
information and statements required to be forwarded by the Master Servicer hereunder. The Master
Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the
Servicers as reported to the Master Servicer.
In addition to the foregoing, in connection with a modification of any Mortgage Loan by a
Servicer, if the Master Servicer is unable to enforce the obligations of the Servicer with respect to
such modification, the Master Servicer shall notify the Depositor of such Servicer's failure to comply
with the terms of the Servicing Agreement. If the Servicing Agreement requires the approval of the
Master Servicer for a modification to a Mortgage Loan, the Master Servicer shall approve such
modification if, based upon its receipt of written notification from the related Servicer outlining the
terms of such modification and appropriate supporting documentation, the Master Servicer determines that
the modification is permitted under the terms of the related Servicing Agreement and that any conditions
to such modification set forth in the related Servicing Agreement have been satisfied. Furthermore, if
the related Servicing Agreement requires the oversight and monitoring of loss mitigation measures with
respect to the related Mortgage Loans, the Master Servicer will monitor any loss mitigation procedure or
recovery action related to a defaulted Mortgage Loan (to the extent it receives notice of such from the
related Servicer) and confirm that such loss mitigation procedure or recovery action is initiated,
conducted and concluded in accordance with any timeframes and any other requirements set forth in the
related Servicing Agreement, and the Master Servicer shall notify the Depositor in any case in which the
Master Servicer believes that the related Servicer is not complying with such timeframes and/or other
requirements.
The Trustee shall furnish the Servicers and the Master Servicer, upon written request from a
Servicing Officer, with any powers of attorney, in substantially the form attached hereto as Exhibit O,
and upon written request from a Servicing Officer, other documents in form as provided to it necessary
or appropriate to enable the Servicers and the Master Servicer to service and administer the related
Mortgage Loans and REO Property.
The Trustee (or Custodian, on its behalf) shall provide access to the records and documentation
in possession of the Trustee (or Custodian, on its behalf) regarding the related Mortgage Loans and REO
Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and
examiners of the FDIC, such access being afforded only upon reasonable prior written request and during
normal business hours at the office of the Trustee, or Custodian on its behalf; provided, however, that,
unless otherwise required by law, the Trustee, or Custodian on its behalf, shall not be required to
provide access to such records and documentation if the provision thereof would violate the legal right
to privacy of any Mortgagor. The Trustee, or Custodian on its behalf, shall allow representatives of
the above entities to photocopy any of the records and documentation and shall provide equipment for
that purpose at a charge that covers the Trustee's or Custodian's actual costs.
The Trustee shall execute, upon the Servicer's written instruction (which includes the
documents to be signed), and deliver to the Servicer and the Master Servicer any court pleadings,
requests for trustee's sale or other appropriate documents necessary or desirable to (i) the foreclosure
or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment
against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment
against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or
Security Instrument or otherwise available at law or equity.
Section 3.02. REMIC-Related Covenants. For as long as each 2006-4 REMIC shall exist, the
Trustee and the Securities Administrator shall act in accordance herewith to assure continuing treatment
of such 2006-4 REMIC as a REMIC, and the Trustee and the Securities Administrator shall comply with any
directions of the Depositor, the related Servicer or the Master Servicer to assure such continuing
treatment. In particular, the Securities Administrator shall not (a) sell or permit the sale of all or
any portion of the Mortgage Loans or of any investment of deposits in an Account (except as otherwise
expressly permitted by this Agreement) unless such sale is as a result of a repurchase of the Mortgage
Loans pursuant to this Agreement or the Securities Administrator has received a REMIC Opinion addressed
to the Securities Administrator prepared at the expense of the Trust Fund; and (b) other than with
respect to a substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement, as applicable, accept any contribution to any 2006-4 REMIC after the Startup Day without
receipt of a REMIC Opinion addressed to the Securities Administrator.
Section 3.03. Monitoring of Servicers. (a) The Master Servicer shall be responsible for
reporting to the Trustee and the Depositor the non-compliance by each Servicer with its duties under the
related Servicing Agreement. In the review of each Servicer's activities, the Master Servicer may rely
upon an officer's certificate of the Servicer (or similar document signed by an officer of the Servicer)
with regard to such Servicer's compliance with the terms of its Servicing Agreement. In the event that
the Master Servicer, in its judgment, determines that a Servicer (other than Xxxxx Fargo) should be
terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to such
Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute
grounds for such termination, the Master Servicer shall notify the Depositor and the Trustee in writing
thereof and the Master Servicer (or the Trustee in the case that Xxxxx Fargo is the Servicer to be
terminated) shall issue such notice or take such other action as it deems appropriate.
(b) The Master Servicer, for the benefit of the Trustee and the Certificateholders, shall
enforce the obligations of each Servicer under the related Servicing Agreement, and shall, in the event
that a Servicer fails to perform its obligations in accordance with the related Servicing Agreement,
subject to the preceding paragraph, terminate the rights and obligations of such Servicer thereunder and
act as successor servicer of the related Mortgage Loans (or, in the case of Xxxxx Fargo, shall notify
the Trustee in writing of the failure of Xxxxx Fargo to perform its obligations under the Xxxxx Fargo
Servicing Agreement, in which case the Trustee shall terminate the rights and obligations of Xxxxx Fargo
as Servicer and select a successor Servicer of the related Mortgage Loans) or cause the Trustee to enter
in to a new Servicing Agreement with a successor Servicer selected by the Master Servicer; provided,
however, it is understood and acknowledged by the parties hereto that there will be a period of
transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to
such successor Servicer. Such enforcement, including, without limitation, the legal prosecution of
claims, termination of Servicing 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 Master Servicer or the Trustee, as
applicable, in its good faith business judgment, would require were it the owner of the related Mortgage
Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at
its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required
to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as
applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such
action. Nothing herein shall impose any obligation on the part of the Trustee to assume or succeed to
the duties or obligations of Xxxxx Fargo, as servicer, or the Master Servicer except if the Trustee is
unable to find a successor to Xxxxx Fargo as successor servicer or except as provided under Section 8.02
herein, in which cases the Trustee shall assume or succeed to such duties or obligation.
(c) To the extent that the costs and expenses of the Master Servicer or the Trustee, as
applicable, related to any termination of a Servicer, the enforcement or prosecution of related claims,
rights or remedies on the appointment of a successor Servicer or the transfer and assumption of
servicing by the Master Servicer or the Trustee, as applicable, with respect to any Servicing Agreement
(including, without limitation, (i) all legal costs and expenses and all due diligence costs and
expenses associated with an evaluation of the potential termination of the Servicer as a result of an
event of default by such Servicer and (ii) all costs and expenses associated with the complete transfer
of servicing, including, but not limited to, all servicing files and all servicing data and the
completion, correction or manipulation of such servicing data as may be required by the successor
servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the
successor servicer to service the Mortgage Loans in accordance with the related Servicing Agreement) are
not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as
applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account.
(d) The Master Servicer shall require each Servicer to comply with the remittance
requirements and other obligations set forth in the related Servicing Agreement, including the
obligation of each Servicer to furnish information regarding the borrower credit files related to each
Mortgage Loan to credit reporting agencies in compliance with the provisions of the Fair Credit
Reporting Act and the applicable implementing regulations, on a monthly basis.
(e) If the Master Servicer acts as Servicer, it will not assume liability for the
representations and warranties of the Servicer, if any, that it replaces.
Section 3.04. Fidelity Bond. The Master Servicer, at its expense, shall maintain in effect
a blanket fidelity bond and an errors and omissions insurance policy, affording coverage with respect to
all directors, officers, employees and other Persons acting on such Master Servicer's behalf, and
covering errors and omissions in the performance of the Master Servicer's obligations hereunder. The
errors and omissions insurance policy and the fidelity bond shall be in such form and amount generally
acceptable for entities serving as master servicers or trustees.
Section 3.05. Power to Act; Procedures. The Master Servicer shall master service the
Mortgage Loans and shall have full power and authority, subject to the REMIC Provisions and the
provisions of Article X hereof, to do any and all things that it may deem necessary or desirable in
connection with the master servicing and administration of the Mortgage Loans, including but not limited
to the power and authority (i) to execute and deliver, on behalf of the Certificateholders and the
Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers
of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to collect
any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
of the ownership of the Mortgaged Property securing any Mortgage Loan, in each case, in accordance with
the provisions of this Agreement and the Servicing Agreement, as applicable; provided, however, that the
Master Servicer shall not (and, consistent with its responsibilities under Section 3.03, shall not
authorize any Servicer to) knowingly or intentionally take any action, or fail to take (or fail to cause
to be taken) any action reasonably within its control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause
any 2006-4 REMIC to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Master
Servicer has received an Opinion of Counsel (but not at the expense of the Master Servicer) to the
effect that the contemplated action would not cause any 2006-4 REMIC to fail to qualify as a REMIC or
result in the imposition of a tax upon any 2006-4 REMIC. The Trustee shall furnish the Master Servicer,
upon written request from a Servicing Officer, with any powers of attorney empowering the Master
Servicer or any Servicer to execute and deliver instruments of satisfaction or cancellation, or of
partial or full release or discharge, and to foreclose upon or otherwise liquidate Mortgaged Property,
and to appeal, prosecute or defend in any court action relating to the Mortgage Loans or the Mortgaged
Property, in accordance with the applicable Servicing Agreement and this Agreement, and the Trustee
shall execute and deliver such other documents, as the Master Servicer may request, to enable the Master
Servicer to master service and administer the Mortgage Loans and carry out its duties hereunder, in each
case in accordance with Accepted Master Servicing Practices (and the Trustee shall have no liability for
misuse of any such powers of attorney by the Master Servicer or any Servicer). If the Master Servicer
or the Trustee has been advised that it is likely that the laws of the state in which action is to be
taken prohibit such action if taken in the name of the Trustee or that the Trustee would be adversely
affected under the "doing business" or tax laws of such state if such action is taken in its name, the
Master Servicer shall join with the Trustee in the appointment of a co-trustee pursuant to Section 9.11
hereof. In the performance of its duties hereunder, the Master Servicer shall be an independent
contractor and shall not, except in those instances where it is taking action in the name of the Trust,
be deemed to be the agent of the Trust.
Section 3.06. Due-on-Sale Clauses; Assumption Agreements. To the extent provided in the
applicable Servicing Agreement, to the extent Mortgage Loans contain enforceable due-on-sale clauses,
the Master Servicer shall cause the Servicers to enforce such clauses in accordance with the applicable
Servicing Agreement. If applicable law prohibits the enforcement of a due-on-sale clause or such clause
is otherwise not enforced in accordance with the applicable Servicing Agreement, and, as a consequence,
a Mortgage Loan is assumed, the original Mortgagor may be released from liability in accordance with the
applicable Servicing Agreement.
Section 3.07. Release of Mortgage Files. (a) Upon becoming aware of the payment in full of
any Mortgage Loan, or the receipt by any Servicer of a notification that payment in full has been
escrowed in a manner customary for such purposes for payment to Certificateholders on the next
Distribution Date, the Servicer will, if required under the applicable Servicing Agreement (or if the
Servicer does not, the Master Servicer may), promptly furnish to the Custodian, on behalf of the
Trustee, two copies of a certification substantially in the form of Exhibit D hereto (or as otherwise
provided in the Custodial Agreement) signed by a Servicing Officer or in a mutually agreeable electronic
format which will, in lieu of a signature on its face, originate from a Servicing Officer (which
certification shall include a statement to the effect that all amounts received in connection with such
payment that are required to be deposited in the Protected Account maintained by the applicable Servicer
pursuant to Section 4.01, or by the applicable Servicer pursuant to its Servicing Agreement, have been
or will be so deposited) and shall request that the Custodian, on behalf of the Trustee, deliver to the
applicable Servicer the related Mortgage File. Upon receipt of such certification and request, the
Custodian, on behalf of the Trustee, shall promptly release the related Mortgage File to the applicable
Servicer and the Trustee and Custodian shall have no further responsibility with regard to such Mortgage
File. Upon any such payment in full, each Servicer is authorized, to give, as agent for the Trustee, as
the mortgagee under the Mortgage that secured the Mortgage Loan, an instrument of satisfaction (or
assignment of mortgage without recourse) regarding the Mortgaged Property subject to the Mortgage, which
instrument of satisfaction or assignment, as the case may be, shall be delivered to the Person or
Persons entitled thereto against receipt therefor of such payment, it being understood and agreed that
no expenses incurred in connection with such instrument of satisfaction or assignment, as the case may
be, shall be chargeable to the Protected Account.
(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan and in accordance with the applicable Servicing Agreement, upon written instruction from such
Servicer or the Master Servicer, the Trustee shall execute such documents as shall be prepared and
furnished to the Trustee by a Servicer or the Master Servicer (in form reasonably acceptable to the
Trustee) and as are necessary to the prosecution of any such proceedings. The Custodian, on behalf of
the Trustee, shall, upon the request of a Servicer or the Master Servicer, and delivery to the
Custodian, on behalf of the Trustee, of two copies of a request for release signed by a Servicing
Officer substantially in the form of Exhibit D (or in a mutually agreeable electronic format which will,
in lieu of a signature on its face, originate from a Servicing Officer), release the related Mortgage
File held in its possession or control to the Servicer or the Master Servicer, as applicable. Such
trust receipt shall obligate the Servicer or the Master Servicer to return the Mortgage File to the
Custodian on behalf of the Trustee, when the need therefor by the Servicer or the Master Servicer no
longer exists unless the Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
of a Servicing Officer similar to that hereinabove specified, the Mortgage File shall be released by the
Custodian, on behalf of the Trustee, to the Servicer or the Master Servicer.
Section 3.08. Documents, Records and Funds in Possession of Master Servicer To Be Held for
Trustee. (a) The Master Servicer shall transmit and each Servicer (to the extent required by the
related Servicing Agreement) shall transmit to the Trustee or Custodian on its behalf such documents and
instruments coming into the possession of the Master Servicer or such Servicer from time to time as are
required by the terms hereof, or in the case of the Servicers, the applicable Servicing Agreement, to be
delivered to the Trustee or Custodian on its behalf. Any funds received by the Master Servicer or by a
Servicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer or by a
Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for
the benefit of the Trustee and the Certificateholders subject to the Master Servicer's right to retain
or withdraw from the Distribution Account the Master Servicing Compensation and other amounts provided
in this Agreement, and to the right of each Servicer to retain its Servicing Fee and other amounts as
provided in the applicable Servicing Agreement. The Master Servicer shall, and (to the extent provided
in the applicable Servicing Agreement) shall cause each Servicer to, provide access to information and
documentation regarding the Mortgage Loans to the Trustee, its agents and accountants at any time upon
reasonable request and during normal business hours, and to Certificateholders that are savings and loan
associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the
supervisory agents and examiners of such Office and Corporation or examiners of any other federal or
state banking or insurance regulatory authority if so required by applicable regulations of the Office
of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only
upon reasonable request in writing and during normal business hours at the offices of the Master
Servicer designated by it. In fulfilling such a request the Master Servicer shall not be responsible
for determining the sufficiency of such information.
(b) All Mortgage Files and funds collected or held by, or under the control of, the Master
Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest
payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for
and on behalf of the Trustee and the Certificateholders and shall be and remain the sole and exclusive
property of the Trustee; provided, however, that the Master Servicer and each Servicer shall be entitled
to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the
Master Servicer or such Servicer under this Agreement or the applicable Servicing Agreement.
Section 3.09. Standard Hazard Insurance and Flood Insurance Policies. (a) For each Mortgage
Loan, the Master Servicer shall enforce any obligation of the Servicers under the related Servicing
Agreements to maintain or cause to be maintained standard fire and casualty insurance and, where
applicable, flood insurance, all in accordance with the provisions of the related Servicing Agreements.
It is understood and agreed that such insurance shall be with insurers meeting the eligibility
requirements set forth in the applicable Servicing Agreement and that no earthquake or other additional
insurance is to be required of any Mortgagor or to be maintained on property acquired in respect of a
defaulted loan, other than pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance.
(b) Pursuant to Section 4.01 and 4.04, any amounts collected by the Servicers or the
Master Servicer, under any insurance policies (other than amounts to be applied to the restoration or
repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with
the applicable Servicing Agreement) shall be deposited into the Distribution Account, subject to
withdrawal pursuant to Section 4.04 and 4.05. Any cost incurred by the Master Servicer or any Servicer
in maintaining any such insurance if the Mortgagor defaults in its obligation to do so shall be added to
the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided,
however, that the addition of any such cost shall not be taken into account for purposes of calculating
the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or
such Servicer pursuant to Section 4.04 and 4.05.
Section 3.10. Presentment of Claims and Collection of Proceeds. The Master Servicer shall
(to the extent provided in the applicable Servicing Agreement) cause the related Servicer to prepare and
present on behalf of the Trustee and the Certificateholders all claims under the Insurance Policies and
take such actions (including the negotiation, settlement, compromise or enforcement of the insured's
claim) as shall be necessary to realize recovery under such policies. Any proceeds disbursed to the
Master Servicer (or disbursed to a Servicer and remitted to the Master Servicer) in respect of such
policies, bonds or contracts shall be promptly deposited in the Distribution Account upon receipt,
except that any amounts realized that are to be applied to the repair or restoration of the related
Mortgaged Property as a condition precedent to the presentation of claims on the related Mortgage Loan
to the insurer under any applicable Insurance Policy need not be so deposited (or remitted).
Section 3.11. Maintenance of the Primary Mortgage Insurance Policies. (a) The Master
Servicer shall not take, or permit any Servicer (to the extent such action is prohibited under the
applicable Servicing Agreement) to take, any action that would result in noncoverage under any
applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Master
Servicer or such Servicer, would have been covered thereunder. The Master Servicer shall use its best
reasonable efforts to cause each Servicer (to the extent required under the related Servicing Agreement)
to keep in force and effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain
such insurance), primary mortgage insurance applicable to each Mortgage Loan in accordance with the
provisions of this Agreement and the related Servicing Agreement, as applicable. The Master Servicer
shall not, and shall not authorize any Servicer (to the extent required under the related Servicing
Agreement) to, cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in effect at
the date of the initial issuance of the Mortgage Note and is required to be kept in force hereunder
except in accordance with the provisions of this Agreement and the related Servicing Agreement, as
applicable.
(b) The Master Servicer agrees to present, or to cause each Servicer (to the extent
required under the related Servicing Agreement) to present, on behalf of the Trustee and the
Certificateholders, claims to the insurer under any Primary Mortgage Insurance Policies and, in this
regard, to take such reasonable action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section 4.01 and 4.04, any
amounts collected by the Master Servicer or any Servicer under any Primary Mortgage Insurance Policies
shall be deposited in the Distribution Account, subject to withdrawal pursuant to Section 4.05.
Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and Documents.
The Trustee (or the Custodian, on behalf of the Trustee), shall retain possession and custody
of the originals (to the extent available) of any Primary Mortgage Insurance Policies, or certificate of
insurance if applicable, and any certificates of renewal as to the foregoing as may be issued from time
to time as contemplated by this Agreement. Until all amounts distributable in respect of the
Certificates have been distributed in full and the Master Servicer otherwise has fulfilled its
obligations under this Agreement, the Trustee (or the Custodian, on behalf of the Trustee) shall also
retain possession and custody of each Mortgage File in accordance with and subject to the terms and
conditions of this Agreement. The Master Servicer shall promptly deliver or cause to be delivered to
the Trustee (or the Custodian, on behalf of the Trustee), upon the execution or receipt thereof the
originals of any Primary Mortgage Insurance Policies, any certificates of renewal, and such other
documents or instruments that constitute portions of the Mortgage File that come into the possession of
the Master Servicer from time to time.
Section 3.13. Realization Upon Defaulted Mortgage Loans. The Master Servicer shall cause
each Servicer (to the extent required under the related Servicing Agreement) to foreclose upon,
repossess 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, all in accordance with the applicable Servicing Agreement.
Section 3.14. Compensation for the Master Servicer.
The Master Servicer will be entitled to the income and gain realized from any investment of
funds in the Distribution Account as set forth in Section 4.04(f) for the performance of its activities
hereunder. The Master Servicer shall be required to pay all expenses incurred by it in connection with
its activities hereunder and shall not be entitled to reimbursement therefor except as provided in this
Agreement.
Section 3.15. REO Property. (a) In the event the Trust Fund acquires ownership of any REO
Property in respect of any related Mortgage Loan, the deed or certificate of sale shall be issued to the
Trustee, or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall, to
the extent provided in the applicable Servicing Agreement, cause the applicable Servicer to sell, any
REO Property as expeditiously as possible and in accordance with the provisions of this Agreement and
the related Servicing Agreement, as applicable. Pursuant to its efforts to sell such REO Property, the
Master Servicer shall cause the applicable Servicer to protect and conserve, such REO Property in the
manner and to the extent required by the applicable Servicing Agreement, in accordance with the REMIC
Provisions and in a manner that does not result in a tax on "net income from foreclosure property"
(unless such result would maximize the Trust Fund's after-tax return on such property) or cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the
Code.
(b) The Master Servicer shall, to the extent required by the related Servicing Agreement,
cause the applicable Servicer to deposit all funds collected and received in connection with the
operation of any REO Property in the Protected Account.
(c) The Master Servicer and the applicable Servicer, upon the final disposition of any REO
Property, shall be entitled to reimbursement for any related unreimbursed Monthly Advances and other
unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in
connection with the final disposition of such REO Property; provided, that any such unreimbursed Monthly
Advances as well as any unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to
final disposition, out of any net rental income or other net amounts derived from such REO Property.
(d) To the extent provided in the related Servicing Agreement, the Liquidation Proceeds
from the final disposition of the REO Property, net of any payment to the Master Servicer and the
applicable Servicer as provided above shall be deposited in the Protected Account on or prior to the
Determination Date in the month following receipt thereof and be remitted by wire transfer in
immediately available funds to the Master Servicer for deposit into the Distribution Account on the next
succeeding Servicer Remittance Date.
Section 3.16. Annual Statement as to Compliance. The Master Servicer and the Securities
Administrator shall deliver (or otherwise make available) to the Depositor and the Securities
Administrator, not later than March 15 of each calendar year beginning in 2007, an Officer's Certificate
(an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the
activities of each such party during the preceding calendar year and of its performance under this
Agreement has been made under such officer's supervision and (ii) to the best of such officer's
knowledge, based on such review, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no
restrictions or limitations on its use. The Master Servicer shall enforce the obligation of each
Servicer, to the extent set forth in the related Servicing Agreement, to deliver a similar Annual
Statement of Compliance by that Servicer to the Depositor and the Securities Administrator as described
above as and when required with respect to the Master Servicer. In the event that certain servicing
responsibilities with respect to the Mortgage Loans have been delegated by the Master Servicer, the
Securities Administrator or a Servicer to a subservicer or subcontractor, each such entity shall cause
such subservicer or subcontractor (and with respect to each Servicer, the Master Servicer shall enforce
the obligation of such Servicer to the extent required under the related Servicing Agreement) to deliver
a similar Annual Statement of Compliance by that subservicer or subcontractor to the Depositor and the
Securities Administrator as described above as and when required with respect to the Master Servicer or
the related Servicer, as the case may be.
Failure of the Master Servicer to comply with this Section 3.16 (including with respect to the
time frames required in this Section) shall be deemed an Event of Default and the Trustee, at the
written direction of the Depositor, shall, in addition to whatever rights the Trustee may have under
this Agreement and at law or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master
Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any
other agreement to the contrary.
Failure of the Securities Administrator to comply with this Section 3.16 (including with
respect to the time frames required in this Section) shall be deemed an Event of Default and the Trustee
at the written direction of the Depositor, shall, in addition to whatever rights the Trustee may have
under this Agreement and at law or equity or to damages, including injunctive relief and specific
performance, upon notice immediately terminate all the rights and obligations of the Securities
Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Securities Administrator for the same. This paragraph shall supercede any other
provision in this Agreement or any other agreement to the contrary.
Section 3.17. Assessments of Compliance and Attestation Reports. Pursuant to Rules 13a-18
and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, the Master Servicer, the Securities
Administrator and the Custodian (to the extent set forth in this Section) (each, an "Attesting Party")
shall deliver (or otherwise make available) to the Depositor, the Master Servicer and the Securities
Administrator on or before March 15 of each calendar year beginning in 2007, a report regarding such
Attesting Party's assessment of compliance (an "Assessment of Compliance") with the Servicing Criteria
during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must
contain the following:
(a) A statement by an authorized officer of such Attesting Party of its authority and its
responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting
Party;
(b) A statement by such officer that such Attesting Party used the Servicing Criteria
attached as Exhibit K hereto, and which will also be attached to the Assessment of Compliance, to assess
compliance with the Servicing Criteria applicable to the related Attesting Party;
(c) An assessment by such officer of the related Attesting Party's compliance with the
applicable Servicing Criteria for the period consisting of the preceding calendar year, including
disclosure of any material instance of noncompliance with respect thereto during such period, which
assessment shall be based on the activities such Attesting Party performs with respect to asset-backed
securities transactions taken as a whole involving the related Attesting Party, that are backed by the
same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report
on the related Attesting Party's Assessment of Compliance for the period consisting of the preceding
calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to such
related Attesting Party, which statement shall be based on the activities such related Attesting Party
performs with respect to asset-backed securities transactions taken as a whole involving such related
Attesting Party, that are backed by the same asset type as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit K
hereto that are indicated as applicable to the related Attesting Party.
On or before March 15 of each calendar year beginning in 2007, each Attesting Party shall
furnish to the Master Servicer, the Depositor and the Securities Administrator a report (an "Attestation
Report") by a registered public accounting firm that attests to, and reports on, the Assessment of
Compliance made by the related Attesting Party, as required by Rules 13a-18 and 15d-18 of the Exchange
Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with
standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board.
Such Attestation Report shall contain no restrictions or limitations on its use.
The Master Servicer shall enforce the obligation of each Servicer to deliver to the
Securities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and
Attestation Report as and when provided in the related Servicing Agreement. Each of the Company, the
Master Servicer and the Securities Administrator shall cause, and the Master Servicer shall enforce the
obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any
subservicer and each subcontractor (to the extent such subcontractor is determined by the Company, the
Master Servicer or the Securities Administrator, as applicable, to be a Party Participating in the
Servicing Function within the meaning of Item 1122 of Regulation AB) that is engaged by the Company,
such Servicer, the Master Servicer or the Securities Administrator, as applicable, to deliver to the
Securities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and
Attestation Report as and when provided above. Such Assessment of Compliance, as to any subservicer or
subcontractor, shall at a minimum address each of the Servicing Criteria specified on Exhibit K hereto
that are indicated as applicable to any "primary servicer" to the extent such subservicer or
subcontractor is performing any servicing function for the party who engages it and to the extent such
party is not itself addressing the Servicing Criteria related to such servicing function in its own
Assessment of Compliance. The Securities Administrator shall confirm that each of the Assessments of
Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken
individually address the Servicing Criteria for each party as set forth on Exhibit M and notify the
Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the
related Servicing Agreement), an Assessment of Compliance is not required to be delivered unless it is
required as part of a Form 10-K with respect to the Trust Fund.
The Custodian shall deliver to the Master Servicer, the Securities Administrator and the
Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at
a minimum address each of the Servicing Criteria specified on Exhibit M hereto which are indicated as
applicable to a "custodian." Notwithstanding the foregoing an Assessment of Compliance or Attestation
Report is not required to be delivered by any Custodian unless it is required as part of a Form 10-K
with respect to the Trust Fund.]
Failure of the Master Servicer to comply with this Section 3.17 (including with respect to the
timeframes required herein) shall, upon written notice from the Trustee upon receiving direction from
the Depositor, constitute an Event of Default and, the Trustee shall, in addition to whatever rights the
Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief
and specific performance, upon notice immediately terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Master Servicer for the same (but subject to the Master Servicer rights to payment of
any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be
reimbursed prior to the date of termination). Failure of the Securities Administrator to comply with
this Section 3.17 (including with respect to the timeframes required in this Section) which failure
results in a failure to timely file the related Form 10-K, shall, upon written notice from the Trustee
upon receiving direction from the Depositor, constitute an Event of Default, and the Trustee shall, in
addition to whatever rights the Trustee may have under this Agreement and at law or equity or to
damages, including injunctive relief and specific performance, upon notice immediately terminate all of
the rights and obligations of the Securities Administrator under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Securities Administrator for the same
(but subject to the Securities Administrator's right to reimbursement of all amounts for which it is
entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other
provision in this Agreement or any other agreement to the contrary.
Section 3.18. Reports Filed with Securities and Exchange Commission. (a)(i)(A) Within 15
days after each Distribution Date, the Securities Administrator shall, in accordance with industry
standards, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System
("XXXXX"), a Distribution Report on Form 10-D, signed by the Master Servicer, with a copy of the Monthly
Statement to be furnished by the Securities Administrator to the Certificateholders for such
Distribution Date provided that the Securities Administrator shall have received no later than 5
calendar days after the related Distribution Date, all information required to be provided to the
Securities Administrator as described in clause (a)(iv) below. Any disclosure in addition to the
Monthly Statement 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 Q to
the Securities Administrator and the Depositor, approved for inclusion by the Depositor, and the
Securities Administrator will have no duty or liability for any failure hereunder to determine or
prepare any Additional Form 10-D Disclosure absent such reporting (other than with respect to cases in
which the Securities Administrator is the reporting party as set forth in Exhibit Q) and approval.
(B) Within 5 calendar days after the related Distribution Date, (i) the parties set
forth in Exhibit Q shall be required to provide, and the Master Servicer shall enforce the
obligations of each Servicer (to the extent provided in the related Servicing Agreement) to
provide, pursuant to Section 3.18(a)(iv) below, to the Securities Administrator and the
Depositor, to the extent known by a responsible officer thereof, in XXXXX-compatible form, or
in such other form as otherwise agreed upon by the Securities Administrator and the Depositor
and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable,
and (ii) the Depositor will 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 Depositor shall be
responsible for any reasonable fees and expenses assessed or incurred by the Securities
Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D
pursuant to this Section.
(C) After preparing the Form 10-D, the Securities Administrator shall forward electronically
a copy of the Form 10-D to the Master Servicer, and in the case that such Form 10-D contains
Additional Form 10-D Disclosure, to the Master Servicer and the Depositor, for review. Within
two Business Days after receipt of such copy, but no later than the 12th calendar day after the
Distribution Date (provided that, the Securities Administrator forwards a copy of the Form 10-D
no later than the 10th calendar after the Distribution Date), the Depositor shall notify the
Securities Administrator in writing (which may be furnished electronically) of any changes to
or approval of such Form 10-D. In the absence of receipt of any written changes or approval,
the Securities Administrator shall be entitled to assume that such Form 10-D is in final form
and the Securities Administrator may proceed with the execution and filing of the Form 10-D.
No later than the 13th calendar day after the related Distribution Date, a duly authorized
officer of the Master Servicer shall sign the Form 10-D and, in the case where the Master
Servicer and Securities Administrator are not affiliated return an electronic or fax copy of
such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the
Securities Administrator. If a Form 10-D cannot be filed on time or if a previously filed Form
10-D needs to be amended, the Securities Administrator will follow the procedures set forth in
Section 3.18(a)(v)(B). Promptly (but no later than one (1) Business Day) after filing with the
Commission, the Securities Administrator will make available on its internet website,
identified in Section 6.07, a final executed copy of each Form 10-D filed by the Securities
Administrator. The signing party at the Master Servicer can be contacted as set forth in
Section 11.07. Form 10-D requires the registrant to indicate (by checking "yes" or "no") that
it (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.
The Depositor shall notify the Securities Administrator in writing, no later than the fifth
calendar day after the related Distribution Date with respect to the filing of a report on Form
10-D if the answer to the questions should be "no". The Securities Administrator shall be
entitled to rely on the representations in Section 2.06(g) and in any such notice in preparing,
executing and/or filing any such report. The parties to this Agreement acknowledge that the
performance by the Master Servicer and the Securities Administrator of their respective duties
under Sections 3.18(a)(i) and (v) related to the timely preparation, execution and filing of
Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the
performance of their duties under such Sections. Neither the Master Servicer nor the
Securities Administrator shall have any liability for any loss, expense, damage or claim
arising out of or with respect to any failure to properly prepare, execute and/or timely file
such Form 10-D, where such failure results from a party's failure to deliver, on a timely
basis, any information from such party needed to prepare, arrange for execution or file such
Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.
(ii) (A) Within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a "Reportable Event"), the Securities Administrator shall
prepare and file, at the direction of the Depositor, 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 Q to the Securities
Administrator and the Depositor, approved for inclusion by the Depositor, and the Master Servicer will
have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure
Information absent such reporting (other than with respect to cases in which the Securities
Administrator is the reporting party as set forth in Exhibit Q) and approval.
(B) For so long as the Trust is subject to the Exchange Act reporting requirements, no
later than the close of business on the 2nd Business Day after the occurrence of a Reportable
Event (i) the parties set forth in Exhibit Q shall be required pursuant to Section 3.18(a)(iv)
below to provide, and the Master Servicer will enforce the obligations of each Servicer (to the
extent provided in the related Servicing Agreement) to provide, to the Securities Administrator
and the Depositor, to the extent known by a responsible officer thereof, in XXXXX-compatible
form, or in such other form as otherwise agreed upon by the Securities Administrator and the
Depositor and such party, the form and substance of any Form 8-K Disclosure Information, if
applicable, and (ii) the Depositor will approve, as to form and substance, or disapprove, as
the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. The
Depositor will be responsible for any reasonable fees and out-of-pocket expenses assessed or
incurred by the Securities Administrator in connection with including any Form 8-K Disclosure
Information on Form 8-K pursuant to this Section.
(C) After preparing the Form 8-K, the Securities Administrator shall forward
electronically a copy of the Form 8-K to the Depositor and the Master Servicer for review. No
later than the close of business New York City time on the 3rd Business Day after the
Reportable Event, or in the case where the Master Servicer and the Securities Administrator are
unaffiliated, no later than 12:00 p.m. New York City time on the 4th Business Day after the
Reportable Event, a duly authorized officer of the Master Servicer shall sign the Form 8-K and,
in the case where the Master Servicer and the Securities Administrator are not affiliated,
return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy
to follow by overnight mail) to the Securities Administrator. Promptly, but no later than the
close of business on the 3rd Business Day after the Reportable Event (provided that, the
Securities Administrator forwards a copy of the Form 8-K no later than noon New York time on
the 3rd Business Day after the Reportable Event), the Depositor shall notify the Securities
Administrator in writing (which may be furnished electronically) of any changes to or approval
of such Form 8-K. In the absence of receipt of any written changes or approval, the
Securities Administrator shall be entitled to assume that such Form 8-K is in final form and
the Securities Administrator may proceed with the execution and filing of the Form 8-K. If a
Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the
Securities Administrator will follow the procedures set forth in Section 3.18(a)(v)(B).
Promptly (but no later than one (1) Business Day) after filing with the Commission, the
Securities Administrator will make available on its internet website, identified in Section
6.07, a final executed copy of each Form 8-K filed by the Securities Administrator. The
signing party at the Master Servicer can be contacted as set forth in Section 11.07. The
parties to this Agreement acknowledge that the performance by the Master Servicer and the
Securities Administrator of their respective duties under this Section 3.18(a)(ii) related to
the timely preparation, 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 3.18(a)(ii). Neither the Master Servicer nor the Securities Administrator shall have
any liability for any loss, expense, damage or claim arising out of or with respect to any
failure to properly prepare, execute and/or timely file such Form 8-K, where such failure
results from a party's failure to deliver, on a timely basis, any information from such party
needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own
negligence, bad faith or willful misconduct.
(iii) (A) 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
Securities Administrator 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 Securities Administrator within the applicable
time frames set forth in this Agreement, (I) an annual compliance statement for each Servicer, the
Master Servicer, the Securities Administrator and any subservicer or subcontractor, as applicable, as
described under Section 3.16, (II)(A) the annual reports on assessment of compliance with Servicing
Criteria for the Master Servicer, each subservicer and subcontractor Participating in the Servicing
Function, the Securities Administrator and the Custodian, as described under Section 3.17, and (B) if
any such report on assessment of compliance with Servicing Criteria described under Section 3.17
identifies any material instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such report on assessment of compliance with Servicing Criteria described under
Section 3.17 is not included as an exhibit to such Form 10-K, disclosure that such report is not
included and an explanation why such report is not included, (III)(A) the registered public accounting
firm attestation report for the Master Servicer, each Servicer, the Securities Administrator, each
subservicer, each subcontractor as applicable, and the Custodian, as described under Section 3.17, and
(B) if any registered public accounting firm attestation report described under Section 3.17 identifies
any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any
such registered public accounting firm attestation report is not included as an exhibit to such Form
10-K, disclosure that such report is not included and an explanation why such report is not included,
and (IV) a Xxxxxxxx-Xxxxx Certification ("Xxxxxxxx-Xxxxx Certification") as described in this Section
3.18 (a)(iii)(D) below (provided, however, that the Securities Administrator, at its discretion, may
omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report
that is not required to be filed with such Form 10-K pursuant to Regulation AB). 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 Q to the Securities Administrator and the Depositor, approved for
inclusion by the Depositor, and the Securities Administrator will have no duty or liability for any
failure hereunder to determine or prepare any Additional Form 10-K Disclosure absent such reporting
(other than with respect to case in which the Securities Administrator is the reporting party as set
forth in Exhibit Q) and approval.
(B) No later than March 15 of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in 2007, (i) the parties set forth in Exhibit Q shall be
required to provide, and the Master Servicer shall enforce the obligations of each Servicer (to
the extent provided in the related Servicing Agreement) to provide, pursuant to Section
3.18(a)(iv) below to the Securities Administrator and the Depositor, to the extent known by a
responsible officer thereof, in XXXXX-compatible form, or in such other form as otherwise
agreed upon by the Securities Administrator and the Depositor and such party, the form and
substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor will
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 Depositor shall be responsible for any
reasonable fees and expenses assessed or incurred by the Securities Administrator in connection
with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this Section.
(C) After preparing the Form 10-K, the Securities Administrator shall forward
electronically a copy of the Form 10-K to the Depositor (only in the case where such Form 10-K
includes Additional Form 10-K Disclosure and otherwise if requested by the Depositor) and the
Master Servicer for review. Within three Business Days after receipt of such copy, but no
later than March 25th (provided that, the Securities Administrator forwards a copy of the Form
10-K no later than the third Business Day prior to March 25th), the Depositor shall notify the
Securities Administrator in writing (which may be furnished electronically) of any changes to
or approval of such Form 10-K. In the absence of receipt of any written changes or approval,
the Securities Administrator shall be entitled to assume that such Form 10-K is in final form
and the Securities Administrator may proceed with the execution and filing of the Form 10-K.
No later than the close of business Eastern Standard time on the 4th Business Day prior to the
10-K Filing Deadline, an officer of the Master Servicer in charge of the master servicing
function shall sign the Form 10-K and in the case where the Master Servicer and the Securities
Administrator are unaffiliated, return an electronic or fax copy of such signed Form 10-K (with
an original executed hard copy to follow by overnight mail) to the Securities Administrator.
If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended,
the Securities Administrator will follow the procedures set forth in Section 3.18(a)(v)(B).
Promptly (but no later than one (1) Business Day) after filing with the Commission, the
Securities Administrator will make available on its internet website, identified in Section
6.07, a final executed copy of each Form 10-K filed by the Securities Administrator. The
signing party at the Master Servicer can be contacted as set forth in Section 11.07. Form 10-K
requires the registrant to indicate (by checking "yes" or "no") that it (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. The Depositor shall
notify the Securities Administrator in writing, no later than March 15th of each year in which
the Trust is subject to the requirements of the Exchange Act with respect to the filing of a
report on Form 10-K, if the answer to the questions should be "no". The Securities
Administrator shall be entitled to rely on the representations in Section 2.06(g) and in any
such notice in preparing, executing and/or filing any such report. The parties to this
Agreement acknowledge that the performance by the Master Servicer and the Securities
Administrator of their respective duties under Section 3.18(a)(iv) and (v) related to the
timely preparation, execution and filing of Form 10-K is contingent upon such parties strictly
observing all applicable deadlines in the performance of their duties under such Section,
Section 3.16 and Section 3.17. Neither the Master Servicer nor the Securities Administrator
shall have any liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure
results from the Master Servicer's or the Securities Administrator'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. Subject to the foregoing, the Securities Administrator has no duty under
this Agreement to monitor or enforce the performance by the other parties listed on Exhibit Q
of their duties under this paragraph or proactively solicit or procure from such parties any
Additional Form 10-K Disclosure information.
(D) Each Form 10-K shall include a certification (the "Xxxxxxxx-Xxxxx Certification"),
required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act which shall be signed by
the Certifying Person and delivered to the Securities Administrator no later than March 15th of
each year in which the Trust is subject to the reporting requirements of the Exchange Act. The
Master Servicer shall cause any Servicer and any subservicer or subcontractor, to the extent
set forth in the related Servicing Agreement, engaged by it to, provide to the Person who signs
the Xxxxxxxx-Xxxxx Certification (the "Certifying Person"), by March 10 of each year in which
the Trust is subject to the reporting requirements of the Exchange Act (or such other date
specified in the related Servicing Agreement) and otherwise within a reasonable period of time
upon request, a certification (each, a "Back-Up Certification"), in the form attached hereto as
Exhibit N, upon which the Certifying Person, the entity for which the Certifying Person acts as
an officer, and such entity's officers, directors and Affiliates (collectively with the
Certifying Person, "Certification Parties") can reasonably rely. An officer of the Master
Servicer in charge of the master servicing function shall serve as the Certifying Person on
behalf of the Trust. Such officer of the Certifying Person can be contacted as set forth in
Section 11.07.
(iv) With respect to any Additional Form 10-D Disclosure, Additional Form 10-K
Disclosure or any Form 8-K Disclosure Information (collectively, the "Additional Disclosure") relating
to the Trust Fund in the form attached hereto as Exhibit R, the Securities Administrator's obligation to
include such Additional Information in the applicable Exchange Act report is subject to receipt from the
entity that is indicated in Exhibit Q as the responsible party for providing that information, if other
than the Securities Administrator, as and when required as described in Section 3.18(a)(i) through (iii)
above. Such Additional Disclosure shall be accompanied by a notice substantially in the form of Exhibit
R. Each of the Company as a Servicer, the Master Servicer, the Sponsor, the Securities Administrator
and the Depositor hereby agrees to notify and provide, and the Master Servicer agrees to enforce the
obligations (to the extent provided in the related Servicing Agreement) to the extent known to the
Master Servicer, Sponsor, Securities Administrator and Depositor all Additional Disclosure relating to
the Trust Fund, with respect to which such party is indicated in Exhibit Q as the responsible party for
providing that information. Within five Business Days prior to each Distribution Date of each year that
the Trust is subject to the Exchange Act reporting requirements, the Depositor shall make available to
the Securities Administrator the Group I Significance Estimate and the Securities Administrator shall
use such information to calculate the Group I Significance Percentage. If the Group I Significance
Percentage meets either of the threshold levels detailed in Item 1115(b)(1) or 1115(b)(2) of Regulation
AB, the Securities Administrator shall deliver written notification to the Depositor, the related
Counterparty to that effect, which notification shall include a request that the related Counterparty
provide Regulation AB information to the Depositor in accordance with the related Cap Contract
Agreement. The Depositor shall be obligated to obtain from the related Counterparty any information
required under Regulation AB to the extent required under the related Cap Contract Agreement and to
provide to the Securities Administrator any information that may be required to be included in any Form
10-D, Form 8-K or Form 10-K relating to the related Cap Contract Agreement or written notification
instructing the Securities Administrator that such Additional Disclosure regarding the related
Counterparty is not necessary for such Distribution Date. The Depositor shall be responsible for any
reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with
including any Additional Disclosure information pursuant to this section.
So long as the Depositor is subject to the filing requirements of the Exchange Act
with respect to the Trust Fund, the Trustee shall notify the Securities Administrator and the Depositor
of any bankruptcy or receivership with respect to the Trustee or of any proceedings of the type
described under Item 1117 of Regulation AB that have occurred as of the related Due Period, together
with a description thereof, no later than the date on which such information is required of other
parties hereto as set forth under this Section 3.18. In addition, the Trustee shall notify the
Securities Administrator and the Depositor of any affiliations or relationships that develop after the
Closing Date between the Trustee and the Depositor, EMC, the Securities Administrator, the Master
Servicer, the Counterparty or the Custodian of the type described under Item 1119 of Regulation AB,
together with a description thereof, no later than March 15 of each year that the Trust is subject to
the Exchange Act reporting requirements, commencing in 2007. Should the identification of any of the
Depositor, the Sponsor, the Securities Administrator, the Master Servicer, the Counterparty or the
Custodian change, the Depositor shall promptly notify the Trustee.
(v) (A) On or prior to January 30 of the first year in which the Securities
Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file
a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange
Act.
(B) In the event that the Securities Administrator 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 Securities Administrator will promptly notify the Depositor and the Master
Servicer. In the case of Form 10-D and 10-K, the Depositor, Master Servicer and Securities
Administrator 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
Securities Administrator 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 Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be
amended and such amendment relates to any Additional Disclosure, the Securities Administrator
will notify the Depositor and the parties affected thereby and such parties will cooperate to
prepare any necessary Form 8-K, 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 an appropriate officer of the Master Servicer. The
parties hereto acknowledge that the performance by the Master Servicer and the Securities
Administrator of their respective duties under this Section 3.18(a)(v) related to the timely
preparation, execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D
or 10-K is contingent upon the Master Servicer and the Depositor timely performing their duties
under this Section. Neither the Master Servicer nor the Securities Administrator shall have
any liability for any loss, expense, damage or claim arising out of or with respect to any
failure to properly prepare, execute 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 a party's failure to
deliver, on a timely basis, any information from such party 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.
The Depositor agrees to promptly furnish to the Securities Administrator, from time to
time upon request, such further information, reports and financial statements within its control related
to this Agreement, the Mortgage Loans as the Securities Administrator reasonably deems appropriate to
prepare and file all necessary reports with the Commission. The Securities Administrator shall have no
responsibility to file any items other than those specified in this Section 3.18; provided, however, the
Securities Administrator will cooperate with the Depositor in connection with any additional filings
with respect to the Trust Fund as the Depositor deems necessary under the Exchange Act. Fees and
expenses incurred by the Securities Administrator in connection with this Section 3.18 shall not be
reimbursable from the Trust Fund.
(b) In connection with the filing of any Form 10-K hereunder, in the case where the Master
Servicer and the Securities Administrator are not affiliated, the Securities Administrator shall sign a
certification (a "Form of Back-Up Certification for Form 10-K Certificate," substantially in the form
attached hereto as Exhibit L) for the Depositor regarding certain aspects of the Form 10-K certification
signed by the Master Servicer, provided, however, that the Securities Administrator shall not be
required to undertake an analysis of any accountant's report attached as an exhibit to the Form 10-K.
(c) The Securities Administrator shall indemnify and hold harmless, the Company, the
Depositor and the Master Servicer and each of its officers, directors and affiliates from and against
any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon a breach of the Securities
Administrator's obligations under Sections 3.16, 3.17 and 3.18 or the Securities Administrator's
negligence, bad faith or willful misconduct in connection therewith. In addition, the Securities
Administrator shall indemnify and hold harmless the Depositor and the Master Servicer and each of their
respective officers, directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and
expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in any Back-Up Certification, any Annual Statement of Compliance, any Assessment
of Compliance or any Additional Disclosure provided by the Securities Administrator on its behalf or on
behalf of any subservicer or subcontractor engaged by the Securities Administrator pursuant to Section
3.16, 3.17 or 3.18 (the "Securities Administrator Information"), or (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not misleading; provided, by
way of clarification, that this paragraph shall be construed solely by reference to the Securities
Administrator Information and not to any other information communicated in connection with the
Certificates, without regard to whether the Securities Administrator Information or any portion thereof
is presented together with or separately from such other information.
The Depositor shall indemnify and hold harmless the Securities Administrator and the Master
Servicer and each of its officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and
other costs and expenses arising out of or based upon a breach of the obligations of the Depositor under
Sections 3.16, 3.17 and 3.18 or the Depositor's negligence, bad faith or willful misconduct in
connection therewith. In addition, the Depositor shall indemnify and hold harmless the Master Servicer,
the Securities Administrator and each of their respective officers, directors and affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments and other costs and expenses arising out of or based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in any Additional Disclosure
provided by the Depositor that is required to be filed pursuant to this Section 3.18 (the "Depositor
Information"), or (ii) any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances in which they
were made, not misleading; provided, by way of clarification, that this paragraph shall be construed
solely by reference to the Depositor Information that is required to be filed and not to any other
information communicated in connection with the Certificates, without regard to whether the Depositor
Information or any portion thereof is presented together with or separately from such other information.
The Master Servicer shall indemnify and hold harmless the Company, the Securities Administrator
and the Depositor and each of its respective officers, directors and affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments and other costs and expenses arising out of or based upon a breach of the obligations of the
Master Servicer under Sections 3.16, 3.17 and 3.18 or the Master Servicer's negligence, bad faith or
willful misconduct in connection therewith. In addition, the Master Servicer shall indemnify and hold
harmless the Depositor and each of its officers, directors and affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in any Annual Statement of Compliance, any Assessment of
Compliance or any Additional Disclosure provided by the Master Servicer on its behalf or on behalf of
any subservicer or subcontractor engaged by the Master Servicer pursuant to Section 3.16, 3.17 or 3.18
(the "Master Servicer Information"), or (ii) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; provided, by way of clarification, that this
paragraph shall be construed solely by reference to the Master Servicer Information and not to any other
information communicated in connection with the Certificates, without regard to whether the Master
Servicer Information or any portion thereof is presented together with or separately from such other
information.
If the indemnification provided for herein is unavailable or insufficient to hold harmless the
Company, the Depositor, the Securities Administrator or the Master Servicer, as applicable, then the
defaulting party, in connection with any conduct for which it is providing indemnification under this
Section 3.18, agrees that it shall contribute to the amount paid or payable by the other parties as a
result of the losses, claims, damages or liabilities of the other party in such proportion as is
appropriate to reflect the relative fault and the relative benefit of the respective parties.
(d) The indemnification provisions set forth in this Section 3.18 shall survive the
termination of this Agreement or the termination of any party to this Agreement.
(e) Failure of the Master Servicer to comply with this Section 3.18 (including with
respect to the timeframes required herein) shall constitute an Event of Default, and at the written
direction of the Depositor, the Trustee shall, in addition to whatever rights the Trustee may have under
this Agreement and at law or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master
Servicer for the same (but subject to the Master Servicer rights to payment of any Master Servicing
Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date
of termination). Failure of the Securities Administrator to comply with this Section 3.18 (including
with respect to the timeframes required in this Section) which failure results in a failure to timely
file the related Form 10-K, shall constitute a default and at the written direction of the Depositor,
the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law
or equity or to damages, including injunctive relief and specific performance, upon notice immediately
terminate all of the rights and obligations of the Securities Administrator under this Agreement and in
and to the Mortgage Loans and the proceeds thereof without compensating the Securities Administrator for
the same (but subject to the Securities Administrator's right to reimbursement of all amounts for which
it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any
other provision in this Agreement or any other agreement to the contrary. In connection with the
termination of the Master Servicer or the Securities Administrator pursuant to this Section 3.18(e) the
Trustee shall be entitled to reimbursement of all costs and expenses associated with such termination to
the extent set forth in Section 9.05. Notwithstanding anything to the contrary in this Agreement, no
Event of Default by the Master Servicer or default by the Securities Administrator shall have occurred
with respect to any failure to properly prepare, execute and/or timely file any report on Form 8-K, Form
10-D or Form 10-K, any Form 15 or Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K, where such
failure results from any party's failure to deliver, on a timely basis, any information from such party
needed to prepare, arrange for execution or file any such report, Form or amendment, and does not result
from its own negligence, bad faith or willful misconduct.
(f) Notwithstanding the provisions of Section 11.02, this Section 3.18 may be amended
without the consent of the Certificateholders.
Any report, notice or notification to be delivered by the Company, the Master Servicer or the
Securities Administrator to the Depositor pursuant to this Section 3.18, may be delivered via email to
XxxXXXxxxxxxxxxxxx@xxxx.xxx or, in the case of a notification, telephonically by calling Reg AB
Compliance Manager at 000-000-0000.
Section 3.19. The Company. On the Closing Date, the Company will receive from the Depositor
a payment of $5,000.
Section 3.20. UCC. The Sponsor shall file any financing statements, continuation statements
or amendments thereto required by any change in the Uniform Commercial Code.
Section 3.21. Optional Purchase of Defaulted Mortgage Loans. (a) With respect to any
Mortgage Loan which as of the first day of a Fiscal Quarter is Delinquent in payment by 90 days or more
or is an REO Property, the Company shall have the right to purchase such Mortgage Loan from the Trust at
a price equal to the Repurchase Price; provided, however, (i) that such Mortgage Loan is still 90 days
or more Delinquent or is an REO Property as of the date of such purchase and (ii) this purchase option,
if not theretofore exercised, shall terminate on the date prior to the last day of the related Fiscal
Quarter. This purchase option, if not exercised, shall not be thereafter reinstated unless the
delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more Delinquent or
becomes an REO Property, in which case the option shall again become exercisable as of the first day of
the related Fiscal Quarter.
(b) If at any time the Company remits to the Master Servicer a payment for deposit in the
Distribution Account covering the amount of the Repurchase Price for such a Mortgage Loan, and the
Company provides to the Trustee a certification signed by a Servicing Officer stating that the amount of
such payment has been deposited in the Distribution Account, then the Trustee shall execute the
assignment of such Mortgage Loan to the Company at the request of the Company without recourse,
representation or warranty and the Company shall succeed to all of the Trustee's right, title and
interest in and to such Mortgage Loan, and all security and documents relative thereto. Such assignment
shall be an assignment outright and not for security. The Company will thereupon own such Mortgage, and
all such security and documents, free of any further obligation to the Trustee or the Certificateholders
with respect thereto.
Section 3.22. Reserved.
Section 3.23. Intention of the Parties and Interpretation.
Each of the parties acknowledges and agrees that the purpose of Sections 3.16, 3.17 and 3.18 of
this Agreement is to facilitate compliance by the Sponsor, the Depositor and the Master Servicer with
the provisions of Regulation AB. Therefore, each of the parties agrees that (a) the obligations of the
parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties'
obligations hereunder will be supplemented and modified in writing, as agreed to and executed by the
parties hereto, as necessary to be consistent with any such amendments, interpretive advice or guidance,
convention or consensus among active participants in the asset-backed securities markets, advice of
counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with
reasonable requests made by the Sponsor, or the Depositor, or the Master Servicer or the Securities
Administrator for delivery of additional or different information as the Sponsor, the Depositor, or the
Master Servicer or the Securities Administrator may determine in good faith is necessary to comply with
the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any
such changes in the parties' obligations as are necessary to accommodate evolving interpretations of the
provisions of Regulation AB. All costs, expenses, fees, liabilities, charges and amounts (including
legal fees) incurred by the Trustee in connection with this Section 3.23 shall be fully reimbursed to
the Trustee pursuant to Section 4.05(l).
Section 3.24. Lender-Paid PMI Policy.
The Master Servicer shall pay, on behalf of the Trustee and the Certificateholders, fees or
premiums in connection with any Lender-Paid PMI Policy with respect to any GMAC Mortgage Loan covered by
a Lender-Paid PMI Policy, necessary to keep any such Lender-Paid PMI Policy in full force and effect.
Such amounts shall be payable, in each case, to the extent such related Mortgage Loan is identified on
the Mortgage Loan Schedule as beging covered by a Lender-Paid PMI Policy and to the extent and in such
amount as such fees or premiums are identified to the Master Servicer by GMAC with respect to each such
Mortgage Loan.
ARTICLE IV
Accounts
Section 4.01. Protected Accounts. (a) The Master Servicer shall enforce the obligation of
each Servicer to establish and maintain a Protected Account in accordance with the applicable Servicing
Agreement, with records to be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into
which accounts shall be deposited within 48 hours (or as of such other time specified in the related
Servicing Agreement) of receipt, all collections of principal and interest on any Mortgage Loan and with
respect to any REO Property received by a Servicer, including Principal Prepayments, Insurance Proceeds,
Liquidation Proceeds and advances made from the Servicer's own funds (less servicing compensation as
permitted by the applicable Servicing Agreement in the case of any Servicer) and all other amounts to be
deposited in the Protected Account. Servicing Compensation in the form of assumption fees, if any, late
payment charges, as collected, if any, or otherwise (and in certain cases, Prepayment Charges) shall be
retained by the applicable Servicer and shall not be deposited in the Protected Account. The Servicer
is hereby authorized to make withdrawals from and deposits to the related Protected Account for purposes
required or permitted by this Agreement. To the extent provided in the related Servicing Agreement, the
Protected Account shall be held by a Designated Depository Institution and segregated on the books of
such institution in the name of the Trustee for the benefit of Certificateholders.
(b) To the extent provided in the related Servicing Agreement, amounts on deposit in a
Protected Account may be invested in Permitted Investments in the name of the Trustee for the benefit of
Certificateholders and, except as provided in the preceding paragraph, not commingled with any other
funds. Such Permitted Investments shall mature, or shall be subject to redemption or withdrawal, no
later than the date on which such funds are required to be withdrawn for deposit in the Distribution
Account, and shall be held until required for such deposit. The income earned from Permitted
Investments made pursuant to this Section 4.01 shall be paid to the related Servicer under the
applicable Servicing Agreement, and the risk of loss of moneys required to be distributed to the
Certificateholders resulting from such investments shall be borne by and be the risk of the related
Servicer. The related Servicer (to the extent provided in the Servicing Agreement) shall deposit the
amount of any such loss in the Protected Account within two Business Days of receipt of notification of
such loss but not later than the second Business Day prior to the Distribution Date on which the moneys
so invested are required to be distributed to the Certificateholders.
(c) To the extent provided in the related Servicing Agreement and subject to this Article
IV, on or before each Servicer Remittance Date, the related Servicer shall withdraw or shall cause to be
withdrawn from its Protected Accounts and shall immediately deposit or cause to be deposited in the
Distribution Account amounts representing the following collections and payments (other than with
respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date) with
respect to each Loan Group or Sub-Loan Group, as applicable:
(i) Scheduled Payments on the Mortgage Loans received or any related portion
thereof advanced by such Servicer pursuant to its Servicing Agreement which were due during or before
the related Due Period, net of the amount thereof comprising its Servicing Fee or any fees with respect
to any lender-paid primary mortgage insurance policy;
(ii) Full Principal Prepayments and any Liquidation Proceeds received by such
Servicer with respect to the Mortgage Loans in the related Prepayment Period (or, in the case of
Subsequent Recoveries, during the related Due Period), with interest to the date of prepayment or
liquidation, net of the amount thereof comprising its Servicing Fee;
(iii) Partial Principal Prepayments received by such Servicer for the Mortgage Loans
in the related Prepayment Period;
(iv) Any amount to be used as a Monthly Advance; and
(v) Any amounts required to be paid by the Servicers under the related Servicing
Agreements with respect to clauses (a) and (b) of the definition of Interest Shortfall with respect to
the related Mortgage Loans for the related Distribution Date.
(d) Withdrawals may be made from an Account only to make remittances as provided in
Section 4.01(c), 4.04 and 4.05; to reimburse the Master Servicer or a Servicer for Monthly Advances which
have been recovered by subsequent collections from the related Mortgagor; to remove amounts deposited in
error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and
terminate the account at the termination of this Agreement in accordance with Section 10.01. As
provided in Sections 4.01(c) and 4.04(b) certain amounts otherwise due to the Servicers may be retained
by them and need not be deposited in the Distribution Account.
(e) The Master Servicer shall not itself waive (or authorize a Servicer to waive, unless
such Servicer is allowed to waive in accordance with the terms of the related Servicing Agreement) any
Prepayment Charge that the Trust would otherwise be entitled to unless: (i) the enforceability thereof
shall have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws
relating to creditors' rights generally, (ii) the enforcement thereof is illegal, or any local, state or
federal agency has threatened legal action if the prepayment penalty is enforced, (iii) the mortgage
debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such
waiver is standard and customary in servicing similar Mortgage Loans and relates to a default or a
reasonably foreseeable default and would, in the reasonable judgment of the Master Servicer, maximize
recovery of total proceeds taking into account the value of such Prepayment Charge and the related
Mortgage Loan. In no event will the Master Servicer itself waive a Prepayment Charge in connection with
a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default.
If a Prepayment Charge is waived by the Master Servicer, but does not meet the standards described
above, then the Master Servicer is required to pay the amount of such waived Prepayment Charge by
depositing such amount into the Distribution Account by the immediately succeeding Distribution Account
Deposit Date.
Section 4.02. [Reserved].
Section 4.03. [Reserved].
Section 4.04. Distribution Account. (a) The Securities Administrator shall establish and
maintain in the name of the Trustee, for the benefit of the Certificateholders, the Distribution Account
as a segregated trust account or accounts.
(b) The Master Servicer and the Securities Administrator will each deposit in the
Distribution Account as identified and as received by each of them, the following amounts:
(i) Any amounts received from the Servicers and constituting Available Funds;
(ii) Any Monthly Advance and any Compensating Interest Payments required to be made
by the Master Servicer pursuant to this Agreement;
(iii) Any Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of
the Master Servicer or which were not deposited in a Protected Account;
(iv) The Repurchase Price with respect to any Mortgage Loans purchased by the
Sponsor pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03 hereof, any amounts
which are to be treated pursuant to Section 2.04 of this Agreement as the payment of a Repurchase Price
in connection with the tender of a Substitute Mortgage Loan by the Sponsor, the Repurchase Price with
respect to any Mortgage Loans purchased by the Company pursuant to Section 3.21, and all proceeds of any
Mortgage Loans or property acquired with respect thereto repurchased by the Depositor or its designee
pursuant to Section 10.01;
(v) Any amounts required to be deposited with respect to losses on investments of
deposits in an Account;
(vi) Any amounts received by the Master Servicer or Securities Administrator, or
required to be paid by the Master Servicer, in connection with any Prepayment Charge on the Prepayment
Charge Loans; and
(vii) Any other amounts received by or on behalf of the Master Servicer and required
to be deposited in the Distribution Account pursuant to this Agreement.
(c) All amounts deposited to the Distribution Account shall be held by the Securities
Administrator in the name of the Trustee in trust for the benefit of the Certificateholders in
accordance with the terms and provisions of this Agreement.
(d) The requirements for crediting the Distribution Account shall be exclusive, it being
understood and agreed that, without limiting the generality of the foregoing, payments in the nature of
(i) late payment charges or assumption, tax service, statement account or payoff, substitution,
satisfaction, release and other like fees and charges and (ii) the items enumerated in Section 4.05 with
respect to the Securities Administrator, the Master Servicer and the Servicers, need not be credited by
the Master Servicer or the Servicers to the Distribution Account. Amounts received by the Master
Servicer or the Securities Administrator in connection with Prepayment Charges on the Prepayment Charge
Loans shall be deposited into the Class XP Reserve Account by such party upon receipt thereof. In the
event that the Master Servicer or the Securities Administrator shall deposit or cause to be deposited to
the Distribution Account any amount not required to be credited thereto, the Securities Administrator,
upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall
promptly transfer such amount to the Master Servicer, any provision herein to the contrary
notwithstanding.
(e) The Distribution Account shall constitute a trust account of the Trust Fund segregated
on the books of the Securities Administrator and held by the Securities Administrator in trust in its
Corporate Trust Office, and the Distribution Account and the funds deposited therein shall not be
subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or
depositors of the Securities Administrator or the Master Servicer (whether made directly, or indirectly
through a liquidator or receiver of the Securities Administrator or the Master Servicer). The
Distribution Account shall be an Eligible Account. The amount at any time credited to the Distribution
Account, if invested, shall be invested in the name of the Trustee, in such Permitted Investments
selected by the Master Servicer or the Depositor. The Master Servicer or the Depositor shall select the
Permitted Investments for the funds on deposit in the Distribution Account. All Permitted Investments
shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next
succeeding Distribution Date if the obligor for such Permitted Investment is the Securities
Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution
Date, in the case of Permitted Investments for the benefit of the Master Servicer and the Depositor.
With respect to the Distribution Account and the funds deposited therein, the Securities Administrator
shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to
the priorities afforded to such a trust account (in addition to a claim against the estate of the
Trustee) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable,
or any applicable comparable state statute applicable to state chartered banking corporations.
(f) Any and all investment earnings and losses on amounts on deposit in the Distribution
Account for a maximum period of six Business Days preceding the Distribution Date shall be for the
account of the Master Servicer. The Master Servicer and the Depositor from time to time shall be
permitted to withdraw or receive distribution of any and all investment earnings from the Distribution
Account on behalf of itself. The risk of loss of moneys required to be distributed to the
Certificateholders resulting from such investments shall be borne by and be the risk of the Master
Servicer and the Depositor based on the Permitted Investments on which such loss is incurred. The
Master Servicer shall deposit the amount of any such loss in the Distribution Account within two
Business Days of receipt of notification of such loss but not later than the Distribution Date on which
the moneys so invested are required to be distributed to the Certificateholders.
(g) In the event that the Master Servicer and Securities Administrator are no longer
affiliated, the Master Servicer shall establish and maintain an account separate from the Distribution
Account into which any funds remitted by the Company and Servicers will be deposited. No later than
noon New York time on the Business Day prior to each Distribution Date, the Master Servicer shall remit
any such funds to the Paying Agent for deposit in the Distribution Account. The Master Servicer shall
make the following permitted withdrawals and transfers from such account:
(i) The Master Servicer will, from time to time on demand of the Company, a
Servicer or the Securities Administrator, make or cause to be made such withdrawals or transfers from
the account as the Master Servicer has designated for such transfer or withdrawal pursuant to this
Agreement and the related Servicing Agreement. The Master Servicer may clear and terminate the account
pursuant to Section 10.01 and remove amounts from time to time deposited in error.
(ii) On an ongoing basis, the Master Servicer shall withdraw from the account
(i) any expenses, costs and liabilities recoverable by the Trustee, the Master Servicer, the Securities
Administrator or the Custodian pursuant to Sections 3.03, 7.04 and 9.05 and (ii) any amounts payable to
the Master Servicer as set forth in Section 3.14; provided, however, that the Master Servicer shall be
obligated to pay from its own funds any amounts which it is required to pay under Section 7.03(a).
(iii) In addition, on or before each Business Day prior to each Distribution Date,
the Master Servicer shall deposit in the Distribution Account (or remit to the Securities Administrator
for deposit therein) any Monthly Advances required to be made by the Master Servicer with respect to the
Mortgage Loans.
(iv) No later than noon New York time on each Business Day prior to each
Distribution Date, the Master Servicer will transfer all Available Funds on deposit in the account with
respect to the related Distribution Date to the Paying Agent for deposit in the Distribution Account.
Section 4.05. Permitted Withdrawals and Transfers from the Distribution Account. The
Securities Administrator will, from time to time on demand of the Master Servicer (or with respect to
clause (l) hereto, on demand of the Trustee, the Securities Administrator or the Custodian), make or
cause to be made such withdrawals or transfers from the Distribution Account as the Master Servicer has
designated for such transfer or withdrawal pursuant to this Agreement and the Servicing Agreements or as
the Securities Administrator deems necessary for the following purposes:
(a) to reimburse the Master Servicer or any Servicer for any Monthly Advance of its own
funds, the right of the Master Servicer or a Servicer to reimbursement pursuant to this subclause
(i) being limited to amounts received on a particular Mortgage Loan (including, for this purpose, the
Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late payments or
recoveries of the principal of or interest on such Mortgage Loan with respect to which such Monthly
Advance was made;
(b) to reimburse the Master Servicer or any Servicer from Insurance Proceeds or
Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended by the Master Servicer
or such Servicer in good faith in connection with the restoration of the related Mortgaged Property
which was damaged by an Uninsured Cause or in connection with the liquidation of such Mortgage Loan;
(c) to reimburse the Master Servicer or any Servicer from Insurance Proceeds relating to a
particular Mortgage Loan for insured expenses incurred with respect to such Mortgage Loan and to
reimburse the Master Servicer or such Servicer from Liquidation Proceeds from a particular Mortgage Loan
for Liquidation Expenses incurred with respect to such Mortgage Loan; provided that the Master Servicer
shall not be entitled to reimbursement for Liquidation Expenses with respect to a Mortgage Loan to the
extent that (i) any amounts with respect to such Mortgage Loan were paid as Excess Liquidation Proceeds
pursuant to clause (xi) of this Section 4.05(a) to the Master Servicer; and (ii) such Liquidation
Expenses were not included in the computation of such Excess Liquidation Proceeds;
(d) to pay the Master Servicer or any Servicer, as appropriate, from Liquidation Proceeds
or Insurance Proceeds received in connection with the liquidation of any Mortgage Loan, the amount which
the Master Servicer or such Servicer would have been entitled to receive under clause (ix) of this
Section 4.05(a) as servicing compensation on account of each defaulted scheduled payment on such
Mortgage Loan if paid in a timely manner by the related Mortgagor;
(e) to pay the Master Servicer or any Servicer from the Repurchase Price for any Mortgage
Loan, the amount which the Master Servicer or such Servicer would have been entitled to receive under
clause (ix) of this Section 4.05(a) as servicing compensation;
(f) to reimburse the Master Servicer or any Servicer for advances of funds (other than
Monthly Advances) made with respect to the Mortgage Loans, and the right to reimbursement pursuant to
this clause being limited to amounts received on the related Mortgage Loan (including, for this purpose,
the Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late
recoveries of the payments for which such advances were made;
(g) to reimburse the Master Servicer or any Servicer for any Nonrecoverable Advance that
has not been reimbursed pursuant to clauses (i) and (vi);
(h) to pay the Master Servicer as set forth in Section 3.14;
(i) to reimburse the Master Servicer for expenses, costs and liabilities incurred by and
reimbursable to it pursuant to Sections 3.03, 7.04(c) and (d);
(j) to pay to the Master Servicer, as additional servicing compensation, any Excess
Liquidation Proceeds to the extent not retained by the related Servicer;
(k) to reimburse or pay any Servicer any such amounts as are due thereto under the
applicable Servicing Agreement and have not been retained by or paid to the Servicer, to the extent
provided in the related Servicing Agreement;
(l) to reimburse the Trustee, the Securities Administrator or the Custodian for expenses,
costs and liabilities incurred by or reimbursable to it pursuant to this Agreement;
(m) to remove amounts deposited in error;
(n) to clear and terminate the Distribution Account pursuant to Section 10.01; and
(o) to pay the Depositor as set forth in Section 4.04(e).
(p) The Securities Administrator shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis and shall provide a copy to the Securities Administrator, for the
purpose of accounting for any reimbursement from the Distribution Account pursuant to clauses (i)
through (vi) and (viii) or with respect to any such amounts which would have been covered by such
clauses had the amounts not been retained by the Master Servicer without being deposited in the
Distribution Account under Section 4.04(b). Reimbursements made pursuant to clauses (vii), (ix), (xi)
and (xii) will be allocated between the Loan Groups or Sub-Loan Groups, as applicable, pro rata based on
the aggregate Stated Principal Balances of the Mortgage Loans in each Loan Group or Sub-Loan Group, as
applicable.
(q) On each Distribution Date, the Securities Administrator shall distribute the Interest
Funds, Principal Funds and Available Funds to the extent on deposit in the Distribution Account for each
Loan Group or Sub-Loan Group, as applicable, to the Holders of the related Certificates in accordance
with Section 6.01.
Section 4.06. Reserve Fund.
(a) On or before the Closing Date, the Securities Administrator shall
establish one or more segregated trust accounts (the "Reserve Fund") in the name of the Trustee on
behalf of the Holders of the Group I Offered, Class I-B-3 and Class B-IO Certificates. The Reserve Fund
must be an Eligible Account. The Reserve Fund shall be entitled "Reserve Fund, Citibank, N.A. as Trustee
f/b/o holders of Structured Asset Mortgage Investments II Inc., Bear Xxxxxxx ALT-A Trust 2006-4,
Mortgage Pass-Through Certificates, Series 2006-4." The Securities Administrator shall demand payment
of all money payable by the Counterparty under the Cap Contracts. The Securities Administrator shall
deposit in the Reserve Fund all payments received by it from the Counterparty pursuant to the Cap
Contracts and, prior to distribution of such amounts pursuant to Sections 6.01(a) and 6.02(i)(a), all
payments described under the Ninth and Tenth clauses of Section 6.01(a) and clause (J) of Section
6.02(i)(a). All Cap Contract Payment Amounts received from Cap Contracts benefiting the Group I Offered
and Class I-B-3 Certificateholders and the amounts described in the Ninth and Tenth clauses of Section
6.01(a) deposited to the Reserve Fund shall be held by the Securities Administrator in the name of the
Trustee on behalf of the Trust, in trust for the benefit of the Group I Offered and Class I-B-3
Certificateholders, as applicable, and the Class B-IO Certificateholders in accordance with the terms
and provisions of this Agreement. On each Distribution Date, the Securities Administrator shall
distribute amounts on deposit in the Reserve Fund to the Group I Offered, Class I-B-3, and Class B-IO
Certificateholders in accordance with the Ninth and Tenth clauses of Section 6.01(a) and Section 6.01(b).
(b) The Reserve Fund is an "outside reserve fund" within the meaning of Treasury
Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any 2006-4
REMIC. The Securities Administrator on behalf of the Trust shall be the nominal owner of the Reserve
Fund. For federal income tax purposes, the Class B-IO Certificateholders shall be the beneficial owners
of the Reserve Fund, subject to the power of the Securities Administrator to distribute amounts under
the Ninth and Tenth clauses of Section 6.01(a), Section 6.01(b) and Section 6.02(a)(J) and shall report
items of income, deduction, gain or loss arising therefrom. For federal income tax purposes, (i)
amounts distributed to Certificateholders pursuant to the Ninth and Tenth clauses of Section 6.01(a)
will be treated as first distributed to the Class B-IO Certificateholders and then paid from the Class
B-IO Certificateholders to the applicable Group I Offered or Class I-B-3 Certificateholders. Amounts in
the Reserve Fund held in trust for the benefit of the Group I Offered, Class I-B-3 and Class B-IO
Certificateholders shall, at the written direction of the Class B-IO Certificateholders, be invested in
Permitted Investments that mature no later than the Business Day prior to the next succeeding
Distribution Date. If no written direction is received, the amounts in the Reserve Fund shall remain
uninvested. Any losses on such Permitted Investments shall not in any case be a liability of the
Securities Administrator but an amount equal to such losses shall be given by the Class B-IO
Certificateholders to the Securities Administrator out of such Certificateholders' own funds immediately
as realized, for deposit by the Securities Administrator into the Reserve Fund. To the extent that the
Class B- IO Certificateholders have provided the Securities Administrator with such written direction to
invest such funds in Permitted Investments, on each Distribution Date the Securities Administrator shall
distribute all net income and gain from such Permitted Investments in the Reserve Fund to the Class B-IO
Certificateholders, not as a distribution in respect of any interest in any 2006-4 REMIC. All amounts
earned on amounts on deposit in the Reserve Fund held in trust for the benefit of the Group I Offered,
Class I-B-3 and Class B-IO Certificateholders shall be taxable to the Class B-IO Certificateholders.
Section 4.07. Class XP Reserve Account. (a) The Securities Administrator shall establish
and maintain with itself a separate, segregated trust account, which shall be an Eligible Account,
titled "Reserve Account, Xxxxx Fargo Bank, National Association, as Securities Administrator f/b/o Bear
Xxxxxxx ALT-A Trust 2006-4, Mortgage Pass-Through Certificates, Series 2006-4, Class XP". On the Closing
Date, the Depositor shall deposit $100 into the Class XP Reserve Account. Funds on deposit in the Class
XP Reserve Account shall be held in trust by the Securities Administrator for the holders of the Class
XP Certificates. The Class XP Reserve Account will not represent an interest in any REMIC.
(b) Any amount on deposit in the Class XP Reserve Account shall be held uninvested. On the
Business Day prior to each Distribution Date, the Securities Administrator shall withdraw the amount
then on deposit in the Class XP Reserve Account and deposit such amount into the Distribution Account to
be distributed to the Holders of the related Class XP Certificates in accordance with Section 6.01(c)
and Section 6.02(e), as applicable, and with regards to the initial $100 deposit, this Section 4.07. The
initial $100 deposited in the Class XP Reserve Account shall be applied to the Class XP Certificates on
a pro rata basis based upon the initial certificate balances stated on the Class XP Certificates. In
addition, on the earlier of (x) the Business Day prior to the Distribution Date on which all the assets
of the Trust Fund are repurchased as described in Section 10.01(a) and (y) the Business Day prior to the
Distribution Date occurring in March 2012, the Securities Administrator shall withdraw the amount on
deposit in the Class XP Reserve Account, deposit such amount into the Distribution Account and remit
such amount to the Securities Administrator and provide written instruction to the Securities
Administrator to pay such amount to the related Class XP Certificates in accordance with this Section
4.07, Section 6.01(c) and 6.02 (e), as applicable, and following such withdrawal the Class XP Reserve
Account shall be closed.
ARTICLE V
Certificates
Section 5.01. Certificates. (a) The Depository, the Depositor and the Securities
Administrator have entered into a Depository Agreement dated as of the Closing Date (the "Depository
Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual
Certificates and as provided in Section 5.01(b), the Certificates shall at all times remain registered
in the name of the Depository or its nominee and at all times: (i) registration of such Certificates
may not be transferred by the Securities Administrator except to a successor to the Depository;
(ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be
governed by applicable rules established by the Depository; (iii) the Depository may collect its usual
and customary fees, charges and expenses from its Depository Participants; (iv) the Securities
Administrator shall deal with the Depository as representative of such Certificate Owners of the
respective Class of Certificates for purposes of exercising the rights of Certificateholders under this
Agreement, and requests and directions for and votes of such representative shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee and the
Securities Administrator may rely and shall be fully protected in relying upon information furnished by
the Depository with respect to its Depository Participants.
The Residual Certificates and the Private Certificates are initially Physical Certificates. If
at any time the Holders of all of the Certificates of one or more such Classes request that the
Securities Administrator cause such Class to become Global Certificates, the Securities Administrator
and the Depositor will take such action as may be reasonably required to cause the Depository to accept
such Class or Classes for trading if it may legally be so traded.
All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and
any Global Certificates shall be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall
only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for
which it acts as agent in accordance with the Depository's normal procedures.
(b) If (i)(A) the Depositor advises the Securities Administrator in writing that the
Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B)
the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its
option advises the Securities Administrator in writing that it elects to terminate the book-entry system
through the Depository, the Securities Administrator shall request that the Depository notify all
Certificate Owners of the occurrence of any such event and of the availability of definitive, fully
registered Certificates to Certificate Owners requesting the same. Upon surrender to the Securities
Administrator of the Certificates by the Depository, accompanied by registration instructions from the
Depository for registration, the Securities Administrator shall issue the definitive Certificates.
In addition, if an Event of Default has occurred and is continuing, each Certificate Owner
materially adversely affected thereby may at its option request a definitive Certificate evidencing such
Certificate Owner's interest in the related Class of Certificates. In order to make such request, such
Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository
or the related Depository Participant with directions for the Securities Administrator to exchange or
cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent
interest in fully registered definitive form. Upon receipt by the Securities Administrator of
instructions from the Depository directing the Securities Administrator to effect such exchange (such
instructions to contain information regarding the Class of Certificates and the Certificate Principal
Balance being exchanged, the Depository Participant account to be debited with the decrease, the
registered holder of and delivery instructions for the definitive Certificate, and any other information
reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct
the Depository to reduce the related Depository Participant's account by the aggregate Certificate
Principal Balance of the definitive Certificate, (ii) the Securities Administrator shall execute and
deliver, in accordance with the registration and delivery instructions provided by the Depository, a
Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and
(iii) the Securities Administrator shall execute a new Book-Entry Certificate reflecting the reduction
in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the
definitive Certificates.
Neither the Depositor nor the Securities Administrator shall be liable for any delay in the
delivery of any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and
shall be protected in relying on, such instructions.
(c) (i) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the Group II Mortgage Loans and certain other related assets
subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole
Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under
federal income tax law. The following table irrevocably sets forth the designation, Uncertificated
Pass-Through Rate and initial Uncertificated Principal Balance for each of the "regular interests" in
REMIC I and the designation and Certificate Principal Balance of the Class R Certificates allocable to
Component I of the Class R Certificates. None of the REMIC I Regular Interests will be certificated.
Uncertificated Initial
Class Designation for Type of Pass-Through Uncertificated
each REMIC I Interest Interest Rate Principal Balance
------------------------- ------------ ---------------- --------------------
Y-1 Regular Variable(1) $38,684.82
Y-2 Regular Variable(2) $308,276.53
Y-3 Regular Variable(3) $346,805.48
Z-1 Regular Variable(1) $77,330,950.65
Z-2 Regular Variable(2) $616,244,787.28
Z-3 Regular Variable (3) $693,270,558.73
Component I of the
Class R Certificates Residual (4) $0
_______________________
(1) Interest distributed to REMIC I Regular Interests Y-1 and Z-1 on each Distribution Date will have
accrued at the weighted average of the Net Rates for the Sub-Loan Group II-1 Mortgage Loans on the
applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(2) Interest distributed to REMIC I Regular Interests Y-2 and Z-2 on each Distribution Date will
have accrued at the weighted average of the Net Rates for the Sub-Loan Group II-2 Mortgage Loans on
the applicable Uncertificated Principal Balance outstanding immediately before such Distribution
Date.
(3) Interest distributed to REMIC I Regular Interests Y-3 and Z-3 on each Distribution Date will have
accrued at the weighted average of the Net Rates for the Sub-Loan Group II-3 Mortgage Loans on the
applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(4) Component I of the Class R Certificates will not bear interest.
(ii) As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the Group III Mortgage Loans and certain other related
assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of
assets will be designated as "REMIC II." Component II of the Class R Certificates will represent the
sole Class of "residual interests" in REMIC II for purposes of the REMIC Provisions (as defined herein)
under federal income tax law. The following table irrevocably sets forth the designation,
Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance for each of the "regular
interests" in REMIC II and the designation and Certificate Principal Balance of the Class R Certificates
allocable to Component II of the Class R Certificates. None of the REMIC II Regular Interests will be
certificated.
Uncertificated Initial
Class Designation for Type of Pass-Through Uncertificated
each REMIC II Interest Interest Rate Principal Balance
------------------------- ------------ ---------------- --------------------
Y-1 Regular Variable(1) $77,686.37
Y-2 Regular Variable(2) $206,736.28
Y-3 Regular Variable(3) $294,295.57
Z-1 Regular Variable(1) $155,295,045.06
Z-2 Regular Variable(2) $413,287,814.51
Z-3 Regular Variable (3) $588,328,134.95
Component II of the
Class R Certificates Residual (4) $0
_______________________
(1) Interest distributed to REMIC II Regular Interests Y-1 and Z-1 on each Distribution Date will have
accrued at the weighted average of the Net Rates for the Sub-Loan Group III-1 Mortgage Loans on the
applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(2) Interest distributed to REMIC II Regular Interests Y-2 and Z-2 on each Distribution Date will
have accrued at the weighted average of the Net Rates for the Sub-Loan Group III-2 Mortgage Loans on
the applicable Uncertificated Principal Balance outstanding immediately before such Distribution
Date.
(3) Interest distributed to REMIC II Regular Interests Y-3 and Z-3 on each Distribution Date will have
accrued at the weighted average of the Net Rates for the Sub-Loan Group III-3 Mortgage Loans on the
applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(4) Component II of the Class R Certificates will not bear interest.
(ii) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the Group I Loans and certain other related assets subject to
this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC III-A." Component III-A of the Class R Certificates will represent the sole
Class of "residual interests" in REMIC III-A for purposes of the REMIC Provisions under federal income
tax law. The following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate
and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC III-A and the
designation and Certificate Principal Balance of the Class R Certificates allocable to Component III-A
of the Class R Certificates. None of the REMIC III-A Regular Interests will be certificated.
Class Designation for Uncertificated Initial
each REMIC III-A Type of Pass-Through Uncertificated
Interest Interest Rate Principal Balance
------------------------- ------------ ---------------- --------------------
Y-1 Regular Variable(1) $479,808.03
Y-2 Regular Variable(2) $500,191.36
Y-3 Regular Variable(3) $341,000.33
Z-1 Regular Variable(1) $959,145,102.75
Z-2 Regular Variable(2) $999,882,531.24
Z-3 Regular Variable (3) $681,665,957.01
Component III-A of the
Class R Certificates Residual (4) $0
_______________________
(1) Interest distributed to REMIC III-A Regular Interests Y-1 and Z-1 on each Distribution Date will
have accrued at the weighted average of the Net Rates for the Sub-Loan Group I-1 Mortgage Loans on
the applicable Uncertificated Principal Balance outstanding immediately before such Distribution
Date.
(2) Interest distributed to REMIC III-A Regular Interests Y-2 and Z-2 on each Distribution Date
will have accrued at the weighted average of the Net Rates for the Sub-Loan Group I-2 Mortgage Loans
on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution
Date.
(3) Interest distributed to REMIC III-A Regular Interests Y-3 and Z-3 on each Distribution Date will
have accrued at the weighted average of the Net Rates for the Sub-Loan Group I-3 Mortgage Loans on
the applicable Uncertificated Principal Balance outstanding immediately before such Distribution
Date.
(4) Component III-A of the Class R Certificates will not bear interest.
(iii) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the REMIC III-A Regular Interests and any proceeds thereof as a
REMIC for federal income tax purposes, and such segregated pool of assets will be designated as
"REMIC III-B." Component III-B of the Class R Certificates will represent the sole Class of "residual
interests" in REMIC III-B for purposes of the REMIC Provisions under federal income tax law. The
following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial
Uncertificated Principal Balance for each of the "regular interests" in REMIC III-B and the designation
and Certificate Principal Balance of the Class R Certificates allocable to Component III-B of the Class
R Certificates. None of the REMIC III-B Regular Interests will be certificated.
Class Designation for Type of Uncertificated Initial Uncertificated
each REMIC III-B Interest Interest Pass-Through Rate Principal Balance
LT1 Regular Variable(1) $2,640,247,524.06
LT2 Regular Variable(1) $82,335.98
LT3 Regular 0.00% $181,865.48
LT4 Regular Variable(2) $181,865.48
LT-Y1 Regular Variable(3) $479,808.03
LT-Y2 Regular Variable(4) $500,191.36
LT-Y3 Regular Variable(5) $341,000.33
Component III-B of the
Class R Certificates Regular (6) $0
_______________________
(1) REMIC III-B Regular Interests LT1 and LT2 will bear interest at a variable rate equal to the
weighted average of the Uncertificated Pass-Through Rates on REMIC III-A Regular Interests Z-1, Z-2
and Z-3.
(2) REMIC III-B Regular Interest LT4 will bear interest at a variable rate equal to twice the weighted
average of the Uncertificated Pass-Through Rates on REMIC III-A Regular Interests Z-1, Z-2 and Z-3.
(3) REMIC III-B Regular Interest LT-Y1 will bear interest at a variable rate equal to the weighted
average of the Net Rates on the Sub-Loan Group I-1 Mortgage Loans.
(4) REMIC III-B Regular Interest LT-Y2 will bear interest at a variable rate equal to the weighted
average of the Net Rates on the Sub-Loan Group I-2 Mortgage Loans.
(5) REMIC III-B Regular Interest LT-Y3 will bear interest at a variable rate equal to the weighted
average of the Net Rates on the Sub-Loan Group I-3 Mortgage Loans.
(6) Component III-B of the Class R Certificates will not bear interest.
(iv) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the REMIC I Regular Interests and any proceeds thereof as a
REMIC for federal income tax purposes, and such segregated pool of assets will be designated as
"REMIC IV." Component IV of the Class R Certificates will represent the sole Class of "residual
interests" in REMIC IV for purposes of the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial
Uncertificated Principal Balance for each of the "regular interests" in REMIC IV and the designation and
Certificate Principal Balance of the Class R Certificates allocable to Component IV of the Class R
Certificates. None of the REMIC IV Regular Interests will be certificated.
Class Designation for each Initial Uncertificated Uncertificated Pass-Through
REMIC IV Interest Type of Interest Principal Balance Rate
II-1A Regular $70,986,000 (1)
II-2A-1 Regular $514,821,000 (2)
II-2A-2 Regular $50,866,000 (2)
II-3A-134 Regular $405,315,000 (3)
II-3A-25 Regular $231,078,000 (3)
II-B-1 Regular $29,832,000 (4)
II-B-2 Regular $18,731,000 (4)
II-B-3 Regular $7,632,000 (4)
II-B-4 Regular $8,325,000 (4)
II-B-5 Regular $6,938,000 (4)
II-B-6 Regular $4,163,000 (4)
II-B-7 Regular $4,162,000 (4)
II-B-8 Regular $4,162,000 (4)
II-B-9 Regular $13,182,000 (4)
II-B-10 Regular $10,406,000 (4)
II-B-11 Regular $6,941,063 (4)
Component IV of the Class R Residual $0 (5)
Certificates
_______________________
(1) REMIC IV Regular Interest II-1A will bear interest at a variable rate equal to the weighted average
of the Net Rates of the Sub-Loan Group II-1 Mortgage Loans.
(2) REMIC IV Regular Interests II-2A-1 and II-2A-2 will bear interest at a variable rate equal to the
weighted average of the Net Rates of the Sub-Loan Group II-2 Mortgage Loans.
(3) REMIC IV Regular Interests II-3A-134 and II-3A-25 will bear interest at a variable rate equal to
the weighted average of the Net Rates of the Sub-Loan Group II-3 Mortgage Loans.
(4) REMIC IV Regular Interests XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0 , XX-X-0, XX-X-0, XX-X-0, XX-X-0,
XX-X-00 and II-B-11 will bear interest at a variable rate equal to the weighted average of the
weighted average of the Net Rates in each related Sub-Loan Group weighted in proportion to the
results of subtracting from the aggregate principal balance of each related Sub-Loan Group, the
Certificate Principal Balance of the related Classes of Senior Certificates. For purposes of the
REMIC Provisions, the foregoing rate will be the weighted average of the Uncertificated
Pass-through Rate for each of the REMIC I Y Regular Interests.
(5) Component IV of the Class R Certificates will not bear interest.
(v) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the REMIC II Regular Interests and any proceeds thereof as a
REMIC for federal income tax purposes, and such segregated pool of assets will be designated as
"REMIC V." Component V of the Class R Certificates will represent the sole Class of "residual interests"
in REMIC V for purposes of the REMIC Provisions under federal income tax law. The following table
irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial Uncertificated
Principal Balance for each of the "regular interests" in REMIC V and the designation and Certificate
Principal Balance of the Class R Certificates allocable to Component V of the Class R Certificates. None
of the REMIC V Regular Interests will be certificated.
Class Designation for each Initial Uncertificated Uncertificated Pass-Through
REMIC V Interest Type of Interest Principal Balance Rate
III-1A Regular $143,952,000 (1)
III-2A Regular $383,102,000 (2)
III-3A-14 Regular $295,379,000 (3)
III-3A-23 Regular $249,979,000 (3)
III-B-1 Regular $30,094,000 (4)
III-B-2 Regular $19,677,000 (4)
III-B-3 Regular $12,154,000 (4)
III-B-4 Regular $10,996,000 (4)
III-B-5 Regular $6,945,000 (4)
III-B-6 Regular $5,211,713 (4)
Component V of the Class R Residual $0 (5)
Certificates
_______________________
(1) REMIC V Regular Interest III-1A will bear interest at a variable rate equal to the weighted
average of the Net Rates of the Sub-Loan Group III-1 Mortgage Loans.
(2) REMIC V Regular Interest III-2A will bear interest at a variable rate equal to the weighted average
of the Net Rates of the Sub-Loan Group III-2 Mortgage Loans.
(3) REMIC V Regular Interests III-3A-14 and III-3A-23 will bear interest at a variable rate equal to
the weighted average of the Net Rates of the Sub-Loan Group III-3 Mortgage Loans.
(4) REMIC V Regular Interests XXX-X-0, XXX-X-0, XXX-X-0, XXX-X-0, XXX-X-0 and III-B-6 will bear
interest at a variable rate equal to the weighted average of the weighted average of the Net
Rates in each related Sub-Loan Group weighted in proportion to the results of subtracting from the
aggregate principal balance of each related Sub-Loan Group, the Certificate Principal Balance of
the related Classes of Senior Certificates. For purposes of the REMIC Provisions, the foregoing
rate will be the weighted average of the Uncertificated Pass-through Rate for each of the REMIC II
Y Regular Interests.
(5) Component V of the Class R Certificates will not bear interest.
(vi) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the REMIC III-B Regular Interests, REMIC IV Regular Interests
and REMIC V Regular Interests and any proceeds thereof as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as "REMIC VI." Component VI of the Class R
Certificates will represent the sole Class of "residual interests" in REMIC VI for purposes of the REMIC
Provisions under federal income tax law. The following table irrevocably sets forth the designation,
Uncertificated Pass-Through Rate (which is also the Pass-Through Rate for the Related Certificates) and
initial Uncertificated Principal Balance for each of the "regular interests" in REMIC VI, and the
designation and Certificate Principal Balance of the Class R Certificates allocable to Component VI of
the Class R Certificates.
Class Designation for Type of Initial Uncertificated Uncertificated Pass-Through
each REMIC VI Interest Interest Principal Balance Rate
I-1A-1 Regular $774,897,000 (1)
I-1A-2 Regular $95,962,000 (1)
I-2A-1 Regular $807,809,000 (1)
I-2A-2 Regular $100,038,000 (1)
I-3A-1 Regular $550,721,000 (1)
I-3A-2 Regular $68,201,000 (1)
II-1A-1 Regular $64,603,000 (2)
II-1A-2 Regular $6,383,000 (2)
II-1X-1 Regular Notional (3)
II-2A-1 Regular $514,821,000 (4)
II-2A-2 Regular $50,866,000 (4)
II-2X-1 Regular Notional (5)
II-2X-2 Regular Notional (5)
II-3A-1 Regular $156,922,000 (5)
II-3A-2 Regular $173,855,000 (6)
II-3A-3 Regular $120,296,000 (5)
II-3A-4 Regular $128,097,000 (6)
II-3A-5 Regular $57,223,000 (6)
II-3X-1 Regular Notional (7)
II-3X-2 Regular Notional (7)
II-B-1 Regular $29,832,000 (10)
II-B-2 Regular $18,731,000 (10)
II-B-3 Regular $7,632,000 (10)
II-B-4 Regular $8,325,000 (10)
II-B-5 Regular $6,938,000 (10)
II-B-6 Regular $4,163,000 (10)
II-B-7 Regular $4,162,000 (10)
II-B-8 Regular $4,162,000 (10)
II-B-9 Regular $13,182,000 (10)
II-B-10 Regular $10,406,000 (10)
II-B-11 Regular $6,941,063 (10)
III-1A-1 Regular $132,532,000 (11)
III-1A-2 Regular $11,420,000 (11)
III-2A-1 Regular $352,710,000 (13)
III-2A-2 Regular $30,392,000 (13)
III-3A-1 Regular $252,115,000 (14)
III-3A-2 Regular $156,701,000 (14)
III-3A-3 Regular $93,278,000 (14)
III-3A-4 Regular $43,264,000 (14)
III-3X-1 Regular Notional (15)
III-3X-2 Regular Notional (16)
III-B-1 Regular $30,094,000 (17)
III-B-2 Regular $19,677,000 (17)
III-B-3 Regular $12,154,000 (17)
III-B-4 Regular $10,996,000 (17)
III-B-5 Regular $6,945,000 (17)
III-B-6 Regular $5,211,713 (17)
I-M-1 Regular $89,828,000 (18)
I-M-2 Regular $55,482,000 (18)
I-B-1 Regular $36,988,000 (19)
I-B-2 Regular $13,210,000 (19)
I-B-3 Regular $15,852,000 (19)
I-XP Regular N/A (20)
II-XP Regular N/A (20)
B-IO-I and B-IO-P Regular $33,026,590.96 (21)
Component VI of the Residual $0 (22)
Class R Certificates
_______________________
(1) REMIC VI Regular Interests X-0X-0, X-0X-0, X-0X-0, X-0X-0, X-0X-0 and I-3A-2 will bear interest at
a variable rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 11.50% and
(iii) the weighted average of the Net Rates of the group I mortgage loans in the related sub-loan
group as adjusted to an effective rate reflecting the accrual of interest on an actual/360 basis.
(2) On or prior to the Distribution Date in March 2009, REMIC VI Regular Interests II-1A-1 and II-1A-2
will bear interest at a variable Pass-Through Rate equal to the weighted average of the Net Rates
of the Sub-Loan Group II-1 Mortgage Loans minus 0.586% per annum. After the Distribution Date in
March 2009, REMIC VI Regular Interests II-1A-1 and II-1A-2 will bear interest at a variable
Pass-Through Rate equal to the weighted average of the Net Rates of the Sub-Loan Group II-1
Mortgage Loans.
(3) On or prior to the Distribution Date in March 2009, REMIC VI Regular Interest II-1X-1 will bear
interest at a fixed Pass-Through Rate equal to 0.586% per annum based on a notional amount equal to
the Uncertificated Principal Balance of REMIC VI Regular Interests II-1A-1 and II-1A-2. After the
Distribution Date in March 2009, REMIC VI Regular Interest II-1X-1 will not bear any interest and
the Pass-Through Rate will be equal to 0.00% per annum thereon.
(4) On or prior to the Distribution Date in April 2011, REMIC VI Regular Interests II-2A-1 will bear
interest at a fixed Pass-Through Rate equal to the lesser of (i) 5.650% per annum and (ii) the Net
Rates of the sub-loan group II-2 mortgage loans. After the Distribution Date in April 2011, REMIC
VI Regular Interests II-2A-1 will bear interest at a variable Pass-Through Rate equal to the
weighted average of the Net Rates of the sub-loan group II-2 mortgage loans.
(5) On or prior to the Distribution Date in April 2011, REMIC VI Regular Interests II-2A-2 will bear
interest at a variable Pass-Through Rate equal to the weighted average of the Net Rates of the
sub-loan group II-2 mortgage loans minus approximately 0.394% per annum. After the Distribution
Date in April 2011, REMIC VI Regular Interests II-2A-2 will bear interest at a variable
Pass-Through Rate equal to the weighted average of the Net Rates of the Sub-Loan Group II-2 Mortgage
Loans.
(6) On or prior to the Distribution Date in April 2011, REMIC VI Regular Interest II-2X-1 will bear
interest at a variable Pass-Through Rate equal to the excess, if any, of (i) weighted average of
the Net Rates of the Sub-Loan Group II-2 mortgage loans, over (ii) the Pass-Through rate of the
Class II-2A-1 Certificates based on a notional amount equal to the Uncertified Principal balance of
the Class II-2A-1 Certificates. After the Distribution Date in April 2011, REMIC VI Regulation
Interest II-2X-1 will not bear any interest and the Pass-Through Rate will be equal to 0.00% per
annum thereon.
(7) On or prior to the Distribution Date in April 2011, REMIC VI Regular Interest II-2X-2 will bear
interest at a fixed Pass-Through Rate equal to approximately 0.394% per annum based on a notional
amount equal to the Uncertificated Principal Balance of the Class II-2A-2 Certificates. After the
Distribution Date in April 2011, REMIC VI Regular Interest II-2X-2 will not bear any interest and
the Pass-Through Rate will be equal to 0.00% per annum thereon.
(8) On or prior to the Distribution Date in April 2011, REMIC VI Regular Interests II-3A-1, II-3A-2,
II-3A-3, II-3A-4 and II-3A-5 will bear interest at a variable Pass-Through Rate equal to the
weighted average of the Net Rates of the Sub-Loan Group II-3 Mortgage Loans minus 0.543%, 0.293%,
0.543%. 0.543% and 0.293%, respectively, per annum. After the Distribution Date in April 2011,
REMIC VI Regular Interests II-3A-1, II-3A-2, II-3A-3, II-3A-4 and II-3A-5 will bear interest at a
variable Pass-Through Rate equal to the weighted average of the Net Rates of the Sub-Loan Group
II-3 Mortgage Loans.
(9) On or prior to the Distribution Date in April 2011, REMIC VI Regular Interest II-3X-1 will bear
interest at a fixed Pass-Through Rate equal to 0.250% per annum based on a notional amount equal to
the Uncertificated Principal Balance of REMIC VI Regular Interests II-3A-1, II-3A-3 and II-3A-4.
After the Distribution Date in April 2011, REMIC VI Regular Interest II-3X-1 will not bear any
interest and the Pass-Through Rate will be equal to 0.00% per annum thereon.
(10) On or prior to the Distribution Date in April 2011, REMIC VI Regular Interest II-3X-2 will bear
interest at a fixed Pass-Through Rate equal to 0.293% per annum based on a notional amount equal to
the Uncertificated Principal Balance of REMIC VI Regular Interests II-3A-1, II-3A-2, II-3A-3,
II-3A-4 and II-3A-5. After the Distribution Date in April 2011, REMIC VI Regular Interest II-3X-2
will not bear any interest and the Pass-Through Rate will be equal to 0.00% per annum thereon.
(11) REMIC VI Regular Interests XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, II-B-8,
II-B-9, II-B-10 and II-B-11 will bear interest at a variable rate equal to the weighted average of
the Net Rate of the Mortgage Loans in Loan Group II weighted in proportion to the results of
subtracting from the aggregate principal balance of Loan Group II, the Certificate Principal
Balance of the related Classes of Senior Certificates. For federal income tax purposes, the
interest rate on each foregoing REMIC VI Regular Interest is equal to the interest rate on the
REMIC IV Regular Interest bearing the same alphanumeric class designation.
(12) The REMIC VI Regular Interests III-1A-1 and III-1A-2 will bear interest at a variable Pass-Through
Rate equal to the weighted average of the Net Rates of the Sub-Loan Group III-1 Mortgage Loans.
(13) The REMIC VI Regular Interests III-2A-1 and III-2A-2 will bear interest at a variable Pass-Through
Rate equal to the weighted average of the Net Rates of the Sub-Loan Group III-2 Mortgage Loans. .
(14) On or prior to the Distribution Date in May 2011, REMIC VI Regular Interests III-3A-1, III-3A-2,
III-3A-3 and III-3A-4 will bear interest at a variable Pass-Through Rate equal to the weighted
average of the Net Rates of the Sub-Loan Group III-3 Mortgage Loans minus approximately 0.217%,
0.420%, 0.420% and 0.217%, respectively, per annum. After the Distribution Date in May 20001,
REMIC VI Regular Interests III-3A-1, III-3A-2, III-3A-3 and III-3A-4 will bear interest at a
variable Pass-Through Rate equal to the weighted average of the Net Rates of the Sub-Loan Group
III-3 Mortgage Loans.
(15) On or prior to the Distribution Date in May 2011, REMIC VI Regular Interest III-3X-1 will bear
interest at a fixed Pass-Through Rate equal to 0.217% per annum based on a notional amount equal to
the Uncertificated Principal Balance of REMIC VI Regular Interests III-3A-1, III-3A-2, III-3A-3 and
III-3A-4. After the Distribution Date in May 2011, REMIC VI Regular Interest III-3X-1 will not
bear any interest and the Pass-Through Rate will be equal to 0.00% per annum thereon.
(16) On or prior to the Distribution Date in May 2011, REMIC VI Regular Interest III-3X-2 will bear
interest at a fixed Pass-Through Rate equal to 0.203% per annum based on a notional amount equal to
the Uncertificated Principal Balance of REMIC VI Regular Interests III-3A-2 and III-3A-3. After
the Distribution Date in May 2011, REMIC VI Regular Interest III-3X-2 will not bear any interest and
the Pass-Through Rate will be equal to 0.00% per annum thereon.
(17) REMIC VI Regular Interests XXX-X-0, XXX-X-0, XXX-X-0, XXX-X-0, XXX-X-0 and III-B-6 will bear
interest at a variable rate equal to the weighted average of the Net Rate of the Mortgage Loans in
Loan Group III weighted in proportion to the results of subtracting from the aggregate principal
balance of Loan Group III, the Certificate Principal Balance of the related Classes of Senior
Certificates. For federal income tax purposes, the interest rate on each foregoing REMIC VI
Regular Interest is equal to the interest rate on the REMIC V Regular Interest bearing the same
alphanumeric class designation.
(18) REMIC VI Regular Interests I-M-1 and I-M-2 will bear interest at a rate equal to the least of (i)
One-Month LIBOR plus the related Margin, (ii) 11.50% and (iii) the related Net Rate Cap.
(19) REMIC VI Regular Interests I-B-1, I-B-2 and I-B-3 will bear interest at a rate equal to the least
of (i) One-Month LIBOR plus the related Margin, (ii) 11.50% and (iii) the related Net Rate Cap.
(20) The Class XP Certificates will not bear any interest. The Class XP Certificates will be entitled
to receive Prepayment Charges collected with respect to the Prepayment Charge Loans. The Class XP
Certificates will not represent an interest in any REMIC, they will instead represent an interest
in the Trust constituted by this Agreement that is a strip of Prepayment Charges associated with
the Prepayment Charge Loans.
(21) The Class B-IO Certificates will bear interest at a per annum rate equal to the Class B-IO
Pass-Through Rate on its Notional Amount. Amounts paid, or deemed paid, to the Class B-IO
Certificates shall be deemed to first be paid to REMIC VI Regular Interest B-IO-I in reduction of
accrued and unpaid interest thereon until such accrued and unpaid interest shall have been reduced
to zero and shall then be deemed paid to REMIC VI Regular Interest B-IO-P in reduction of the
principal balance thereof.
(22) Component VI of the Class R Certificates will not bear interest.
(vii) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of REMIC VI Regular Interests B-IO-I and B-IO-P and any proceeds
thereof as a REMIC for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC VII." The Class R-X Certificates will represent the sole Class of "residual
interests" in REMIC VII for purposes of the REMIC Provisions under federal income tax law. The
following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial
Uncertificated Principal Balance for the single "regular interest" in REMIC VII and the designation and
Certificate Principal Balance of the Class R-X Certificates.
Class Designation for Type of Initial Uncertificated Uncertificated Pass-Through
each REMIC VII Interest Interest Principal Balance Rate
B-IO Regular $33,026,590.96 (1)
Class R-X Certificates Residual $0 (2)
(1) The Class B-IO Certificates will bear interest at a per annum rate equal to the Class B-IO
Pass-Through Rate on its Notional Amount. The REMIC VII Regular Interest will not have an
Uncertificated Pass-Through Rate, but will be entitled to 100% of all amounts distributed or deemed
distributed on REMIC VI Regular Interests B-IO-I and B-IO-P.
(2) The Class R-X Certificates will not bear interest.
(d) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity
date in the Trust Fund has been designated as the "latest possible maturity date" for the REMIC Regular
Interests and the Certificates.
(e) With respect to each Distribution Date, each Class of Certificates shall accrue
interest during the related Interest Accrual Period. With respect to each Distribution Date and each
such Class of Certificates (other than the Residual Certificates or the Class B-IO Certificates),
interest shall be calculated, on the basis of a 360-day year and the actual number of days elapsed in
the related Interest Accrual Period, based upon the respective Pass-Through Rate set forth, or
determined as provided, above and the Certificate Principal Balance of such Class applicable to such
Distribution Date. With respect to each Distribution Date and the Class B-IO Certificates, interest
shall be calculated, on the basis of a 360-day year consisting of twelve 30-day months, based upon the
Pass-Through Rate set forth, or determined as provided, above and the Notional Amount of such Class
applicable to such Distribution Date.
(f) The Certificates shall be substantially in the forms set forth in Exhibits X-0, X-0,
X-0, X-0, X-0-0, X-0-0, X-0, A-7, X-0, X-0, X-00, X-00, X-00, X-00, X-00, X-00 and A-17. On original
issuance, the Securities Administrator shall sign, countersign and shall deliver them at the direction
of the Depositor. Pending the preparation of definitive Certificates of any Class, the Securities
Administrator may sign and countersign temporary Certificates that are printed, lithographed or
typewritten, in authorized denominations for Certificates of such Class, substantially of the tenor of
the definitive Certificates in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers or authorized signatories executing such
Certificates may determine, as evidenced by their execution of such Certificates. If temporary
Certificates are issued, the Depositor will cause definitive Certificates to be prepared without
unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall
be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office
of the Securities Administrator, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Certificates, the Securities Administrator shall sign and countersign and deliver
in exchange therefor a like aggregate principal amount, in authorized denominations for such Class, of
definitive Certificates of the same Class. Until so exchanged, such temporary Certificates shall in all
respects be entitled to the same benefits as definitive Certificates.
(g) Each Class of Book-Entry Certificates will be registered as a single Certificate of
such Class held by a nominee of the Depository or the DTC Custodian, and beneficial interests will be
held by investors through the book-entry facilities of the Depository in minimum denominations of (i) in
the case of the Senior Certificates, $25,000 and in each case increments of $1.00 in excess thereof, and
(ii) in the case of the Offered Subordinate Certificates, $25,000 and increments of $1.00 in excess
thereof, except that one Certificate of each such Class may be issued in a different amount so that the
sum of the denominations of all outstanding Certificates of such Class shall equal the Certificate
Principal Balance of such Class on the Closing Date. On the Closing Date, the Securities Administrator
shall execute and countersign Physical Certificates all in an aggregate principal amount that shall
equal the Certificate Principal Balance of such Class on the Closing Date. The Group II Non-offered
Subordinate Certificates shall be issued in certificated fully-registered form in minimum dollar
denominations of $25,000 and integral multiples of $1.00 in excess thereof, except that one Group II
Non-offered Subordinate Certificate of each Class may be issued in a different amount so that the sum of
the denominations of all outstanding Private Certificates of such Class shall equal the Certificate
Principal Balance of such Class on the Closing Date. The Residual Certificates shall each be issued in
certificated fully-registered form with no denomination. Each Class of Global Certificates, if any,
shall be issued in fully registered form in minimum dollar denominations of $25,000 and integral
multiples of $1.00 in excess thereof, except that one Certificate of each Class may be in a different
denomination so that the sum of the denominations of all outstanding Certificates of such Class shall
equal the Certificate Principal Balance of such Class on the Closing Date. On the Closing Date, the
Securities Administrator shall execute and countersign (i) in the case of each Class of Offered
Certificates, the Certificate in the entire Certificate Principal Balance of the respective Class and
(ii) in the case of each Class of Private Certificates, Individual Certificates all in an aggregate
principal amount that shall equal the Certificate Principal Balance of each such respective Class on the
Closing Date. The Certificates referred to in clause (i) and if at any time there are to be Global
Certificates, the Global Certificates shall be delivered by the Depositor to the Depository or pursuant
to the Depository's instructions, shall be delivered by the Depositor on behalf of the Depository to and
deposited with the DTC Custodian. The Securities Administrator shall sign the Certificates by facsimile
or manual signature and countersign them by manual signature on behalf of the Securities Administrator
by one or more authorized signatories, each of whom shall be Responsible Officers of the Securities
Administrator or its agent. A Certificate bearing the manual and facsimile signatures of individuals
who were the authorized signatories of the Securities Administrator or its agent at the time of issuance
shall bind the Securities Administrator, notwithstanding that such individuals or any of them have
ceased to hold such positions prior to the delivery of such Certificate.
(h) No Certificate shall be entitled to any benefit under this Agreement, or be valid for
any purpose, unless there appears on such Certificate the manually executed countersignature of the
Securities Administrator or its agent, and such countersignature upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date. All
Certificates issued thereafter shall be dated the date of their countersignature.
(i) The Closing Date is hereby designated as the "startup" day of each 2006-4 REMIC within
the meaning of Section 860G(a)(9) of the Code.
(j) For federal income tax purposes, each 2006-4 REMIC shall have a tax year that is a
calendar year and shall report income on an accrual basis.
(k) The Securities Administrator on behalf of the Trustee shall cause each 2006-4 REMIC to
timely elect to be treated as a REMIC under Section 860D of the Code. Any inconsistencies or
ambiguities in this Agreement or in the administration of any Trust established hereby shall be resolved
in a manner that preserves the validity of such elections.
(l) The following legend shall be placed on the Residual Certificates, whether upon
original issuance or upon issuance of any other Certificate of any such Class in exchange therefor or
upon transfer thereof:
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE
PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE
SECURITIES ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH
IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR XXXXXXX
MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT),
(B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN
FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE
TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE
CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE
COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE
PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE
FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO
PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH
TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION
OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH
PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH
HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Section 5.02. Registration of Transfer and Exchange of Certificates. (a) The Securities
Administrator shall maintain at its Corporate Trust Office a Certificate Register in which, subject to
such reasonable regulations as it may prescribe, the Securities Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as herein provided.
(b) Subject to Section 5.01(a) and, in the case of any Global Certificate or Physical
Certificate upon the satisfaction of the conditions set forth below, upon surrender for registration of
transfer of any Certificate at any office or agency of the Securities Administrator maintained for such
purpose, the Securities Administrator shall sign, countersign and shall deliver, in the name of the
designated transferee or transferees, a new Certificate of a like Class and aggregate Fractional
Undivided Interest, but bearing a different number.
(c) By acceptance of a Private Certificate or a Residual Certificate, whether upon
original issuance or subsequent transfer, each holder of such Certificate acknowledges the restrictions
on the transfer of such Certificate set forth in the Securities Legend and agrees that it will transfer
such a Certificate only as provided herein. In addition to the provisions of Section 5.02(h), the
following restrictions shall apply with respect to the transfer and registration of transfer of an
Private Certificate or a Residual Certificate to a transferee that takes delivery in the form of an
Individual Certificate:
(i) The Securities Administrator shall register the transfer of an Individual
Certificate if the requested transfer is being made to a transferee who has provided the Securities
Administrator with a Rule 144A Certificate or comparable evidence as to its QIB status.
(ii) The Securities Administrator shall register the transfer of any Individual
Certificate if (x) the transferor has advised the Securities Administrator in writing that the
Certificate is being transferred to an Institutional Accredited Investor along with facts surrounding
the transfer as set forth in Exhibit F-3 hereto; and (y) prior to the transfer the transferee furnishes
to the Securities Administrator an Investment Letter (and the Securities Administrator shall be fully
protected in so doing), provided that, if based upon an Opinion of Counsel addressed to the Securities
Administrator to the effect that the delivery of (x) and (y) above are not sufficient to confirm that
the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and other applicable laws, the Securities
Administrator shall as a condition of the registration of any such transfer require the transferor to
furnish such other certifications, legal opinions or other information prior to registering the transfer
of an Individual Certificate as shall be set forth in such Opinion of Counsel.
(d) So long as a Global Certificate of such Class is outstanding and is held by or on
behalf of the Depository, transfers of beneficial interests in such Global Certificate, or transfers by
holders of Individual Certificates of such Class to transferees that take delivery in the form of
beneficial interests in the Global Certificate, may be made only in accordance with Section 5.02(h), the
rules of the Depository and the following:
(i) In the case of a beneficial interest in the Global Certificate being
transferred to an Institutional Accredited Investor, such transferee shall be required to take delivery
in the form of an Individual Certificate or Certificates and the Securities Administrator shall register
such transfer only upon compliance with the provisions of Section 5.02(c)(ii).
(ii) In the case of a beneficial interest in a Class of Global Certificates being
transferred to a transferee that takes delivery in the form of an Individual Certificate or Certificates
of such Class, except as set forth in clause (i) above, the Securities Administrator shall register such
transfer only upon compliance with the provisions of Section 5.02(c)(i).
(iii) In the case of an Individual Certificate of a Class being transferred to a
transferee that takes delivery in the form of a beneficial interest in a Global Certificate of such
Class, the Securities Administrator shall register such transfer if the transferee has provided the
Securities Administrator with a Rule 144A Certificate or comparable evidence as to its QIB status.
(iv) No restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in the Global Certificate of a Class to a transferee that takes
delivery in the form of a beneficial interest in the Global Certificate of such Class; provided that
each such transferee shall be deemed to have made such representations and warranties contained in the
Rule 144A Certificate as are sufficient to establish that it is a QIB.
(e) Subject to Section 5.02(h), an exchange of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate or Certificates of such Class, an exchange of an
Individual Certificate or Certificates of a Class for a beneficial interest in the Global Certificate of
such Class and an exchange of an Individual Certificate or Certificates of a Class for another
Individual Certificate or Certificates of such Class (in each case, whether or not such exchange is made
in anticipation of subsequent transfer, and, in the case of the Global Certificate of such Class, so
long as such Certificate is outstanding and is held by or on behalf of the Depository) may be made only
in accordance with Section 5.02(h), the rules of the Depository and the following:
(i) A holder of a beneficial interest in a Global Certificate of a Class may at
any time exchange such beneficial interest for an Individual Certificate or Certificates of such Class.
(ii) A holder of an Individual Certificate or Certificates of a Class may exchange
such Certificate or Certificates for a beneficial interest in the Global Certificate of such Class if
such holder furnishes to the Securities Administrator a Rule 144A Certificate or comparable evidence as
to its QIB status.
(iii) A holder of an Individual Certificate of a Class may exchange such Certificate
for an equal aggregate principal amount of Individual Certificates of such Class in different authorized
denominations without any certification.
(f) (i) Upon acceptance for exchange or transfer of an Individual Certificate of a
Class for a beneficial interest in a Global Certificate of such Class as provided herein, the Securities
Administrator shall cancel such Individual Certificate and shall (or shall request the Depository to)
endorse on the schedule affixed to the applicable Global Certificate (or on a continuation of such
schedule affixed to the Global Certificate and made a part thereof) or otherwise make in its books and
records an appropriate notation evidencing the date of such exchange or transfer and an increase in the
certificate balance of the Global Certificate equal to the certificate balance of such Individual
Certificate exchanged or transferred therefor.
(ii) Upon acceptance for exchange or transfer of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate of such Class as provided herein, the Securities
Administrator shall (or shall request the Depository to) endorse on the schedule affixed to such Global
Certificate (or on a continuation of such schedule affixed to such Global Certificate and made a part
thereof) or otherwise make in its books and records an appropriate notation evidencing the date of such
exchange or transfer and a decrease in the certificate balance of such Global Certificate equal to the
certificate balance of such Individual Certificate issued in exchange therefor or upon transfer thereof.
(g) The Securities Legend shall be placed on any Individual Certificate issued in exchange
for or upon transfer of another Individual Certificate or of a beneficial interest in a Global
Certificate.
(h) Subject to the restrictions on transfer and exchange set forth in this Section 5.02,
the holder of any Individual Certificate may transfer or exchange the same in whole or in part (in an
initial certificate balance equal to the minimum authorized denomination set forth in Section 5.01(g) or
any integral multiple of $1.00 in excess thereof) by surrendering such Certificate at the Corporate
Trust Office of the Securities Administrator, or at the office of any transfer agent, together with an
executed instrument of assignment and transfer satisfactory in form and substance to the Securities
Administrator in the case of transfer and a written request for exchange in the case of exchange. The
holder of a beneficial interest in a Global Certificate may, subject to the rules and procedures of the
Depository, cause the Depository (or its nominee) to notify the Securities Administrator in writing of a
request for transfer or exchange of such beneficial interest for an Individual Certificate or
Certificates. Following a proper request for transfer or exchange, the Securities Administrator shall,
within five Business Days of such request made at the Corporate Trust Office of the Securities
Administrator, sign, countersign and deliver at the Corporate Trust Office of the Securities
Administrator, to the transferee (in the case of transfer) or holder (in the case of exchange) or send
by first class mail at the risk of the transferee (in the case of transfer) or holder (in the case of
exchange) to such address as the transferee or holder, as applicable, may request, an Individual
Certificate or Certificates, as the case may require, for a like aggregate Fractional Undivided Interest
and in such authorized denomination or denominations as may be requested. The presentation for transfer
or exchange of any Individual Certificate shall not be valid unless made at the Corporate Trust Office
of the Securities Administrator by the registered holder in person, or by a duly authorized
attorney-in-fact.
(i) At the option of the Certificateholders, Certificates may be exchanged for other
Certificates of authorized denominations of a like Class and aggregate Fractional Undivided Interest,
upon surrender of the Certificates to be exchanged at the Corporate Trust Office of the Securities
Administrator; provided, however, that no Certificate may be exchanged for new Certificates unless the
original Fractional Undivided Interest represented by each such new Certificate (i) is at least equal to
the minimum authorized denomination or (ii) is acceptable to the Depositor as indicated to the
Securities Administrator in writing. Whenever any Certificates are so surrendered for exchange, the
Securities Administrator shall sign and countersign and the Securities Administrator shall deliver the
Certificates which the Certificateholder making the exchange is entitled to receive.
(j) If the Securities Administrator so requires, every Certificate presented or
surrendered for transfer or exchange shall be duly endorsed by, or be accompanied by a written
instrument of transfer, with a signature guarantee, in form satisfactory to the Securities
Administrator, duly executed by the holder thereof or his or her attorney duly authorized in writing.
(k) No service charge shall be made for any transfer or exchange of Certificates, but the
Securities Administrator 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.
(l) The Securities Administrator shall cancel all Certificates surrendered for transfer or
exchange but shall retain such Certificates in accordance with its standard retention policy or for such
further time as is required by the record retention requirements of the Exchange Act, and thereafter may
destroy such Certificates.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated
Certificate is surrendered to the Securities Administrator, or the Securities Administrator receives
evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is
delivered to the Securities Administrator such security or indemnity as it may require to save it
harmless, and (iii) the Securities Administrator has not received notice that such Certificate has been
acquired by a third Person, the Securities Administrator shall sign, countersign and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of like tenor and Fractional Undivided Interest but in each case bearing a different number. The
mutilated, destroyed, lost or stolen Certificate shall thereupon be canceled of record by the Securities
Administrator and shall be of no further effect and evidence no rights.
(b) Upon the issuance of any new Certificate under this Section 5.03, the Securities
Administrator 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
Securities Administrator) connected therewith. Any duplicate Certificate issued pursuant to this
Section 5.03 shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if
originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners. Prior to due presentation of a Certificate for
registration of transfer, the Depositor, the Securities Administrator and any agent of the Depositor or
the Securities Administrator 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 6.01 and for
all other purposes whatsoever. Neither the Depositor, the Securities Administrator nor any agent of the
Depositor or the Securities Administrator shall be affected by notice to the contrary. No Certificate
shall be deemed duly presented for a transfer effective on any Record Date unless the Certificate to be
transferred is presented no later than the close of business on the third Business Day preceding such
Record Date.
Section 5.05. Transfer Restrictions on Residual Certificates. (a) Residual Certificates, or
interests therein, may not be transferred without the prior express written consent of the Tax Matters
Person and the Sponsor, which cannot be unreasonably withheld. As a prerequisite to such consent, the
proposed transferee must provide the Tax Matters Person, the Sponsor and the Securities Administrator
with an affidavit that the proposed transferee is a Permitted Transferee (and an affidavit that it is a
U.S. Person, unless, in the case of a Class R Certificate only, the Tax Matters Person and the Sponsor
consent to the transfer to a person who is not a U.S. Person) as provided in Section 5.05(b).
(b) No transfer, sale or other disposition of a Residual Certificate (including a
beneficial interest therein) may be made unless, prior to the transfer, sale or other disposition of a
Residual Certificate, the proposed transferee (including the initial purchasers thereof) delivers to the
Tax Matters Person, the Securities Administrator and the Depositor an affidavit in the form attached
hereto as Exhibit E stating, among other things, that as of the date of such transfer (i) such
transferee is a Permitted Transferee and that (ii) such transferee is not acquiring such Residual
Certificate for the account of any person who is not a Permitted Transferee. The Tax Matters Person
shall not consent to a transfer of a Residual Certificate if it has actual knowledge that any statement
made in the affidavit issued pursuant to the preceding sentence is not true. Notwithstanding any
transfer, sale or other disposition of a Residual Certificate to any Person who is not a Permitted
Transferee, such transfer, sale or other disposition shall be deemed to be of no legal force or effect
whatsoever and such Person shall not be deemed to be a Holder of a Residual Certificate for any purpose
hereunder, including, but not limited to, the receipt of distributions thereon. If any purported
transfer shall be in violation of the provisions of this Section 5.05(b), then the prior Holder thereof
shall, upon discovery that the transfer of such Residual Certificate was not in fact permitted by this
Section 5.05(b), be restored to all rights as a Holder thereof retroactive to the date of the purported
transfer. None of the Securities Administrator, the Tax Matters Person or the Depositor shall be under
any liability to any Person for any registration or transfer of a Residual Certificate that is not
permitted by this Section 5.05(b) or for making payments due on such Residual Certificate to the
purported Holder thereof or taking any other action with respect to such purported Holder under the
provisions of this Agreement so long as the written affidavit referred to above was received with
respect to such transfer, and the Tax Matters Person, the Securities Administrator and the Depositor, as
applicable, had no knowledge that it was untrue. The prior Holder shall be entitled to recover from any
purported Holder of a Residual Certificate that was in fact not a permitted transferee under this
Section 5.05(b) at the time it became a Holder all payments made on such Residual Certificate. Each
Holder of a Residual Certificate, by acceptance thereof, shall be deemed for all purposes to have
consented to the provisions of this Section 5.05(b) and to any amendment of this Agreement deemed
necessary (whether as a result of new legislation or otherwise) by counsel of the Tax Matters Person or
the Depositor to ensure that the Residual Certificates are not transferred to any Person who is not a
Permitted Transferee and that any transfer of such Residual Certificates will not cause the imposition
of a tax upon the Trust or cause any REMIC to fail to qualify as a REMIC.
(c) The Class R-X Certificates (including a beneficial interest therein) and, unless the
Tax Matters Person shall have consented in writing (which consent may be withheld in the Tax Matters
Person's sole discretion), the Class R Certificates (including a beneficial interest therein), may not
be purchased by or transferred to any person who is not a United States Person.
(d) By accepting a Residual Certificate, the purchaser thereof agrees to be a Tax Matters
Person if it is the Holder of the largest percentage interest of such Certificate, and appoints the
Securities Administrator to act on its behalf with respect to all matters concerning the tax obligations
of the Trust.
Section 5.06. Restrictions on Transferability of Certificates. (a) No offer, sale, transfer
or other disposition (including pledge) of any Certificate shall be made by any Holder thereof unless
registered under the Securities Act, or an exemption from the registration requirements of the
Securities Act and any applicable state securities or "Blue Sky" laws is available. Except with respect
to (i) the initial transfer of the Class XP Certificates or Class R-X Certificate on the Closing Date,
(ii) the transfer of any Class of Certificates including the Class R-X Certificate to any NIM Issuer or
any NIM Trustee, or (iii) a transfer of the Class XP Certificates or Class R-X Certificate to the
Depositor or any Affiliate of the Depositor, in the event that a transfer of a Certificate which is a
Physical Certificate is to be made in reliance upon an exemption from the Securities Act and applicable
state securities laws, in order to assure compliance with the Securities Act and such laws, and the
prospective transferee (other than the Depositor) of such Certificate signs and delivers to the
Securities Administrator an Investment Letter, if the transferee is an Institutional Accredited
Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is
a QIB, in the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of the immediately
preceding sentence, no restrictions shall apply with respect to the transfer or registration of transfer
of a beneficial interest in any Certificate that is a Global Certificate of a Class to a transferee that
takes delivery in the form of a beneficial interest in the Global Certificate of such Class provided
that each such transferee shall be deemed to have made such representations and warranties contained in
the Rule 144A Certificate as are sufficient to establish that it is a QIB. In the case of a proposed
transfer of any Certificate to a transferee other than a QIB, the Securities Administrator may require
an Opinion of Counsel addressed to the Securities Administrator that such transaction is exempt from the
registration requirements of the Securities Act. The cost of such opinion shall not be an expense of
the Securities Administrator or the Trust Fund.
(b) The Private Certificates shall each bear a Securities Legend.
Section 5.07. ERISA Restrictions. (a) Subject to the provisions of subsection (b), no
Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf
of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA or
Section 4975 of the Code (a "Plan"), or by a person using "plan assets" of a Plan, unless the proposed
transferee provides the Securities Administrator, with an Opinion of Counsel addressed to the Master
Servicer, the Trustee and the Securities Administrator (upon which they may rely) that is satisfactory
to the Securities Administrator, which opinion will not be at the expense of the Master Servicer, the
Trustee or the Securities Administrator, that the purchase of such Certificates by or on behalf of such
Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master
Servicer, the Trustee or the Securities Administrator to any obligation in addition to those undertaken
in the Agreement.
(b) Unless such Person has provided an Opinion of Counsel in accordance with Section
5.07(a), any Person acquiring an interest in a Global Certificate which is a Private Certificate, by
acquisition of such Certificate, shall be deemed to have represented to the Securities Administrator,
and any Person acquiring an interest in a Private Certificate in definitive form shall represent in
writing to the Securities Administrator, that it is not acquiring an interest in such Certificate
directly or indirectly by, or on behalf of, or with "plan assets" of, an employee benefit plan or other
retirement arrangement which is subject to Title I of ERISA and/or Section 4975 of the Code.
(c) Each beneficial owner of a Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2, Class
II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5, Class II-B-6, Class II-B-7. Class
II-B-8, Class III-B-1, Class III-B-2 or Class III-B-3 Certificate or any interest therein shall be
deemed to have represented, by virtue of its acquisition or holding of that certificate or interest
therein, that either (i) such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P or
Xxxxx'x, (ii) such beneficial owner is not a Plan or investing with "plan assets" of any Plan, or (iii)
(1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or
interest therein is an "insurance company general account," as such term is defined in Prohibited
Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in Sections I and III of PTCE 95-60
have been satisfied.
(d) Neither the Master Servicer nor the Securities Administrator will be required to
monitor, determine or inquire as to compliance with the transfer restrictions with respect to the Global
Certificates. Any attempted or purported transfer of any Certificate in violation of the provisions of
Sections (a), (b) or (c) above shall be void ab initio and such Certificate shall be considered to have
been held continuously by the prior permitted Certificateholder. Any transferor of any Certificate in
violation of such provisions, shall indemnify and hold harmless the Securities Administrator and the
Master Servicer from and against any and all liabilities, claims, costs or expenses incurred by the
Securities Administrator or the Master Servicer as a result of such attempted or purported transfer.
The Securities Administrator shall have no liability for transfer of any such Global Certificates in or
through book-entry facilities of any Depository or between or among Depository Participants or
Certificate Owners made in violation of the transfer restrictions set forth herein.
Section 5.08. Rule 144A Information. For so long as any Private Certificates are
outstanding, (1) the Sponsor will provide or cause to be provided to any holder of such Private
Certificates and any prospective purchaser thereof designated by such a holder, upon the request of such
holder or prospective purchaser, the information required to be provided to such holder or prospective
purchaser by Rule 144A(d)(4) under the Securities Act; and (2) the Sponsor shall update such information
from time to time in order to prevent such information from becoming false and misleading and will take
such other actions as are necessary to ensure that the safe harbor exemption from the registration
requirements of the Securities Act under Rule 144A is and will be available for resales of such Private
Certificates conducted in accordance with Rule 144A.
ARTICLE VI
Payments to Certificateholders
Section 6.01. Distributions on the Group I Certificates. (a) On each Distribution Date,
with respect to Loan Group I, an amount equal to the Interest Funds and Principal Funds for such
Distribution Date shall be withdrawn by the Securities Administrator from the Distribution Account in
respect of Loan Group I to the extent of funds on deposit therein and distributed in the following order
of priority:
First, Interest Funds will be distributed, in the following manner and order of priority:
1. From Interest Funds in respect of Sub-Loan Group I-1, to the Class I-1A-1
Certificates and the Class I-1A-2 Certificates, the Current Interest and then any Interest
Carry-Forward Amount for each such Class, on a pro rata basis based on the Current Interest and
Interest Carry-Forward Amount owed to each such Class, (b) from Interest Funds in respect of
Sub-Loan Group I-2, to the Class I-2A-1 Certificates and the Class I-2A-2 Certificates, the
Current Interest and then any Interest Carry-Forward Amount for each such Class, on a pro rata
basis based on the Current Interest and Interest Carry-Forward Amount owed to each such Class,
and (c) from Interest Funds in respect of Sub-Loan Group I-3, to the Class I-3A-1 Certificates
and the Class I-3A-2 Certificates, the Current Interest and then any Interest Carry-Forward
Amount for each such Class, on a pro rata basis based on the Current Interest and Interest
Carry-Forward Amount owed to each such Class;
2. From remaining Interest Funds, to the Class I-M-1, Class I-M-2, Class I-B-1,
Class I-B-2 and Class I-B-3 Certificates, sequentially, in that order, the Current Interest for
each such Class;
3. Any Excess Spread, to the extent necessary to cause the Overcollateralization
Amount to equal to the Overcollateralization Target Amount, will be the Extra Principal
Distribution Amount and will be included as part of the Principal Distribution Amount and
distributed in accordance with second (A) and (B) below; and
4. Any Remaining Excess Spread will be applied, together with the
Overcollateralization Release Amount, as Excess Cashflow pursuant to clauses Third through
Thirteenth below.
On any Distribution Date, any shortfalls resulting from the application of the Relief Act and
any Prepayment Interest Shortfalls to the extent not covered by Compensating Interest Payments will be
allocated as set forth in the definition of Current Interest herein.
Second, to pay as principal on the Certificates entitled to payments of principal, in the
following order of priority:
(A) For each Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger
Event is in effect, from Principal Funds and the Extra Principal Distribution Amount for such
Distribution Date:
1. (a) With respect to Sub-Loan Group I-1, to the Class I-1A-1 Certificates and
the Class I-1A-2 Certificates, on a pro rata basis in accordance with their respective
Certificate Principal Balances, an amount equal to Sub-Group I-1A Principal Distribution Amount
until the Certificate Principal Balances of each such class thereof are reduced to zero, (b)
with respect to Sub-Loan Group I-2, to the Class I-2A-1 Certificates and the Class I-2A-2
Certificates, on a pro rata basis in accordance with their respective Certificate Principal
Balances, an amount equal to the Sub-Group I-2A Principal Distribution Amount until the
Certificate Principal Balance of each such class thereof are reduced to zero, and (c) with
respect to Sub-Loan Group I-3, to the Class I-3A-1 Certificates and the Class I-3A-2
Certificates, on a pro rata basis in accordance with their respective Certificate Principal
Balances, an amount equal to the Sub-Group I-3A Principal Distribution Amount until the
Certificate Principal Balances of each such Class thereof are reduced to zero;
2. To the Class I-M-1 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero;
3. To the Class I-M-2 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero;
4. To the Class I-B-1 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero;
5. To the Class I-B-2 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero; and
6. To the Class I-B-3 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero.
(B) For each Distribution Date on or after the Stepdown Date, so long as a Trigger Event
is not in effect, from Principal Funds and the Extra Principal Distribution Amount for such
Distribution Date:
1. (a) With respect to Sub-Loan Group I-1, to the Class I-1A-1 Certificates
and the Class I-1A-2 Certificates, on a pro rata basis in accordance with their respective
Certificate Principal Balances, an amount equal to the Class I-1A Principal Distribution Amount
until the Certificate Principal Balances of each such Class thereof are reduced to zero, (b)
with respect to Sub-Loan Group I-2, to the Class I-2A-1 Certificates and the Class I-2A-2
Certificates, on a pro rata basis in accordance with their respective Certificate Principal
Balance, an amount equal to the Class I-2A Principal Distribution Amount until the Certificate
Principal Balance of each such Class thereof are reduced to zero, and (c) with respect to
Sub-Loan Group I-3, to the Class I-3A-1 Certificates and the Class I-3A-2 Certificates, on a
pro rata basis in accordance with their respective Certificate Principal Balance, an amount
equal to the Class I-3A Principal Distribution Amount until the Certificate Principal Balances
of each such Class thereof are reduced to zero;
2. To the Class I-M-1 Certificates, from any remaining Principal Distribution
Amount, the Class I-M-1 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero;
3. To the Class I-M-2 Certificates, from any remaining Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero;
4. To the Class I-B-1 Certificates, from any remaining Principal Distribution
Amount, the Class I-B-1 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero;
5. To the Class I-B-2 Certificates, from any remaining Principal Distribution
Amount, the Class I-B-2 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero; and
6. To the Class I-B-3 Certificates, from any remaining Principal Distribution
Amount, the Class I-B-3 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero.
(C) Notwithstanding the provisions of clauses Second (A) and (B) above, if on any
Distribution Date the Certificates in a Sub-Loan Group of Loan Group I are no longer
outstanding, the portion of Sub-Group I-1A Principal Distribution Amount, the Sub-Group I-2A
Principal Distribution Amount, Sub-Group I-3A Principal Distribution Amount, Class I-1A
Principal Distribution Amount, Class I-2A Principal Distribution Amount, or Class I-3A
Principal Distribution Amount, as applicable, otherwise allocable to such Sub-Loan Group will
be allocated to the other Sub-Loan Groups with outstanding certificates, on a pro rata basis,
in accordance with such Sub-Loan Group's aggregate Certificate Balance, and will be distributed
between the Certificates in such other Sub-Loan Group in the manner set forth in Second (A) or
(B) above, as applicable, until the Certificate Principal Balance of each such Class is reduced
to zero.
Third, from any remaining Excess Cashflow, the following amounts to each Class of Class I-A
Certificates, on a pro rata basis in accordance with the respective amounts owed to each such Class: (a)
any Interest Carry Forward Amount to the extent not paid pursuant to clause First 1 above and then (b)
any Unpaid Realized Loss Amount, in each case for each such Class for such Distribution Date;
Fourth, from any remaining Excess Cashflow, the following amounts to the Class I-M-1
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Fifth, from any remaining Excess Cashflow, the following amounts to the Class I-M-2
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Sixth, from any remaining Excess Cashflow, the following amounts to the Class I-B-1
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Seventh, from any remaining Excess Cashflow, the following amounts to the Class I-B-2
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Eighth, from any remaining Excess Cashflow, the following amounts to the Class I-B-3
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Ninth, from any remaining Excess Cashflow, to each Class of Class I-A Certificates, any Basis
Risk Shortfall Carryforward Amount (remaining unpaid after payments are made under the related Cap
Contracts) for each such Class for such Distribution Date, pro rata, based on the Basis Risk Shortfall
and Basis Risk Shortfall Carry Forward Amount owed to each such Class;
Tenth, from any remaining Excess Cashflow, to the Class I-M-1, Class I-M-2, Class I-B-1, Class
I-B-2 and Class I-B-3 Certificates, in that order, any Basis Risk Shortfall Carryforward Amount
(remaining unpaid after payments are made under the related Cap Contracts), in each case for such Class
for such Distribution Date;
Eleventh, from any remaining Excess Cashflow, to the Class B-IO Certificates, the Class B-IO
Distribution Amount for such Distribution Date;
Twelfth, from any remaining Excess Cashflow, to the Class B-IO Certificates, any unreimbursed
Class B-IO Advances; and
Thirteenth, any remaining amounts to the Class R Certificates.
All payments of amounts in respect of Basis Risk Shortfalls or Basis Risk Shortfall
Carryforward Amounts made pursuant to the provisions of this paragraph (a) shall, for federal income tax
purposes, be deemed to have been distributed from REMIC VII to the holders of the Class B-IO
Certificates, and then paid outside of any 2006-4 REMIC to the recipients thereof pursuant to an
interest rate cap contract. By accepting their Certificates the holders of the Certificates agree so to
treat such payments for purposes of filing their income tax returns.
(b) On each Distribution Date, the related Cap Contract Payment Amount with respect to
such Payment Date shall be distributed in the following order of priority, in each case to the extent of
amounts available:
(i) first, to the holders of the related Class or Classes of Certificates, the
payment of any Basis Risk Shortfall Carry Forward Amount for such Distribution Date;
(ii) second, from any remaining amounts, the payment of an amount equal to any
Current Interest and Interest Carry Forward Amount for the related Class or Classes of Certificates to
the extent not covered by Interest Funds or Excess Cashflow on such Distribution Date;
(iii) third, from any remaining amounts, available from the Cap Contracts relating
to the Class I-A Certificates, to the Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3
Certificates, in that order, to the extent not paid pursuant to clauses (i) or (ii) above; and
(iv) fourth, to the Class B-IO Certificates, any remaining amount.
On each Distribution Date, amounts on deposit in the Reserve Fund held for the benefit of the
Group I Offered Certificates and the Class I-B-3 Certificates will be allocated first to the Class I-A
Certificates, pro rata, based on the current Realized Losses and any Unpaid Realized Loss Amount for
each such Class for such Distribution Date, and then to the Class I-M-1, Class I-M-2, Class I-B-1, Class
I-B-2 and Class I-B-3 Certificates, in that order, to pay any current Realized Losses and any Unpaid
Realized Loss Amount, in each case, for such Class and for such Distribution Date to the extent not
covered by Excess Cashflow on such Distribution Date.
All Cap Contract Payment Amounts made with respect to Current Interest and Interest Carry
Forward Amounts will be treated, for federal income tax purposes, as reimburseable advances ("Class B-IO
Advances") made from the holder of the Class B-IO Certificates. Such Class B-IO Advances will be paid
back to the holder of the Class B-IO Certificate pursuant to Section 6.01(a).
(c) On each Distribution Date, all amounts transferred from the Class XP Reserve Account
representing Prepayment Charges in respect of the Prepayment Charge Loans with respect to the Group I
Mortgage Loans received during the related Prepayment Period will be withdrawn from the Distribution
Account and distributed by the Securities Administrator to the Holders of the Class I-XP Certificates
and shall not be available for distribution to the Holders of any other Class of Certificates.
(d) The expenses and fees of the Trust shall be paid by each of the 2006-4 REMICs, to the
extent that such expenses relate to the assets of each of such respective 2006-4 REMICs, and all other
expenses and fees of the Trust shall be paid pro rata by each of the 2006-4 REMICs.
Section 6.02. Distributions on the Group II Certificates and the Group III Certificates.
(i) (a) Interest and principal (as applicable) on the Group II Certificates of each Certificate Group
will be distributed by the Securities Administrator monthly on each Distribution Date, commencing in
July 2006, in an amount equal to the Available Funds for the related Sub-Loan Group on deposit in the
Distribution Account in respect of each Sub-Loan Group in Loan Group II for such Distribution Date. On
each Distribution Date, the Available Funds for each Sub-Loan Group in Loan Group II on deposit in the
Distribution Account shall be distributed as follows:
(A) on each Distribution Date, the Available Funds for Sub-Loan Group II-1 will be
distributed to the Class II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates as follows:
first, to the Class II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates, the Accrued
Certificate Interest on such Classes for such Distribution Date, pro rata, based on
the Accrued Certificate Interest owed to each such Class;
second, to the Class II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, pro rata, based on the undistributed Accrued Certificate Interest
owed to each such Class, to the extent of remaining Available Funds for Sub-Loan Group
II-1; and
third, to the Class II-1A-1 Certificates and the Class II-1A-2 Certificates, in
reduction of the Certificate Principal Balance of each such Class, the Senior Optimal
Principal Amount with respect to the Sub-Loan Group II-1 Certificates for such
Distribution Date, pro rata, based on the Certificate Principal Balance of each such
Class, to the extent of remaining Available Funds for Sub-Loan Group II-1, until the
Certificate Principal Balance of each such Class has been reduced to zero.
(B) on each Distribution Date, the Available Funds for Sub-Loan Group II-2 will be
distributed to the Class II-2A-1, Class II-2A-2, Class II-2X-1 and Class II-2X-2 Certificates
as follows:
first, to the Class II-2A-1, Class II-2A-2, Class II-2X-1 and Class II-2X-2
Certificates, the Accrued Certificate Interest on such Classes for such Distribution
Date, pro rata, based on the Accrued Certificate Interest owed to each such Class;
second, to the Class II-2A-1, Class II-2A-2, Class II-2X-1 and Class II-2X-2
Certificates, any Accrued Certificate Interest thereon remaining undistributed from
previous Distribution Dates, pro rata, based on the undistributed Accrued Certificate
Interest owed to each such Class, to the extent of remaining Available Funds for
Sub-Loan Group II-2; and
third, to the Class II-2A-1 Certificates and the Class II-2A-2 Certificates, in
reduction of the Certificate Principal Balance of each such Class, the Senior Optimal
Principal Amount with respect to the Sub-Loan Group II-2 Certificates for such
Distribution Date, pro rata, based on the Certificate Principal Balance of each such
Class, to the extent of remaining Available Funds for Sub-Loan Group II-2, until the
Certificate Principal Balance of each such Class has been reduced to zero.
(C) on each Distribution Date, the Available Funds for Sub-Loan Group II-3 will be
distributed to the Class II-3A-1, Class II-3A-2, Class II-3A-3, Class II-3A-4, Class II-3A-5,
Class II-3X-1 and Class II-3X-2 Certificates as follows:
first, to the Class II-3A-1, the Class II-3A-2, Class II-3A-3, Class II-3A-4, Class
II-3A-5, Class II-3X-1 and Class II-3X-2 Certificates, the Accrued Certificate
Interest on such Classes for such Distribution Date, pro rata, based on the Accrued
Certificate Interest owed to each such Class;
second, to the Class II-3A-1, Class II-3A-2, Class II-3A-3, Class II-3A-4, Class
II-3A-5, Class II-3X-1 and Class II-3X-2 Certificates, any Accrued Certificate
Interest thereon remaining undistributed from previous Distribution Dates, pro rata,
based on the undistributed Accrued Certificate Interest owed to each such Class, to
the extent of remaining Available Funds for Sub-Loan Group II-3; and
third, concurrently and pro rata (i) first to the Class II-3A-1 Certificates, the
Class II-3A-2 Certificates, Class II-3A-3 Certificates and Class II-3A-4 Certificates
sequentially, in that order, and (ii) to the Class II-3A-5 Certificates, in each case,
in reduction of the Certificate Principal Balance of each such Class, the Senior
Optimal Principal Amount with respect to the Sub-Loan Group II-3 Certificates for such
Distribution Date, based on the Certificate Principal Balance of each such Class, as
applicable, to the extent of remaining Available Funds for Sub-Loan Group II-3, until
the Certificate Principal Balance of each such Class has been reduced to zero.
(D) Except as provided in clauses (E) and (F) below, on each Distribution Date on or prior
to the Group II Cross-Over Date, an amount equal to the sum of any remaining Available Funds
for all Loan Groups in Loan Group II after the distributions in clauses (A) through (C) above
will be distributed sequentially, in the following order, to the Class II-B-1, Class II-B-2,
Class II-B-3, Class II-B-4, Class II-B-5, Class II-B-6, Class II-B-7, Class II-B-8, Class
II-B-9, Class II-B-10 and Class II-B-11 Certificates, in each case up to an amount equal to and
in the following order: (a) the Accrued Certificate Interest thereon for such Distribution
Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each
case, to the extent of remaining Available Funds for all Sub-Loan Groups in Loan Group II.
(E) On each Distribution Date prior to the Group II Cross-Over Date, but after the
reduction of the aggregate Certificate Principal Balance of the Group II Senior Certificates in
any Certificate Group to zero, the remaining Certificate Groups related to the Group II
Mortgage Loans will be entitled to receive in reduction of their Certificate Principal
Balances, pro rata based upon aggregate Certificate Principal Balance of the Senior
Certificates in each Certificate Group related to the Group II Mortgage Loans immediately prior
to such Distribution Date, in addition to any Principal Prepayments related to such remaining
Group II Senior Certificates' respective Sub-Loan Group allocated to such Senior Certificates,
100% of the Principal Prepayments on any Group II Mortgage Loan in the Sub-Loan Group or
Sub-Loan Groups relating to any fully paid Certificate Group. Such amounts allocated to Group
II Senior Certificates shall be treated as part of the Available Funds for the related Sub-Loan
Group and distributed as part of the related Senior Optimal Distribution Amount in accordance
with priority third in clauses (A) through (C) above, as applicable, in reduction of the
Certificate Principal Balances thereof. Notwithstanding the foregoing, if (i) the weighted
average of the Subordinate Percentages for each Sub-Loan Group in Loan Group II on such
Distribution Date equals or exceeds two times the initial weighted average of the Subordinate
Percentages for each Sub-Loan Group in Loan Group II and (ii) the aggregate Stated Principal
Balance of the Group II Mortgage Loans Delinquent 60 days or more (including for this purpose
any such Mortgage Loans in foreclosure and Group II Mortgage Loans with respect to which the
related Mortgaged Property has been acquired by the Trust), averaged over the last six months,
as a percentage of the aggregate Certificate Principal Balance of the Group II Subordinate
Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to
the Certificates in accordance with this clause will not be made and 100% of the Principal
Prepayments on any Group II Mortgage Loan in the Sub-Loan Group relating to the fully paid
Certificate Group or Certificate Groups related to the Group II Mortgage Loans will be
allocated to the Group II Subordinate Certificates.
(F) For any Undercollateralized Certificate Group on any Distribution Date prior to the
Group II Cross-Over Date, (i) 100% of amounts otherwise allocable to the Group II Subordinate
Certificates in respect of principal will be distributed to the Group II Senior Certificates of
such Undercollateralized Certificate Group on a pro rata basis in accordance with their
respective Certificate Principal Balances in reduction of the Certificate Principal Balances
thereof, until the aggregate Certificate Principal Balance of such Group II Senior Certificates
is an amount equal to the aggregate Stated Principal Balance of the Group II Mortgage Loans in
the related Sub-Loan Group and (ii) the Accrued Certificate Interest otherwise allocable to the
Group II Subordinate Certificates on such Distribution Date will be reduced and distributed to
such Group II Senior Certificates, to the extent of any amount due and unpaid on such Group II
Senior Certificates, in an amount equal to one month's interest at a rate equal to the related
Pass-Through Rate for such Distribution Date on the related Undercollateralized Amount. Any
such reduction in the Accrued Certificate Interest on the Group II Subordinate Certificates
will be allocated in reverse order of their respective numerical designations, commencing with
the Class II-B-11 Certificates. If there exists more than one Undercollateralized Certificate
Group on a Distribution Date, amounts distributable to such Undercollateralized Certificate
Groups pursuant to this clause will be allocated between such Undercollateralized Certificate
Groups, pro rata, based upon their respective Undercollateralized Amounts.
(G) If, after distributions have been made pursuant to priorities first and second
of clauses (A) through (C) above on any Distribution Date, the remaining Available Funds for
any Sub-Loan Group in Loan Group II is less than the Senior Optimal Principal Amount for that
Sub-Loan Group, the Senior Optimal Principal Amount for such Sub-Loan Group shall be reduced by
that amount, and the remaining Available Funds for such Sub-Loan Group will be distributed as
principal among the related Classes of Group II Senior Certificates on a pro rata basis in
accordance with their respective Certificate Principal Balances.
(H) On each Distribution Date, any Available Funds remaining after payment of interest and
principal to the Classes of Certificates entitled thereto, will be distributed to the Class R
Certificates; provided that if on any Distribution Date there are any Available Funds for any
Sub-Loan Group in Loan Group II remaining after payment of interest and principal to a Class or
Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes
of Group II Senior Certificates, pro rata, based upon their Certificate Principal Balances,
until all amounts due to all Classes of Group II Senior Certificates have been paid in full and
then to any Group II Subordinate Certificates (unless otherwise described herein), before any
Available Funds are distributed in accordance with this clause to the Class R Certificates.
(b) No Accrued Certificate Interest will be payable with respect to any Class of
Certificates after the Distribution Date on which the Certificate Principal Balance of such Certificate
has been reduced to zero.
(c) If on any Distribution Date the Available Funds for the Group II Senior Certificates
in any Certificate Group is less than the Accrued Certificate Interest on the related Senior
Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest
portion of Realized Losses, the shortfall will be allocated to the holders of the Class of Senior
Certificates in such Certificate Group on a pro rata basis in accordance with the amount of Accrued
Certificate Interest for that Distribution Date absent such shortfalls. In addition, the amount of any
interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to
holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution
Dates, to the extent of the applicable Available Funds after current interest distributions as required
herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments
will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise,
except to the extent of applicable Compensating Interest Payments.
(d) The expenses and fees of the Trust shall be paid by each of the 2006-4 REMICs, to the
extent that such expenses relate to the assets of each of such respective 2006-4 REMICs, and all other
expenses and fees of the Trust shall be paid pro rata by each of the 2006-4 REMICs.
(e) On each Distribution Date, all amounts transferred from the Class XP Reserve Account
representing Prepayment Charges in respect of the Prepayment Charge Loans with respect to the Group II
Mortgage Loans received during the related Prepayment Period will be withdrawn from the Distribution
Account and distributed by the Securities Administrator to the Holders of the Class II-XP Certificates
and shall not be available for distribution to the Holders of any other Class of Certificates.
(A) on each Distribution Date, the Available Funds for Sub-Loan Group III-1 will be
distributed to the Class III-1A-1 Certificates and Class III-1A-2 Certificates as follows:
first, to the Class III-1A-1 Certificates and Class III-1A-2 Certificates, the Accrued
Certificate Interest on such Classes for such Distribution Date, pro rata, based on
the Accrued Certificate Interest owed to each such Class;
second, to the Class III-1A-1 Certificates and Class III-1A-2 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, pro rata, based on the undistributed Accrued Certificate Interest
owed to each such Class, to the extent of remaining Available Funds for Sub-Loan Group
III-1; and
third, to the Class III-1A-1 Certificates and the Class III-1A-2 Certificates, in
reduction of the Certificate Principal Balance of each such Class, the Senior Optimal
Principal Amount with respect to the Sub-Loan Group III-1 Certificates for such
Distribution Date, pro rata, based on the Certificate Principal Balance of each such
Class, to the extent of remaining Available Funds for Sub-Loan Group III-1, until the
Certificate Principal Balance of each such Class has been reduced to zero.
(B) on each Distribution Date, the Available Funds for Sub-Loan Group III-2 will be
distributed to the Class III-2A-1 Certificates Class III-2A-2 Certificates as follows:
first, to the Class III-2A-1 Certificates and Class III-2A-2 Certificates, the Accrued
Certificate Interest on such Classes for such Distribution Date, pro rata, based on
the Accrued Certificate Interest owed to each such Class;
second, to the Class III-2A-1 Certificates and Class III-2A-2 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, pro rata, based on the undistributed Accrued Certificate Interest
owed to each such Class, to the extent of remaining Available Funds for Sub-Loan Group
III-2; and
third, to the Class III-2A-1 Certificates and the Class III-2A-2 Certificates, in
reduction of the Certificate Principal Balance of each such Class, the Senior Optimal
Principal Amount with respect to the Sub-Loan Group III-2 Certificates for such
Distribution Date, pro rata, based on the Certificate Principal Balance of each such
Class, to the extent of remaining Available Funds for Sub-Loan Group III-2, until the
Certificate Principal Balance of each such Class has been reduced to zero.
(C) on each Distribution Date, the Available Funds for Sub-Loan Group III-3 will be
distributed to the Class III-3A-1, Class III-3A-2, Class III-3A-3, Class III-3A-4, Class
III-3X-1 and Class III-3X-2 Certificates as follows:
first, to the Class III-3A-1, Class III-3A-2, Class III-3A-3, Class III-3A-4, Class
III-3X-1 and Class III-3X-2 Certificates, the Accrued Certificate Interest on such
Classes for such Distribution Date, pro rata, based on the Accrued Certificate
Interest owed to each such Class;
second, to the Class III-3A-1, Class III-3A-2, Class III-3A-3, Class III-3A-4, Class
III-3X-1 and Class III-3X-2 Certificates, any Accrued Certificate Interest thereon
remaining undistributed from previous Distribution Dates, pro rata, based on the
undistributed Accrued Certificate Interest owed to each such Class, to the extent of
remaining Available Funds for Sub-Loan Group III-3; and
third, concurrently and pro rata (i) to the Class III-3A-1, Class III-3A-2 and Class
III-3A-3 Certificates sequentially, in that order, and (ii) to the Class III-3A-4
Certificate, in each case in reduction of the Certificate Principal Balance of each
such Class, the Senior Optimal Principal Amount with respect to the Sub-Loan Group
III-3 Certificates for such Distribution Date, based on the Certificate Principal
Balance of each such Class, as applicable, to the extent of remaining Available Funds
for Sub-Loan Group III-3, until the Certificate Principal Balance of each such
Class has been reduced to zero.
(D) Except as provided in clauses (E) and (F) below, on each Distribution Date on or prior
to the Group III Cross-Over Date, an amount equal to the sum of any remaining Available Funds
for all Loan Groups in Loan Group II after the distributions in clauses (A) through (C) above
will be distributed sequentially, in the following order, to the Class III-B-1, Class III-B-2,
Class III-B-3, Class III-B-4, Class III-B-5 and Class III-B-6 Certificates, in each case up to
an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for
such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed
from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution
Date, in each case, to the extent of remaining Available Funds for all Sub-Loan Groups in Loan
Group III.
(E) On each Distribution Date prior to the Group III Cross-Over Date, but after
the reduction of the aggregate Certificate Principal Balance of the Group III Senior
Certificates in any Certificate Group to zero, the remaining Certificate Groups related to the
Group III Mortgage Loans will be entitled to receive in reduction of their Certificate
Principal Balances, pro rata based upon aggregate Certificate Principal Balance of the Senior
Certificates in each Certificate Group related to the Group III Mortgage Loans immediately
prior to such Distribution Date, in addition to any Principal Prepayments related to such
remaining Group III Senior Certificates' respective Sub-Loan Group allocated to such Senior
Certificates, 100% of the Principal Prepayments on any Group III Mortgage Loan in the Sub-Loan
Group or Sub-Loan Groups relating to any fully paid Certificate Group. Such amounts allocated
to Group III Senior Certificates shall be treated as part of the Available Funds for the
related Sub-Loan Group and distributed as part of the related Senior Optimal Distribution
Amount in accordance with priority third in clauses (A) through (C) above, as applicable, in
reduction of the Certificate Principal Balances thereof. Notwithstanding the foregoing, if (i)
the weighted average of the Subordinate Percentages for each Sub-Loan Group in Loan Group III
on such Distribution Date equals or exceeds two times the initial weighted average of the
Subordinate Percentages for each Sub-Loan Group in Loan Group III and (ii) the aggregate Stated
Principal Balance of the Group III Mortgage Loans Delinquent 60 days or more (including for
this purpose any such Mortgage Loans in foreclosure and Group III Mortgage Loans with respect
to which the related Mortgaged Property has been acquired by the Trust), averaged over the last
six months, as a percentage of the aggregate Certificate Principal Balance of the Group III
Subordinate Certificates does not exceed 100%, then the additional allocation of Principal
Prepayments to the Certificates in accordance with this clause will not be made and 100% of the
Principal Prepayments on any Group III Mortgage Loan in the Sub-Loan Group relating to the
fully paid Certificate Group or Certificate Groups related to the Group III Mortgage Loans will
be allocated to the Group III Subordinate Certificates.
(F) For any Undercollateralized Certificate Group on any Distribution Date prior to the
Group III Cross-Over Date, (i) 100% of amounts otherwise allocable to the Group III Subordinate
Certificates in respect of principal will be distributed to the Group III Senior Certificates
of such Undercollateralized Certificate Group on a pro rata basis in accordance with their
respective Certificate Principal Balances in reduction of the Certificate Principal Balances
thereof, until the aggregate Certificate Principal Balance of such Group III Senior
Certificates is an amount equal to the aggregate Stated Principal Balance of the Group III
Mortgage Loans in the related Sub-Loan Group and (ii) the Accrued Certificate Interest
otherwise allocable to the Group III Subordinate Certificates on such Distribution Date will be
reduced and distributed to such Group III Senior Certificates, to the extent of any amount due
and unpaid on such Group III Senior Certificates, in an amount equal to one month's interest at
a rate equal to the related Pass-Through Rate for such Distribution Date on the related
Undercollateralized Amount. Any such reduction in the Accrued Certificate Interest on the
Group III Subordinate Certificates will be allocated in reverse order of their respective
numerical designations, commencing with the Class III-B-6 Certificates. If there exists more
than one Undercollateralized Certificate Group on a Distribution Date, amounts distributable to
such Undercollateralized Certificate Groups pursuant to this clause will be allocated between
such Undercollateralized Certificate Groups, pro rata, based upon their respective
Undercollateralized Amounts.
(G) If, after distributions have been made pursuant to priorities first and second
of clauses (A) through (C) above on any Distribution Date, the remaining Available Funds for
any Sub-Loan Group in Loan Group III is less than the Senior Optimal Principal Amount for that
Sub-Loan Group, the Senior Optimal Principal Amount for such Sub-Loan Group shall be reduced by
that amount, and the remaining Available Funds for such Sub-Loan Group will be distributed as
principal among the related Classes of Group III Senior Certificates on a pro rata basis in
accordance with their respective Certificate Principal Balances.
(H) On each Distribution Date, any Available Funds remaining after payment of interest and
principal to the Classes of Certificates entitled thereto, will be distributed to the Class R
Certificates; provided that if on any Distribution Date there are any Available Funds for any
Sub-Loan Group in Loan Group III remaining after payment of interest and principal to a
Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other
Classes of Group III Senior Certificates, pro rata, based upon their Certificate Principal
Balances, until all amounts due to all Classes of Group III Senior Certificates have been paid
in full based upon their respective Certificate Principal Balances, until all amounts due to
all classes of Group II Senior Certificates have been paid in full and then to any Group III
Subordinate Certificates (unless otherwise described herein), before any Available Funds are
distributed in accordance with this clause to the Class R Certificates.
(ii)(a) No Accrued Certificate Interest will be payable with respect to any Class of
Certificates after the Distribution Date on which the Certificate Principal Balance of such Certificate
has been reduced to zero.
(b) If on any Distribution Date the Available Funds for the Group III Senior Certificates
in any Certificate Group is less than the Accrued Certificate Interest on the related Senior
Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest
portion of Realized Losses, the shortfall will be allocated to the holders of the Class of Senior
Certificates in such Certificate Group on a pro rata basis in accordance with the amount of Accrued
Certificate Interest for that Distribution Date absent such shortfalls. In addition, the amount of any
interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to
holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution
Dates, to the extent of the applicable Available Funds after current interest distributions as required
herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments
will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise,
except to the extent of applicable Compensating Interest Payments.
(c) The expenses and fees of the Trust shall be paid by each of the 2006-4 REMICs, to the
extent that such expenses relate to the assets of each of such respective 2006-4 REMICs, and all other
expenses and fees of the Trust shall be paid pro rata by each of the 2006-4 REMICs.
Section 6.03. Allocation of Losses and Subsequent Recoveries on the Group I Certificates.
(a) On or prior to each Determination Date, the Master Servicer shall determine the amount of any
Realized Loss in respect of each Group I Mortgage Loan that occurred during the immediately preceding
calendar month, based on information provided by the related Servicer. Any Realized Losses with respect
to the Group I Mortgage Loans shall be applied on each Distribution Date after the distributions
provided for in Section 6.01, in reduction of the Certificate Principal Balance of the Class or Classes
of Group I Certificates to the extent provided in the definition of Applied Realized Loss Amount.
(b) In addition, in the event that the Master Servicer or the Securities
Administrator receives any Subsequent Recoveries from a Servicer, the Master Servicer shall deposit such
funds into the Distribution Account pursuant to Section 4.01(c)(ii). If, after taking into account such
Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent
Recoveries will be applied to increase the Certificate Principal Balance of the Class of Group I
Certificates with the highest payment priority to which Applied Realized Loss Amounts have been
allocated, but not by more than the amount of Applied Realized Loss Amounts previously allocated to that
Class of Group I Certificates. The amount of any remaining Subsequent Recoveries first will be applied
to sequentially increase the Certificate Principal Balance of the Group I Certificates, with respect to
Sub-Loan Group I-1, beginning with the Class I-1A-1 Certificates and then the Class I-1A-2 Certificates,
with respect to Sub-Loan Group I-2, beginning with the Class I-2A-1 Certificates and then the Class
I-2A-2, with respect to Sub-Loan Group I-3, beginning with the Class I-3A-1 Certificates and then the
Class I-3A-2 Certificates, and then any remaining Subsequent Recoveries will be applied to the Group I
Subordinate Certificates starting with the Group I Subordinate Certificate with the highest payment
priority, in each case, up to the amount of such Applied Realized Loss Amount, to the extent not covered
by Excess Spread and Overcollateralization, previously allocated to such Class or Classes.
Notwithstanding the foregoing, any Subsequent Recoveries will be allocated to the Group I Senior
Certificates to the extent of any Applied Realized Loss Amounts before being applied to the Group I
Subordinate Certificates. Holders of such Group I Certificates will not be entitled to any payments in
respect of Current Interest on the amount of such increases for any Interest Accrual Period preceding
the Distribution Date on which such increase occurs. Any such increases shall be applied to the
Certificate Principal Balance of each Group I Certificate of such Class in accordance with its
respective Fractional Undivided Interest.
Section 6.04. Allocation of Losses and Subsequent Recoveries on the Group II Certificates
and the Group III Certificates. (a) On or prior to each Determination Date, the Master Servicer shall
determine the amount of any Realized Loss in respect of each Group II Mortgage Loan and Group III
Mortgage Loan that occurred during the immediately preceding calendar month, based on information
provided by the related Servicer.
(b) (i) With respect to any Group II Certificates on any Distribution Date, the principal
portion of each Realized Loss on a Group II Mortgage Loan in a Sub-Loan Group shall be allocated as
follows:
first, to the Class II-B-11 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
second, to the Class II-B-10 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
third, to the Class II-B-9 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
fourth, to the Class II-B-8 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
fifth, to the Class II-B-7 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
sixth, to the Class II-B-6 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
seventh, to the Class II-B-5 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
eighth, to the Class II-B-4 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
ninth, to the Class II-B-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
tenth, to the Class II-B-2 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
eleventh, to the Class II-B-1 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; and
twelfth, to the Senior Certificates in the related Certificate Group until the
Certificate Principal Balances thereof has been reduced to zero in accordance with clause (d)
below;
(ii) With respect to any Group III Certificates on any Distribution Date, the
principal portion of each Realized Loss on a Group III Mortgage Loan in a Sub-Loan Group shall be
allocated as follows:
first, to the Class III-B-6 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
second, to the Class III-B-5 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
third, to the Class III-B-4 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
fourth, to the Class III-B-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
fifth, to the Class III-B-2 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
sixth, to the Class III-B-1 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; and
seventh, to the Senior Certificates in the related Certificate Group until the
Certificate Principal Balances thereof has been reduced to zero in accordance with clause (d)
below;
(c) Notwithstanding the foregoing clause (b), no such allocation of any Realized Loss
shall be made on a Distribution Date to any Class of (i) Group II Subordinate Certificates to the extent
that such allocation would result in the reduction of the aggregate Certificate Principal Balances of
all Group II Certificates in as of such Distribution Date, after giving effect to all distributions and
prior allocations of Realized Losses on the Group II Mortgage Loans on such date, to an amount less than
the aggregate Stated Principal Balance of all of the Group II Mortgage Loans as of the first day of the
month of such Distribution Date and (ii) Group II Senior Certificates in a Certificate Group to the
extent that such allocation would result in the reduction of the aggregate Certificate Principal
Balances of all the Group II Senior Certificates in such Certificate Group as of such Distribution Date,
after giving effect to all distributions and prior allocations of Realized Losses on the Group II
Mortgage Loans in the related Sub-Loan Group in Loan Group II on such date, to an amount less than the
aggregate Stated Principal Balance of all of the Group II Mortgage Loans in such Sub-Loan Group as of
the first day of the month of such Distribution Date (each such limitation in clause (i) and (ii), the
"Loss Allocation Limitation"). Notwithstanding the foregoing clause (b), no such allocation of any
Realized Loss shall be made on a Distribution Date to any Class of (i) Group III Subordinate
Certificates to the extent that such allocation would result in the reduction of the aggregate
Certificate Principal Balances of all Group III Certificates in as of such Distribution Date, after
giving effect to all distributions and prior allocations of Realized Losses on the Group III Mortgage
Loans on such date, to an amount less than the aggregate Stated Principal Balance of all of the Group
III Mortgage Loans as of the first day of the month of such Distribution Date and (ii) Group III Senior
Certificates in a Certificate Group to the extent that such allocation would result in the reduction of
the aggregate Certificate Principal Balances of all the Group III Senior Certificates in such
Certificate Group as of such Distribution Date, after giving effect to all distributions and prior
allocations of Realized Losses on the Group III Mortgage Loans in the related Sub-Loan Group in Loan
Group III on such date, to an amount less than the aggregate Stated Principal Balance of all of the
Group III Mortgage Loans in such Sub-Loan Group as of the first day of the month of such Distribution
Date (each such limitation in clause (i) and (ii), the "Loss Allocation Limitation").
(d) The principal portion of any Realized Losses allocated to a Class of Certificates in
Loan Group II and Loan Group III shall be allocated among the Certificates of such Class in proportion
to their respective Certificate Principal Balances. The principal portion of any allocation of Realized
Losses shall be accomplished by reducing the Certificate Principal Balance of the related Certificates
on the related Distribution Date. The principal portion of any Realized Losses allocated to the
Sub-Loan Group II-1 Certificates will be allocated first to the Class II-1A-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero and then to the Class II-1A-1
Certificates until the Certificate Principal Balance thereof has been reduced to zero. The principal
portion of any Realized Losses allocated to the Sub-Loan Group II-2 Certificates will be allocated first
to the Class II-2A-2 Certificates until the Certificate Principal Balance thereof has been reduced to
zero and then to the Class II-2A-1 Certificates until the Certificate Principal Balance thereof has been
reduced to zero. The principal portion of any Realized Losses allocated to the Sub-Loan Group II-3
Certificates will be allocated first to the Class II-3A-5 Certificates until the Certificate Principal
Balance thereof has been reduced to zero, and then to the Class II-3A-4, Class II-3A-3, Class II-3A-2
and Class II-3A-1 Certificates, on a pro rata basis, in each case based on their respective Certificate
Principal Balances, until the Certificate Principal Balances thereof have been reduced to zero. The
principal portion of any Realized Losses allocated to the Sub-Loan Group III-1 Certificates will be
allocated first to the Class III-1A-2 Certificates until the Certificate Principal Balance thereof has
been reduced to zero and then to the Class III-1A-1 Certificates until the Certificate Principal Balance
thereof has been reduced to zero. The principal portion of any Realized Losses allocated to the Sub-Loan
Group III-2 Certificates will be allocated first to the Class III-2A-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero and then to the Class III-2A-1
Certificates until the Certificate Principal Balance thereof has been reduced to zero. The principal
portion of any Realized Losses allocated to the Sub-Loan Group III-3 Certificates will be allocated
first to the Class III-3A-4 Certificates until the Certificate Principal Balance thereof has been
reduced to zero and then to the Class III-3A-3, Class III-A-2 and Class III-A-1, on a pro rata basis, in
each case based on their respective Certificate Principal Balances, until the Certificate Principal
Balances thereof have been reduced to zero. Once any of the Certificates in a Certificate Group in Loan
Group II has been reduced to zero, the principal portion of Realized Losses on the Mortgage Loans in the
related Sub-Loan Group (if any) that are not allocated to the related Subordinate Certificates pursuant
to Section 6.04(b)(i) will be allocated pro rata based upon their respective Certificate Principal
Balances to the remaining Group II Senior Certificates of the other Certificate Groups, pro rata based
upon their respective Certificate Principal Balances. Once the aggregate Certificate Principal Balance
of the Certificates in a Certificate Group in Loan Group III has been reduced to zero, the principal
portion of Realized Losses on the Mortgage Loans in the related Sub-Loan Group (if any) that are not
allocated to the related Subordinate Certificates pursuant to Section 6.04(b)(ii) will be allocated pro
rata based upon their respective Certificate Principal Balances to the remaining Group III Senior
Certificates of the other Certificate Groups, pro rata based upon their respective Certificate Principal
Balances.
(e) Realized Losses shall be allocated on the Distribution Date in the month following the
month in which such loss was incurred and, in the case of the principal portion thereof, after giving
effect to distributions made on such Distribution Date.
(f) On each Distribution Date, the Securities Administrator shall determine the
Subordinate Certificate Writedown Amounts. Any Subordinate Certificate Writedown Amount shall effect a
corresponding reduction in the Certificate Principal Balance of the Class II-B Certificates or the Class
III-B Certificates, as applicable, in the reverse order of their numerical Class designations.
(g) The applicable Senior Percentage of Net Interest Shortfalls will be allocated among
the Group II Senior Certificates in the related Group II Certificate Group in proportion to the amount
of Accrued Certificate Interest that would have been allocated thereto in the absence of such
shortfalls. The applicable Subordinate Percentage of Net Interest Shortfall will be allocated among the
Group II Subordinate Certificates in proportion to the amount of Accrued Certificate Interest that would
have been allocated thereto in the absence of such shortfalls. The interest portion of any Realized
Losses with respect to the Group II Mortgage Loans occurring on or prior to the Group II Cross-Over Date
will be allocated to the Class II-B Certificates in inverse order of their numerical
Class designations. Following the Group II Cross-Over Date, the interest portion of Realized Losses on
the Group II Mortgage Loans will be allocated to the Group II Senior Certificates in the related Group
II Certificate Group on a pro rata basis in proportion to the amount of Accrued Certificate Interest
that would have been allocated thereto in the absence of such Realized Losses. The applicable Senior
Percentage of Net Interest Shortfalls will be allocated among the Group III Senior Certificates in the
related Group III Certificate Group in proportion to the amount of Accrued Certificate Interest that
would have been allocated thereto in the absence of such shortfalls. The applicable Subordinate
Percentage of Net Interest Shortfall will be allocated among the Group III Subordinate Certificates in
proportion to the amount of Accrued Certificate Interest that would have been allocated thereto in the
absence of such shortfalls. The interest portion of any Realized Losses with respect to the Group III
Mortgage Loans occurring on or prior to the Group III Cross-Over Date will be allocated to the Class
III-B Certificates in inverse order of their numerical Class designations. Following the Group III
Cross-Over Date, the interest portion of Realized Losses on the Group III Mortgage Loans will be
allocated to the Group III Senior Certificates in the related Group III Certificate Group on a pro rata
basis in proportion to the amount of Accrued Certificate Interest that would have been allocated thereto
in the absence of such Realized Losses.
(h) In addition, in the event that the Master Servicer receives any Subsequent
Recoveries from a Servicer, the Master Servicer shall deposit such funds into the Distribution Account
pursuant to Section 4.01(c)(ii). If, after taking into account such Subsequent Recoveries, the amount
of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the
Certificate Principal Balance of the related Class of Group II Subordinate Certificates or Group III
Subordinate Certificates with the highest payment priority to which Realized Losses have been allocated,
but not by more than the amount of Realized Losses previously allocated to that Class of Group II
Subordinate Certificates or Group III Subordinate Certificates, as applicable, pursuant to this Section
6.04. The amount of any remaining Subsequent Recoveries will be applied to sequentially increase the
Certificate Principal Balance of the Group II Subordinate Certificates or Group III Subordinate
Certificates, as applicable, beginning with the related Class of Subordinate Certificates with the next
highest payment priority, up to the amount of such Realized Losses previously allocated to such Class or
Classes of Certificates pursuant to this Section 6.04. Holders of such Certificates will not be
entitled to any payments in respect of current interest on the amount of such increases for any Interest
Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall
be applied to the Certificate Principal Balance of each Subordinate Certificate of such related Class in
accordance with its respective Fractional Undivided Interest.
Section 6.05. Cross-Collateralization. Notwithstanding the foregoing, on any Distribution
Date on which the Certificate Principal Balance of the Group I Subordinate Certificates, Group II
Subordinate Certificates or Group III Subordinate Certificates have been reduced to zero and a Realized
Loss that is a Special Hazard Loss is to be allocated to the related Senior Certificates, such loss will
be allocated among such Senior Certificates and the most subordinate outstanding class of non-related
Subordinate Certificates on a pro rata basis, based on the Certificate Principal Balance thereof.
Section 6.06. Payments. (a) On each Distribution Date, other than the final Distribution
Date, the Securities Administrator shall distribute to each Certificateholder of record as of the
immediately preceding Record Date the Certificateholder's pro rata share of its Class (based on the
aggregate Fractional Undivided Interest represented by such Holder's Certificates) of all amounts
required to be distributed on such Distribution Date to such Class. The Securities Administrator shall
calculate the amount to be distributed to each Class and, based on such amounts, the Securities
Administrator shall determine the amount to be distributed to each Certificateholder. The Securities
Administrator's calculations of payments shall be based solely on information provided to the Securities
Administrator by the Master Servicer. The Securities Administrator shall not be required to confirm,
verify or recompute any such information but shall be entitled to rely conclusively on such information.
(b) Payment of the above amounts to each Certificateholder shall be made (i) by check
mailed to each Certificateholder entitled thereto at the address appearing in the Certificate Register
or (ii) upon receipt by the Securities Administrator on or before the fifth Business Day preceding the
Record Date of written instructions from a Certificateholder by wire transfer to a United States dollar
account maintained by the payee at any United States depository institution with appropriate facilities
for receiving such a wire transfer; provided, however, that the final payment in respect of each
Class of Certificates will be made only upon presentation and surrender of such respective Certificates
at the office or agency of the Securities Administrator specified in the notice to Certificateholders of
such final payment.
Section 6.07. Statements to Certificateholders. On each Distribution Date, concurrently
with each distribution to Certificateholders, the Securities Administrator shall make available to the
parties hereto and each Certificateholder, via the Securities Administrator's internet website as set
forth below, the following information, expressed in the aggregate and as a Fractional Undivided
Interest representing an initial Certificate Principal Balance of $1,000, or in the case of the Class
B-IO Certificates, an initial Notional Amount of $1,000:
(a) the Certificate Principal Balance or Notional Amount, as applicable, of each Class
after giving effect (i) to all distributions allocable to principal on such Distribution Date and (ii)
the allocation of any Applied Realized Loss Amounts for such Distribution Date;
(b) the amount of the related distribution to Holders of each Class allocable to
principal, separately identifying (A) the aggregate amount of any Principal Prepayments included
therein, (B) the aggregate of all scheduled payments of principal included therein and (C) the Extra
Principal Distribution Amount (if any);
(c) the Pass-Through Rate for each applicable Class of Certificates with respect to the
current Accrual Period, and, if applicable, whether such Pass-Through Rate was limited by the Net Rate
Cap;
(d) the amount of such distribution to Holders of each Class allocable to interest;
(e) the applicable accrual periods dates for calculating distributions and general
Distribution Dates;
(f) the total cash flows received and the general sources thereof;
(g) the amount, if any, of fees or expenses accrued and paid, with an identification of
the payee and the general purpose of such fees including the related amount of the Servicing Fees paid
to or retained by the Master Servicer for the related Due Period;
(h) the amount of any Cap Contract Payment Amount payable to the Securities Administrator;
(i) with respect to each Loan Group, the amount of such distribution to each
Certificate allocable to interest and, with respect to the Group I Certificates, the portion thereof, if
any, provided by the Cap Contract;
(j) the Interest Carry Forward Amount and any Basis Risk Shortfall Carry Forward
Amount for each Class of Certificates;
(k) with respect to each Loan Group, the aggregate of the Stated Principal Balance of (A)
all of the Mortgage Loans and (B) the Adjustable Rate Mortgage Loans, for the following Distribution
Date;
(l) the number and Outstanding Principal Balance of the Mortgage Loans in each Loan Group
that were Delinquent (exclusive of any Mortgage Loan in foreclosure) in respect of which using the OTS
method of calculation (A) one Scheduled Payment is Delinquent, (B) two Scheduled Payments are
Delinquent, (C) three or more Scheduled Payments are Delinquent and (D) foreclosure proceedings have
been commenced, in each case as of the close of business on the last day of the calendar month preceding
such Distribution Date and separately identifying such information for the (1) first lien Mortgage
Loans, (2) second lien Mortgage Loans, and (3) Adjustable Rate Mortgage Loans, in each such Loan Group;
(m) with respect to each Loan Group, the amount of Monthly Advances included in the
distribution on such Distribution Date (including the general purpose of such Monthly Advances);
(n) with respect to each Loan Group, the cumulative amount of Applied Realized Loss
Amounts to date;
(o) if applicable, material modifications, extensions or waivers to Mortgage Loan terms,
fees, penalties or payments during the preceding calendar month or that have become material over time;
(p) with respect to each Loan Group and with respect to any Mortgage Loan that was
liquidated during the preceding calendar month, the loan number and aggregate Stated Principal Balance
of, and Realized Loss on, such Mortgage Loan as of the close of business on the Determination Date
preceding such Distribution Date;
(q) with respect to each Loan Group, the total number and principal balance of any
real estate owned or REO Properties as of the close of business on the last day of the calendar month
preceding such Distribution Date;
(r) with respect to each Loan Group, the three month rolling average of the
percent equivalent of a fraction, the numerator of which is the aggregate Stated Principal Balance of
the Mortgage Loans that are 60 days or more Delinquent (in respect of which using the OTS method of
calculation) or are in bankruptcy or foreclosure or are REO Properties, and the denominator of which is
the aggregate Stated Principal Balance of all of the Mortgage Loans in each case as of the close of
business on the last day of the calendar month preceding such Distribution Date and separately
identifying such information for the (1) first lien Mortgage Loans, and (2) Adjustable Rate Mortgage
Loans;
(s) the Realized Losses during the related Due Period and the cumulative Realized
Losses through the end of the preceding month;
(t) whether a Trigger Event exists;
(u) updated pool composition data including the following with respect to each Loan Group:
weighted average mortgage rate and weighted average remaining term;
(v) [Reserved];
(w) [Reserved];
(x) the special hazard amount, fraud loss amount and bankruptcy amount, if applicable, as
of the close of business on the applicable Distribution Date and a description of any change in the
calculation of these amounts; and
(y) the amount of the distribution made on such Distribution Date to the Holders of the
Class XP Certificates allocable to Prepayment Charges.
The Depositor covenants that if there is a material change in the solicitation,
credit-granting, underwriting, origination, acquisition or Mortgage Loan selection criteria or
procedures, as applicable, used to originate, acquire or select Mortgage Loans for the Trust Fund it
will notify the Securities Administrator five calendar days before each Distribution Date, and if no
such notification occurs, the Securities Administrator has no obligation to report with respect to (y).
The Depositor covenants to the Securities Administrator that there will be no new issuance of securities
backed by the same asset pool, so the Securities Administrator will only be responsible in (x) above for
reporting any pool asset changes, such as additions or removals of Mortgage Loans from the Trust Fund.
The information set forth above shall be calculated or reported, as the case may be, by the
Securities Administrator, based solely on, and to the extent of, information provided to the Securities
Administrator and the Master Servicer by the Servicer and the Counterparty. The Securities
Administrator may conclusively rely on such information and shall not be required to confirm, verify or
recalculate any such information.
The Securities Administrator may make available each month, to any interested party, the
monthly statement to Certificateholders via the Securities Administrator's website initially located at
"xxx.xxxxxxx.xxx." Assistance in using the website can be obtained by calling the Securities
Administrator's customer service desk at (000) 000-0000. Parties that are unable to use the above
distribution option are entitled to have a paper copy mailed to them via first class mail by calling the
Securities Administrator's customer service desk and indicating such. The Securities Administrator
shall have the right to change the way such reports are distributed in order to make such distribution
more convenient and/or more accessible to the parties, and the Securities Administrator shall provide
timely and adequate notification to all parties regarding any such change.
Within a reasonable period of time after the end of the preceding calendar year beginning in
2006, the Securities Administrator will furnish a report to each Holder of the Certificates of record at
any time during the prior calendar year as to the aggregate of amounts reported pursuant to subclauses
(a)(i) and (a)(ii) above with respect to the Certificates, plus information with respect to the amount
of servicing compensation and such other customary information as the Securities Administrator may
determine to be necessary and/or to be required by the Internal Revenue Service or by a federal or state
law or rules or regulations to enable such Holders to prepare their tax returns for such calendar year.
Such obligations shall be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Securities Administrator or the Trustee pursuant to the
requirements of the Code.
Section 6.08. Monthly Advances. If the related Servicer was required to make a Monthly
Advance pursuant to the related Servicing Agreement and fails to make any required Monthly Advance, in
whole or in part, the Master Servicer, as successor servicer, or any other successor servicer appointed
by it, will deposit in the Distribution Account not later than the Distribution Account Deposit Date
immediately preceding the related Distribution Date an amount equal to such Monthly Advance to the
extent not otherwise paid by the related Servicer, net of the Servicing Fee for such Mortgage Loan
except to the extent the Master Servicer determines any such advance to be a Nonrecoverable Advance.
Subject to the foregoing, the Master Servicer, as successor servicer, shall continue to make such
advances through the date that the related Servicer is required to do so under its Servicing Agreement;
provided, however, that if the Master Servicer deems an advance to be a Nonrecoverable Advance, on the
Distribution Account Deposit Date, the Master Servicer shall not be obligated to make such advance and
shall present an Officer's Certificate to the Trustee (i) stating that the Master Servicer elects not to
make a Monthly Advance in a stated amount and (ii) detailing the reason it deems the advance to be a
Nonrecoverable Advance.
Notwithstanding the foregoing, the Master Servicer shall not be required to make any Monthly
Advances that Xxxxx Fargo, as Servicer, was required to make pursuant to the Xxxxx Fargo Servicing
Agreement and failed to do so. In the event that Xxxxx Fargo as Servicer or the Master Servicer fails
to make a required Monthly Advance, the Trustee, as successor servicer or master servicer, as
applicable, shall be required to remit the amount of such Monthly Advance to the Distribution Account in
accordance with and subject to the terms of this Agreement (including its rights of reimbursement
hereunder).
Section 6.09. Compensating Interest Payments. The Master Servicer shall deposit in the
Distribution Account not later than each Distribution Account Deposit Date an amount equal to the lesser
of (i) the sum of the aggregate amounts required to be paid by the Servicers under the Servicing
Agreements with respect to subclauses (a) and (b) of the definition of Interest Shortfall with respect
to the Mortgage Loans for the related Distribution Date, and not so paid by the related Servicers and
(ii) the Master Servicer Compensation for such Distribution Date (such amount, the "Compensating
Interest Payment"). The Master Servicer shall not be entitled to any reimbursement of any Compensating
Interest Payment.
Section 6.10. Distributions on REMIC Regular Interests. (a) On each Distribution Date, the
Securities Administrator shall be deemed to distribute, to REMIC IV as the holder of the REMIC I Regular
Interests, those portions of the REMIC I Distribution Amount not designated to Component I of the Class
R Certificates, in the amounts and in accordance with the priorities set forth in the definition of
REMIC I Distribution Amount.
(b) On each Distribution Date, the Securities Administrator shall be deemed to distribute, to
REMIC V as the holder of the REMIC II Regular Interests, those portions of the REMIC II Distribution
Amount not designated to Component II of the Class R Certificates, in the amounts and in accordance with
the priorities set forth in the definition of REMIC II Distribution Amount.
(c) On each Distribution Date, the Securities Administrator shall be deemed to distribute, to
REMIC III-B as the holder of the REMIC III-A Regular Interests, those portions of the REMIC III-A
Distribution Amount not designated to Component III-A of the Class R Certificates, in the amounts and in
accordance with the priorities set forth in the definition of REMIC III-A Distribution Amount.
(b) On each Distribution Date, the Securities Administrator shall be deemed to distribute,
to REMIC VI as the holder of the REMIC III-B Regular Interests, REMIC IV Regular Interests and REMIC V
Regular Interests, those portions of the REMIC III-B Distribution Amount not designated to Component
III-B of the Class R Certificates, in the amounts and in accordance with the priorities set forth in the
definition of REMIC III-B Distribution Amount, those portions of the REMIC IV Distribution Amount not
designated to Component IV of the Class R Certificates, in the amounts and in accordance with the
priorities set forth in the definition of REMIC IV Distribution Amount and those portions of the REMIC V
Distribution Amount not designated to Component V of the Class R Certificates, in the amounts and in
accordance with the priorities set forth in the definition of REMIC V Distribution Amount.
(c) On each Distribution Date, the Securities Administrator shall be deemed to distribute
the REMIC VI Distribution Amount to: (i) the holders of the Certificates (other than the Class B-IO
Certificates), as the holders of the REMIC VI Interests (other than REMIC VI Regular Interests B-IO-I
and B-IO-P) and (ii) itself on behalf of REMIC VII, as the holder of REMIC VI Regular Interests B-IO-I
and B-IO-P, in the amounts and in accordance with the priorities set forth in the definition of REMIC VI
Distribution Amount.
(d) On each Distribution Date, the Securities Administrator shall be deemed to
distribute to the holder of the Class B-IO Certificates, as the holder of the REMIC VII Regular
Interest, the amounts set forth in the definition of REMIC VII Distribution Amount.
(e) Notwithstanding the deemed distributions on the REMIC Regular Interests
described in this Section 6.10, distributions of funds from the Distribution Account shall be made only
in accordance with Sections 6.01 and 6.02.
ARTICLE VII
The Master Servicer
Section 7.01. Liabilities of the Master Servicer. The Master Servicer shall be liable in
accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by it
herein.
Section 7.02. Merger or Consolidation of the Master Servicer. (a) The Master Servicer will
keep in full force and effect its existence, rights and franchises as a corporation under the laws of
the state of its incorporation, and will obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect
the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to
perform its duties under this Agreement.
(b) Any Person into which the Master Servicer may be merged or consolidated, or any
corporation resulting from any merger or consolidation to which the Master Servicer shall be a party, or
any Person succeeding to the business of the Master Servicer, shall be the successor of the Master
Servicer hereunder, without the execution or filing of any paper or further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding.
Section 7.03. Indemnification of the Trustee, the Master Servicer and the Securities
Administrator. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold
them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements
of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating
to, any claim or legal action (including any pending or threatened claim or legal action) relating to
this Agreement, the Servicing Agreements, the Assignment Agreements or the Certificates or the powers of
attorney delivered by the Trustee hereunder (i) related to the Master Servicer's failure to perform its
duties in compliance with this Agreement (except as any such loss, liability or expense shall be
otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer's
willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason
of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to
any such claim or legal action (or pending or threatened claim or legal action), the Trustee shall have
given the Master Servicer and the Depositor written notice thereof promptly after a Responsible Officer
of the Trustee shall have with respect to such claim or legal action actual knowledge thereof. The
Trustee's failure to give any such notice shall not affect the Trustee's right to indemnification
hereunder, except to the extent the Master Servicer is materially prejudiced by such failure to give
notice. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the
Securities Administrator and the termination of this Agreement.
(b) The Trust Fund will indemnify any Indemnified Person for any loss, liability or
expense (including reasonable legal fees and disbursements of counsel) of any Indemnified Person not
otherwise covered by the Master Servicer's indemnification pursuant to Section 7.03(a).
Section 7.04. Limitations on Liability of the Master Servicer and Others. Subject to the
obligation of the Master Servicer to indemnify the Indemnified Persons pursuant to Section 7.03:
(a) Neither the Master Servicer nor any of the directors, officers, employees or agents of
the Master Servicer shall be under any liability to the Indemnified Persons, the Depositor, the Trust
Fund or the Certificateholders for taking any action or for refraining from taking any action in good
faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Master 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 such Person's
willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder.
(b) The Master Servicer and any director, officer, employee or agent of the Master
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.
(c) The Master Servicer, the Custodian and any director, officer, employee or agent of the
Master Servicer or the Custodian shall be indemnified by the Trust and held harmless thereby against any
loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on
their part that may be sustained in connection with, arising out of, or related to, any claim or legal
action (including any pending or threatened claim or legal action) relating to this Agreement, the
Certificates or any Servicing Agreement (except to the extent that the Master Servicer is indemnified by
the Servicer thereunder), other than (i) any such loss, liability or expense related to the Master
Servicer's failure to perform its duties in compliance with this Agreement (except as any such loss,
liability or expense shall be otherwise reimbursable pursuant to this Agreement), or to the Custodian's
failure to perform its duties under the Custodial Agreement, respectively, or (ii) any such loss,
liability or expense incurred by reason of the Master Servicer's or the Custodian's willful misfeasance,
bad faith or gross negligence in the performance of duties hereunder or under the Custodial Agreement,
as applicable, or by reason of reckless disregard of obligations and duties hereunder or under the
Custodial Agreement, as applicable.
(d) The Master Servicer shall not be under any obligation to appear in, prosecute or
defend any legal action that is not incidental to its duties under this Agreement and that in its
opinion may involve it in any expense or liability; provided, however, the Master Servicer may in its
discretion, with the consent of the Trustee (which consent shall not be unreasonably withheld),
undertake any such action which it may deem necessary or desirable with respect to this Agreement and
the rights and duties of the parties hereto 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 Fund, and the Master Servicer shall be entitled to be
reimbursed therefor out of the Distribution Account as provided by Section 4.05. Nothing in this
Section 7.04(d) shall affect the Master Servicer's obligation to supervise, or to take such actions as
are necessary to ensure, the servicing and administration of the Mortgage Loans pursuant to Section
3.01(a).
(e) In taking or recommending any course of action pursuant to this Agreement, unless
specifically required to do so pursuant to this Agreement, the Master Servicer shall not be required to
investigate or make recommendations concerning potential liabilities which the Trust might incur as a
result of such course of action by reason of the condition of the Mortgaged Properties but shall give
notice to the Trustee if it has notice of such potential liabilities.
(f) The Master Servicer shall not be liable for any acts or omissions of any Servicer,
except as otherwise expressly provided herein.
Section 7.05. Master Servicer Not to Resign. Except as provided in Section 7.07, the Master
Servicer shall not resign from the obligations and duties hereby imposed on it except upon a
determination that any such duties hereunder are no longer permissible under applicable law and such
impermissibility cannot be cured. Any such determination permitting the resignation of the Master
Servicer shall be evidenced by an Opinion of Independent Counsel addressed to the Trustee to such effect
delivered to the Trustee. No such resignation by the Master Servicer shall become effective until the
Company or the Trustee or a successor to the Master Servicer reasonably satisfactory to the Trustee
shall have assumed the responsibilities and obligations of the Master Servicer in accordance with
Section 8.02 hereof. The Trustee shall notify the Rating Agencies upon its receipt of written notice of
the resignation of the Master Servicer.
Section 7.06. Successor Master Servicer. In connection with the appointment of any
successor Master Servicer or the assumption of the duties of the Master Servicer, the Company or the
Trustee may make such arrangements for the compensation of such successor master servicer out of
payments on the Mortgage Loans as the Company or the Trustee and such successor master servicer shall
agree. If the successor master servicer does not agree that such market value is a fair price, such
successor master servicer shall obtain two quotations of market value from third parties actively
engaged in the servicing of single-family mortgage loans. Notwithstanding the foregoing, the
compensation payable to a successor master servicer may not exceed the compensation which the Master
Servicer would have been entitled to retain if the Master Servicer had continued to act as Master
Servicer hereunder.
Section 7.07. Sale and Assignment of Master Servicing. The Master Servicer may sell and
assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this
Agreement and the Company may terminate the Master Servicer without cause and select a new Master
Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and
delegation (a) shall be a Person which shall be qualified to service mortgage loans for Xxxxxx Xxx or
Xxxxxxx Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved by each
Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as
evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by
such Person of the due and punctual performance and observance of each covenant and condition to be
performed or observed by it as master servicer under this Agreement, any custodial agreement from and
after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice
of the identity of the proposed successor to the Master Servicer and each Rating Agency's rating of the
Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded,
qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to
such effect delivered to the Master Servicer and the Trustee (at the expense of the Master Servicer);
(iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an
Officer's Certificate and an Opinion of Independent Counsel addressed to the Trustee, each stating that
all conditions precedent to such action under this Agreement have been completed and such action is
permitted by and complies with the terms of this Agreement; and (iv) in the event the Master Servicer is
terminated without cause by the Company, the Company shall pay the terminated Master Servicer a
termination fee equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans at the
time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No
such assignment or delegation shall affect any rights or liability of the Master Servicer arising prior
to the effective date thereof.
ARTICLE VIII
Default
Section 8.01. Events of Default. "Event of Default," wherever used herein, means any one of
the following events (whatever the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body) and only with respect to
the defaulting Master Servicer:
(a) The Master Servicer fails to cause to be deposited in the Distribution Account any
amount so required to be deposited pursuant to this Agreement (other than a Monthly Advance), and such
failure continues unremedied for a period of three Business Days after the date upon which written
notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer;
or
(b) The Master Servicer fails to observe or perform in any material respect any other
material covenants and agreements set forth in this Agreement to be performed by it, which covenants and
agreements materially affect the rights of Certificateholders, and such failure continues unremedied for
a period of 60 days after the date on which written notice of such failure, properly requiring the same
to be remedied, shall have been given to the Master Servicer by the Trustee or to the Master Servicer
and the Trustee by the Holders of Certificates evidencing Fractional Undivided Interests aggregating not
less than 25% of the Trust Fund; or
(c) There is entered against the Master Servicer 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, marshaling of assets and liabilities or similar
proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree
or order is unstayed and in effect for a period of 60 consecutive days, or an involuntary case is
commenced against the Master Servicer under any applicable insolvency or reorganization statute and the
petition is not dismissed within 60 days after the commencement of the case; or
(d) The Master Servicer consents to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to the Master Servicer or substantially all of its property; or the Master
Servicer admits in writing its inability to pay its debts generally as they become due, files a petition
to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the
benefit of its creditors, or voluntarily suspends payment of its obligations;
(e) The Master Servicer assigns or delegates its duties or rights under this Agreement in
contravention of the provisions permitting such assignment or delegation under Sections 7.05 or 7.07;
(f) The Master Servicer fails to comply with Section 3.16, Section 3.17 and Section 3.18;
or
(g) The Master Servicer fails to cause to be deposited, in the Distribution Account any
Monthly Advance (other than a Nonrecoverable Advance) by 5:00 p.m. New York City time on the
Distribution Account Deposit Date.
In each and every such case, so long as such Event of Default with respect to the Master
Servicer shall not have been remedied, either the Trustee or the Holders of Certificates evidencing
Fractional Undivided Interests aggregating not less than 51% of the principal of the Trust Fund, by
notice in writing to the Master Servicer (and to the Trustee if given by such Certificateholders), with
a copy to the Rating Agencies, and with the consent of the Company, may terminate all of the rights and
obligations (but not the liabilities) of the Master Servicer under this Agreement and in and to the
Mortgage Loans and/or the REO Property serviced by the Master Servicer and the proceeds thereof. Upon
the receipt by the Master Servicer of the written notice, all authority and power of the Master Servicer
under this Agreement, whether with respect to the Certificates, the Mortgage Loans, REO Property or
under any other related agreements (but only to the extent that such other agreements relate to the
Mortgage Loans or related REO Property) shall, subject to Section 3.17 and Section 8.02, automatically
and without further action pass to and be vested in the Trustee, in its capacity as successor Master
Servicer, pursuant to this Section 8.01 (and, with respect to an Event of Default resulting from the
Master Servicer's failure to comply with Section 3.17, such power and authority of the Master Servicer
shall, subject to Section 8.02, automatically and without further action pass to and be vested in the
successor Master Servicer appointed by the Depositor); and, without limitation, the Trustee, in its
capacity as successor Master Servicer,(or such successor Master Servicer appointed by the Depositor, as
the case may be), is hereby authorized and empowered to execute and deliver, on behalf of the Master
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 or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee, in its
capacity as successor Master Servicer (or such successor Master Servicer appointed by the Depositor, as
the case may be), in effecting the termination of the Master Servicer's rights and obligations
hereunder, including, without limitation, the transfer to the Trustee, in its capacity as successor
Master Servicer (or such successor Master Servicer appointed by the Depositor, as the case may be), of
(i) the property and amounts which are then or should be part of the Trust or which thereafter become
part of the Trust; and (ii) originals or copies of all documents of the Master Servicer reasonably
requested by the Trustee, in its capacity as successor Master Servicer (or such successor Master
Servicer appointed by the Depositor, as the case may be), to enable it to assume the Master Servicer's
duties thereunder. In addition to any other amounts which are then, or, notwithstanding the termination
of its activities under this Agreement, may become payable to the Master Servicer under this Agreement,
the Master Servicer shall be entitled to receive, out of any amount received on account of a Mortgage
Loan or related REO Property, that portion of such payments which it would have received as
reimbursement under this Agreement if notice of termination had not been given. The termination of the
rights and obligations of the Master Servicer shall not affect any obligations incurred by the Master
Servicer prior to such termination.
Notwithstanding the foregoing, if an Event of Default described in clause (f) of this
Section 8.01 shall occur, the Trustee shall, by notice in writing to the Master Servicer, which may be
delivered by telecopy, immediately terminate all of the rights and obligations of the Master Servicer
thereafter arising under this Agreement, but without prejudice to any rights it may have as a
Certificateholder or to reimbursement of Monthly Advances and other advances of its own funds, and the
Trustee, in its capacity as successor Master Servicer (or such successor Master Servicer appointed by
the Depositor, as the case may be), shall act as provided in Section 8.02 to carry out the duties of the
Master Servicer, including the obligation to make any Monthly Advance the nonpayment of which was an
Event of Default described in clause (f) of this Section 8.01. Any such action taken by the Trustee, in
its capacity as successor Master Servicer (or such successor Master Servicer appointed by the Depositor,
as the case may be), must be prior to the distribution on the relevant Distribution Date.
Section 8.02. Successor to Act; Appointment of Successor. (a) Upon the receipt by the
Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel
pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate
its duties to a Person which is legally able to act, the Trustee, in its capacity as successor Master
Servicer (and, with respect to an Event of Default resulting from the Master Servicer's failure to
comply with Section 3.17, the successor Master Servicer appointed by the Depositor pursuant to Section
3.17), shall automatically become the successor in all respects to the Master Servicer in its capacity
under this Agreement and the transactions set forth or provided for herein and shall thereafter have all
of the rights and powers of, and be subject to all the responsibilities, duties, liabilities and
limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions
hereof; provided, however, that the Company shall have the right to either (a) immediately assume the
duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that
the Trustee, in its capacity as successor Master Servicer (and, with respect to an Event of Default
resulting from the Master Servicer's failure to comply with Section 3.17, the successor Master Servicer
appointed by the Depositor pursuant to Section 3.17), shall have no obligation whatsoever with respect
to any liability (other than advances deemed recoverable and not previously made) incurred by the Master
Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06,
the Trustee, in its capacity as successor Master Servicer (and, with respect to an Event of Default
resulting from the Master Servicer's failure to comply with Section 3.17, the successor Master Servicer
appointed by the Depositor pursuant to Section 3.17), shall be entitled to compensation which the Master
Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder,
except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for
advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee, in
its capacity as successor Master Servicer (or, with respect to an Event of Default resulting from the
Master Servicer's failure to comply with Section 3.17, the successor Master Servicer appointed by the
Depositor pursuant to Section 3.17), 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 which is a Xxxxxx Xxx- or Xxxxxxx Mac-approved servicer, and with
respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as
the successor to the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee, in
its capacity as successor Master Servicer (or, with respect to an Event of Default resulting from the
Master Servicer's failure to comply with Section 3.17, the successor Master Servicer appointed by the
Depositor pursuant to Section 3.17), shall obtain a letter from each Rating Agency that the ratings, if
any, on each of the Certificates will not be lowered as a result of the selection of the successor to
the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee,
in its capacity as successor Master Servicer, shall act (other than with respect to an Event of Default
resulting from the Master Servicer's failure to comply with Section 3.17, in which event the successor
appointed by the Depositor shall act) in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the compensation of such
successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however,
that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which
the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder,
and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to
any third Person acting as an agent or independent contractor in the performance of master servicing
responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession.
(b) If the Trustee shall succeed to any duties of the Master Servicer respecting the
Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as
Trustee and, accordingly, the provisions of Article IX shall be inapplicable to the Trustee in its
duties as the successor to the Master Servicer in the servicing of the Mortgage Loans (although such
provisions shall continue to apply to the Trustee in its capacity as Trustee); the provisions of Article
VII, however, shall apply to it in its capacity as successor Master Servicer.
The costs and expenses of the Trustee in connection with the termination of the Master
Servicer, the appointment of a successor Master Servicer and, if applicable, any transfer of servicing,
including, without limitation, all costs and 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 or the successor Master Servicer to service the Mortgage Loans properly and effectively, to the
extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section
9.05. Any successor to the Master Servicer acting as successor servicer under any Servicing Agreement
shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of
its service as successor Master Servicer maintain in force the policy or policies that the Master
Servicer is required to maintain pursuant to Section 3.04.
Section 8.03. Notification to Certificateholders. Upon any termination or appointment of a
successor to the Master Servicer, the Trustee shall give prompt written notice thereof to the Securities
Administrator or, if the Securities Administrator is terminated or resigns upon the termination of the
Master Servicer, the successor securities administrator, and the Securities Administrator or the
successor securities administrator shall give prompt written notice thereof to the Rating Agencies and
the Certificateholders at their respective addresses appearing in the Certificate Register.
Section 8.04. Waiver of Defaults. The Trustee shall transmit by mail to the Securities
Administrator, who shall give prompt written notice thereof to all Certificateholders, within 60 days
after the occurrence of any Event of Default actually known to a Responsible Officer of the Trustee,
unless such Event of Default shall have been cured, notice of each such Event of Default. The Holders
of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust
Fund may, on behalf of all Certificateholders, waive any default by the Master Servicer in the
performance of its obligations hereunder and the consequences thereof, except a default in the making of
or the causing to be made any required distribution on the Certificates, which default may only be
waived by Holders of Certificates evidencing Fractional Undivided Interests aggregating 100% of the
Trust Fund. Upon any such waiver of a past default, such default shall be deemed to cease to exist, and
any Event of Default arising therefrom shall be deemed to have been timely remedied for every purpose of
this Agreement. No such waiver shall extend to any subsequent or other default or impair any right
consequent thereon except to the extent expressly so waived. The Securities Administrator shall give
notice of any such waiver to the Trustee and the Rating Agencies.
Section 8.05. List of Certificateholders. Upon written request of three or more
Certificateholders of record, for purposes of communicating with other Certificateholders with respect
to their rights under this Agreement, the Securities Administrator will afford such Certificateholders
access during business hours to the most recent list of Certificateholders held by the Securities
Administrator.
ARTICLE IX
Concerning the Trustee and the Securities Administrator
Section 9.01. Duties of Trustee and Securities Administrator. (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, and the Securities Administrator each undertake to perform such duties and only such duties as
are specifically set forth in this Agreement as duties of the Trustee and the Securities Administrator,
respectively. If an Event of Default has occurred and has not been cured or waived, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and subject to Section 8.02(b)
use the same degree of care and skill in their exercise, as a prudent person would exercise under the
circumstances in the conduct of his own affairs.
(b) Upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments which are specifically required to be furnished to the Trustee
and the Securities Administrator pursuant to any provision of this Agreement, the Trustee and the
Securities Administrator, respectively, shall examine them to determine whether they are in the form
required by this Agreement; provided, however, that neither the Trustee nor the Securities Administrator
shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished hereunder; provided, further, that neither the
Trustee nor the Securities Administrator shall be responsible for the accuracy or verification of any
calculation provided to it pursuant to this Agreement.
(c) On each Distribution Date, the Securities Administrator shall make monthly
distributions and the final distribution to the related Certificateholders from related funds in the
Distribution Account as provided in Sections 6.01 and 10.01 herein based solely on the report of the
Master Servicer.
(d) No provision of this Agreement shall be construed to relieve the Trustee or the
Securities Administrator from liability for its own negligent action, its own negligent failure to act
or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the curing or waiver
of all such Events of Default which may have occurred, the duties and obligations of the Trustee and the
Securities Administrator shall be determined solely by the express provisions of this Agreement, neither
the Trustee nor the Securities Administrator shall be liable except for the performance of their
respective 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 or the Securities Administrator
and, in the absence of bad faith on the part of the Trustee or the Securities Administrator,
respectively, the Trustee or the Securities Administrator, respectively, 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 or the Securities Administrator, respectively, and conforming to
the requirements of this Agreement;
(ii) Neither the Trustee nor the Securities Administrator shall be liable in its
individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee or an officer of the Securities Administrator, respectively, unless it shall be
proved that the Trustee or the Securities Administrator, respectively, was negligent in ascertaining the
pertinent facts;
(iii) Neither the Trustee nor the Securities Administrator shall be liable with
respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the
directions of the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less
than 25% of the Trust Fund, if such action or non-action relates to the time, method and place of
conducting any proceeding for any remedy available to the Trustee or the Securities Administrator,
respectively, or exercising any trust or other power conferred upon the Trustee or the Securities
Administrator, respectively, under this Agreement;
(iv) The Trustee shall not be required to take notice or be deemed to have notice
or knowledge of any default or Event of Default unless a Responsible Officer of the Trustee's Corporate
Trust Office shall have actual knowledge thereof. In the absence of such notice, the Trustee may
conclusively assume there is no such default or Event of Default;
(v) The Trustee shall not in any way be liable by reason of any insufficiency in
any Account held by or in the name of Trustee unless it is determined by a court of competent
jurisdiction that the Trustee's gross negligence or willful misconduct was the primary cause of such
insufficiency (except to the extent that the Trustee is obligor and has defaulted thereon);
(vi) The Securities Administrator shall not in any way be liable by reason of any
insufficiency in any Account held by the Securities Administrator hereunder or any Account held by the
Securities Administrator in the name of the Trustee unless it is determined by a court of competent
jurisdiction that the Securities Administrator's gross negligence or willful misconduct was the primary
cause of such insufficiency (except to the extent that the Securities Administrator is obligor and has
defaulted thereon);
(vii) Anything in this Agreement to the contrary notwithstanding, in no event shall
the Trustee or the Securities Administrator be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the
Securities Administrator, respectively, has been advised of the likelihood of such loss or damage and
regardless of the form of action;
(viii) None of the Securities Administrator, the Master Servicer, the Depositor, the
Company, the Custodian, the Counterparty or the Trustee shall be responsible for the acts or omissions
of the other, it being understood that this Agreement shall not be construed to render them partners,
joint venturers or agents of one another and
(ix) Neither the Trustee nor the Securities Administrator shall be required to
expend or risk its own funds or otherwise incur financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for
believing that the repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it, and none of the provisions contained in this Agreement shall in any event
require the Trustee or the Securities Administrator to perform, or be responsible for the manner of
performance of, any of the obligations of the Master Servicer under this Agreement, except during such
time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers
and privileges of, the Master Servicer in accordance with the terms of this Agreement.
(e) Except for those actions that the Trustee or the Securities Administrator is required
to take hereunder, neither the Trustee nor the Securities Administrator shall have any obligation or
liability to take any action or to refrain from taking any action hereunder in the absence of written
direction as provided hereunder.
Section 9.02. Certain Matters Affecting the Trustee and the Securities Administrator.
Except as otherwise provided in Section 9.01:
(a) The Trustee and the Securities Administrator may rely and shall be protected
in acting or refraining from acting in reliance on any resolution, certificate of the Securities
Administrator (with respect to the Trustee only), the Depositor, the Master Servicer or a Servicer,
certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;
(b) The Trustee and the Securities Administrator may consult with counsel and any advice
of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with
respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with
such advice or Opinion of Counsel;
(c) Neither the Trustee nor the Securities Administrator shall be under any obligation to
exercise any of the trusts or powers vested in it by this Agreement, other than its obligation to give
notices pursuant to this Agreement, or to institute, conduct or defend any litigation hereunder or in
relation hereto at the request, order or direction of any of the Certificateholders pursuant to the
provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby. Nothing contained herein shall, however, relieve the Trustee of the obligation,
upon the occurrence of an Event of Default of which a Responsible Officer of the Trustee has actual
knowledge (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 person
would exercise under the circumstances in the conduct of his own affairs;
(d) Prior to the occurrence of an Event of Default hereunder and after the curing or
waiver of all Events of Default which may have occurred, neither the Trustee nor the Securities
Administrator shall be liable in its individual capacity 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) Neither the Trustee nor the Securities Administrator shall be bound to make
any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than 25% of the Trust Fund and provided that the payment within a
reasonable time to the Trustee or the Securities Administrator, as applicable, 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 or the Securities Administrator, as applicable, reasonably assured to the Trustee or the
Securities Administrator, as applicable, by the security afforded to it by the terms of this Agreement.
The Trustee or the Securities Administrator may require reasonable indemnity against such expense or
liability as a condition to taking any such action. The reasonable expense of every such examination
shall be paid by the Certificateholders requesting the investigation;
(f) The Trustee and the Securities Administrator may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or through Affiliates, agents or attorneys;
provided, however, that the Trustee may not appoint any agent (other than the Custodian) to perform its
custodial functions with respect to the Mortgage Files or paying agent functions under this Agreement
without the express written consent of the Master Servicer, which consent will not be unreasonably
withheld. Neither the Trustee nor the Securities Administrator shall be liable or responsible for the
misconduct or negligence of any of the Trustee's or the Securities Administrator's agents or attorneys
or a custodian or paying agent appointed hereunder by the Trustee or the Securities Administrator with
due care and, when required, with the consent of the Master Servicer;
(g) Should the Trustee or the Securities Administrator deem the nature of any
action required on its part, other than a payment or transfer by the Securities Administrator under
Section 4.01(b) or Section 4.04, to be unclear, the Trustee or the Securities Administrator,
respectively, may require prior to such action that it be provided by the Depositor with reasonable
further instructions;
(h) The right of the Trustee or the Securities Administrator to perform any discretionary
act enumerated in this Agreement shall not be construed as a duty, and neither the Trustee nor the
Securities Administrator shall be accountable for other than its negligence or willful misconduct in the
performance of any such act;
(i) Neither the Trustee nor the Securities Administrator shall be required to give any
bond or surety with respect to the execution of the trust created hereby or the powers granted
hereunder, except as provided in Section 9.07; and
(j) Neither the Trustee nor the Securities Administrator shall have any duty to
conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of
any Mortgage Loan by the Sponsor pursuant to this Agreement, the Mortgage Loan Purchase Agreement or the
eligibility of any Mortgage Loan for purposes of this Agreement.
Section 9.03. Trustee and Securities Administrator Not Liable for Certificates or Mortgage
Loans. The recitals contained herein and in the Certificates (other than the signature and
countersignature of the Securities Administrator on the Certificates) shall be taken as the statements
of the Depositor, and neither the Trustee nor the Securities Administrator shall have any responsibility
for their correctness. Neither the Trustee nor the Securities Administrator makes any representation as
to the validity or sufficiency of the Certificates (other than the signature and countersignature of the
Securities Administrator on the Certificates) or of any Mortgage Loan except as expressly provided in
Sections 2.02 and 2.05 hereof; provided, however, that the foregoing shall not relieve the Trustee of
the obligation to review the Mortgage Files pursuant to Sections 2.02 and 2.04. The Securities
Administrator's signature and countersignature (or countersignature of its agent) on the Certificates
shall be solely in its capacity as Securities Administrator and shall not constitute the Certificates an
obligation of the Securities Administrator in any other capacity. Neither the Trustee nor the
Securities Administrator shall be accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to
the Depositor with respect to the Mortgage Loans. Subject to the provisions of Section 2.05, neither
the Trustee nor the Securities Administrator shall be responsible for the legality or validity of this
Agreement or any document or instrument relating to this Agreement, the validity of the execution of
this Agreement or of any supplement hereto or instrument of further assurance, or the validity,
priority, perfection or sufficiency of the security for the Certificates issued hereunder or intended to
be issued hereunder. Neither the Trustee nor the Securities Administrator shall at any 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 Fund or its ability
to generate the payments to be distributed to Certificateholders, under this Agreement. Neither the
Trustee nor the Securities Administrator shall have any responsibility for filing any financing or
continuation statement in any public office at any time or to otherwise perfect or maintain the
perfection of any security interest or lien granted to it hereunder or to record this Agreement other
than any continuation statements filed by the Trustee pursuant to Section 3.20.
Section 9.04. Trustee and Securities Administrator May Own Certificates. The Trustee and
the Securities Administrator in their individual capacities or in any capacity other than as Trustee or
Securities Administrator, hereunder may become the owner or pledgee of any Certificates with the same
rights it would have if it were not the Trustee or the Securities Administrator, as applicable, and may
otherwise deal with the parties hereto.
Section 9.05. Trustee's and Securities Administrator's Fees and Expenses. The fees and
expenses of the Trustee shall be paid in accordance with a side letter agreement between the Trustee and
the Master Servicer. The Securities Administrator shall be paid by the Master Servicer from the Master
Servicer's compensation. In addition, the Trustee and the Securities Administrator will be entitled to
recover from the Distribution Account pursuant to Section 4.05(l) all reasonable out-of-pocket expenses,
disbursements and advances and the expenses of the Trustee and the Securities Administrator,
respectively, in connection with such Person's compliance with Section 3.23, any Event of Default, any
breach of this Agreement, the termination of the Master Servicer, the appointment of a successor Master
Servicer and, if applicable, any transfer of servicing as set forth in Section 8.02(b), or as otherwise
set forth herein, or any claim or legal action (including any pending or threatened claim or legal
action) incurred or made by or against the Trustee or the Securities Administrator, respectively, in the
administration of the trusts hereunder (including the reasonable compensation, expenses and
disbursements of its counsel) except any such expense, disbursement or advance as may arise from its
negligence or intentional misconduct or which is the responsibility of the Certificateholders. If funds
in the Distribution Account are insufficient therefor, the Trustee and the Securities Administrator
shall recover such expenses from the Depositor. Such compensation and reimbursement obligation shall
not be limited by any provision of law in regard to the compensation of a trustee of an express trust.
Section 9.06. Eligibility Requirements for Trustee and Securities Administrator. The
Trustee and any successor Trustee and the Securities Administrator and any successor Securities
Administrator shall during the entire duration of this Agreement be a state bank or trust company or a
national banking association organized and doing business under the laws of such state or the United
States of America, authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus and undivided profits of at least $40,000,000 or, in the case of a successor
Trustee, $50,000,000, subject to supervision or examination by federal or state authority and, in the
case of the Trustee, rated "BBB" or higher by S&P with respect to their long-term rating and rated "BBB"
or higher by S&P and "Baa2" or higher by Xxxxx'x with respect to any outstanding long-term unsecured
unsubordinated debt, and, in the case of a successor Trustee or successor Securities Administrator other
than pursuant to Section 9.10, rated in one of the two highest long-term debt categories of, or
otherwise acceptable to, each of the Rating Agencies. If the Trustee 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 9.06 the combined capital and surplus of such
corporation shall be deemed to be its total equity capital (combined capital and surplus) as set forth
in its most recent report of condition so published. In case at any time the Trustee or the Securities
Administrator shall cease to be eligible in accordance with the provisions of this Section 9.06, the
Trustee or the Securities Administrator shall resign immediately in the manner and with the effect
specified in Section 9.08.
Section 9.07. Insurance. The Trustee and the Securities Administrator, at their own
expense, shall at all times maintain and keep in full force and effect: (i) fidelity insurance,
(ii) theft of documents insurance and (iii) forgery insurance (which may be collectively satisfied by a
"Financial Institution Bond" and/or a "Bankers' Blanket Bond"). All such insurance shall be in amounts,
with standard coverage and subject to deductibles, as are customary for insurance typically maintained
by banks or their affiliates which act as custodians for investor-owned mortgage pools. A certificate
of an officer of the Trustee or the Securities Administrator as to the Trustee's or the Securities
Administrator's, respectively, compliance with this Section 9.07 shall be furnished to any
Certificateholder upon reasonable written request.
Section 9.08. Resignation and Removal of the Trustee and Securities Administrator. (a) The
Trustee and the Securities Administrator may at any time resign and be discharged from the Trust hereby
created by giving written notice thereof to the Depositor and the Master Servicer, with a copy to the
Rating Agencies. Upon receiving such notice of resignation, the Depositor shall promptly appoint a
successor Trustee or successor Securities Administrator, as applicable, by written instrument, in
triplicate, one copy of which instrument shall be delivered to each of the resigning Trustee or
Securities Administrator, as applicable, the successor Trustee or Securities Administrator, as
applicable. If no successor Trustee or Securities Administrator shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of resignation, the resigning
Trustee or Securities Administrator may petition any court of competent jurisdiction for the appointment
of a successor Trustee or Securities Administrator.
(b) If at any time the Trustee or the Securities Administrator shall cease to be eligible
in accordance with the provisions of Section 9.06 and shall fail to resign after written request
therefor by the Depositor or if at any time the Trustee or the Securities Administrator shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the
Securities Administrator, as applicable, or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or the Securities Administrator, as applicable, or of its
property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor
shall promptly remove the Trustee, or shall be entitled to remove the Securities Administrator, as
applicable, and appoint a successor Trustee or Securities Administrator, as applicable, by written
instrument, in triplicate, one copy of which instrument shall be delivered to each of the Trustee or
Securities Administrator, as applicable, so removed, and the successor Trustee or Securities
Administrator, as applicable.
(c) The Holders of Certificates evidencing Fractional Undivided Interests aggregating not
less than 51% of the Trust Fund may at any time remove the Trustee or the Securities Administrator and
appoint a successor Trustee or Securities Administrator by written instrument or instruments, in
quintuplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Depositor, the Master Servicer, the Securities Administrator
(if the Trustee is removed), the Trustee (if the Securities Administrator is removed), and the Trustee
or Securities Administrator so removed and the successor so appointed. In the event that the Trustee or
Securities Administrator is removed by the Holders of Certificates in accordance with this
Section 9.08(c), the Holders of such Certificates shall be responsible for paying any compensation
payable hereunder to a successor Trustee or successor Securities Administrator, in excess of the amount
paid hereunder to the predecessor Trustee or predecessor Securities Administrator, as applicable.
(d) No resignation or removal of the Trustee or the Securities Administrator and
appointment of a successor Trustee or Securities Administrator pursuant to any of the provisions of this
Section 9.08 shall become effective except upon appointment of and acceptance of such appointment by the
successor Trustee or Securities Administrator as provided in Section 9.09.
Section 9.09. Successor Trustee and Successor Securities Administrator. (a) Any successor
Trustee or Securities Administrator appointed as provided in Section 9.08 shall execute, acknowledge and
deliver to the Depositor and to its predecessor Trustee or Securities Administrator an instrument
accepting such appointment hereunder. The resignation or removal of the predecessor Trustee or
Securities Administrator shall then become effective and such successor Trustee or Securities
Administrator, 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 or Securities Administrator herein. The predecessor Trustee or Securities
Administrator shall, after its receipt of payment in full of its outstanding fees and expenses promptly
deliver to the successor Trustee or Securities Administrator, as applicable, all assets and records of
the Trust held by it hereunder, and the Depositor and the predecessor Trustee or Securities
Administrator, as applicable, shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or
Securities Administrator, as applicable, all such rights, powers, duties and obligations.
(b) No successor Trustee or Securities Administrator shall accept appointment as provided
in this Section 9.09 unless at the time of such acceptance such successor Trustee or Securities
Administrator shall be eligible under the provisions of Section 9.06.
(c) Upon acceptance of appointment by a successor Trustee or Securities Administrator as
provided in this Section 9.09, the successor Trustee or Securities Administrator shall mail notice of
the succession of such Trustee or Securities Administrator hereunder to all Certificateholders at their
addresses as shown in the Certificate Register and to the Rating Agencies. The Company shall pay the
cost of any mailing by the successor Trustee or Securities Administrator.
Section 9.10. Merger or Consolidation of Trustee or Securities Administrator. Any state
bank or trust company or national banking association into which the Trustee or the Securities
Administrator may be merged or converted or with which it may be consolidated or any state bank or trust
company or national banking association resulting from any merger, conversion or consolidation to which
the Trustee or the Securities Administrator, respectively, shall be a party, or any state bank or trust
company or national banking association succeeding to all or substantially all of the corporate trust
business of the Trustee or the Securities Administrator, respectively, shall be the successor of the
Trustee or the Securities Administrator, respectively, hereunder, provided such state bank or trust
company or national banking association shall be eligible under the provisions of Section 9.06. Such
succession shall be valid without the execution, delivery of notice or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
Section 9.11. Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other
provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust or property constituting the same may at the time be located, the Depositor
and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Trustee and the Depositor to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of
the Trust, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part
thereof, and, subject to the other provisions of this Section 9.11, such powers, duties, obligations,
rights and trusts as the Depositor and the Trustee may consider necessary or desirable.
(b) If the Depositor shall not have joined in such appointment within 15 days after the
receipt by it of a written request so to do, the Trustee shall have the power to make such appointment
without the Depositor.
(c) No co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor Trustee under Section 9.06 hereunder and no notice to Certificateholders of
the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 9.08 hereof.
(d) In the case of any appointment of a co-trustee or separate trustee pursuant to this
Section 9.11, all rights, powers, duties and obligations conferred or imposed upon the Trustee and
required to be conferred on such co-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 Master 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 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.
(e) 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 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.
(f) To the extent not prohibited by law, any separate trustee or co-trustee may, at any
time, request the Trustee, its agent or attorney-in-fact, with full power and authority, to do any
lawful act under or with respect to this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, 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.
(g) No trustee under this Agreement shall be personally liable by reason of any act or
omission of another trustee under this Agreement. The Depositor and the Trustee acting jointly may at
any time accept the resignation of or remove any separate trustee or co-trustee.
Section 9.12. Federal Information Returns and Reports to Certificateholders; REMIC
Administration. (a) For federal income tax purposes, the taxable year of each 2006-4 REMIC shall be a
calendar year and the Securities Administrator shall maintain or cause the maintenance of the books of
each such 2006-4 REMIC on the accrual method of accounting.
(b) The Securities Administrator shall prepare and file or cause to be filed with the
Internal Revenue Service, and the Trustee shall upon the written instruction of the Securities
Administrator sign, Federal tax information returns or elections required to be made hereunder with
respect to each 2006-4 REMIC, the Trust Fund, if applicable, and the Certificates containing such
information and at the times and in the manner as may be required by the Code or applicable Treasury
regulations, and the Securities Administrator shall furnish to each Holder of Certificates at any time
during the calendar year for which such returns or reports are made such statements or information at
the times and in the manner as may be required thereby, including, without limitation, reports relating
to mortgaged property that is abandoned or foreclosed, receipt of mortgage interests in kind in a trade
or business, a cancellation of indebtedness, interest, original issue discount and market discount or
premium (using a constant prepayment assumption of 30% CPR for the Group I Mortgage Loans and 25% CPR
for the Group II Mortgage Loans and the Group III Mortgage Loans). The Securities Administrator will
apply for an Employee Identification Number from the IRS under Form SS-4 or any other acceptable method
for all tax entities. In connection with the foregoing, the Securities Administrator shall timely
prepare and file, and the Trustee shall upon the written instruction of the Securities Administrator
sign, IRS Form 8811, which shall provide the name and address of the person who can be contacted to
obtain information required to be reported to the holders of regular interests in each 2006-4 REMIC (the
"REMIC Reporting Agent"). The Securities Administrator on behalf of the Trustee shall make elections to
treat each 2006-4 REMIC as a REMIC (which elections shall apply to the taxable period ending
December 31, 2006 and each calendar year thereafter) in such manner as the Code or applicable Treasury
regulations may prescribe, and as described by the Securities Administrator. The Trustee shall upon the
written instruction of the Securities Administrator sign all tax information returns filed pursuant to
this Section and any other returns as may be required by the Code. The Holder of the largest percentage
interest in the Residual Certificates is hereby designated as the "Tax Matters Person" (within the
meaning of Treas. Reg. §§1.860F-4(d)) for each 2006-4 REMIC. The Securities Administrator is hereby
designated and appointed as the agent of each such Tax Matters Person. Any Holder of a Residual
Certificate will by acceptance thereof appoint the Securities Administrator as agent and
attorney-in-fact for the purpose of acting as Tax Matters Person for each 2006-4 REMIC during such time
as the Securities Administrator does not own any such Residual Certificate. In the event that the Code
or applicable Treasury regulations prohibit the Trustee from signing tax or information returns or other
statements, or the Securities Administrator from acting as agent for the Tax Matters Person, the Trustee
and the Securities Administrator shall take whatever action that in their sole good faith judgment is
necessary for the proper filing of such information returns or for the provision of a tax matters
person, including designation of the Holder of the largest percentage interest in a Residual Certificate
to sign such returns or act as tax matters person. Each Holder of a Residual Certificate shall be bound
by this Section.
(c) The Securities Administrator shall provide upon request and receipt of reasonable
compensation, such information as required in Section 860D(a)(6)(B) of the Code to the Internal Revenue
Service, to any Person purporting to transfer a Residual Certificate to a Person other than a transferee
permitted by Section 5.05(b), and to any regulated investment company, real estate investment trust,
common trust fund, partnership, trust, estate, organization described in Section 1381 of the Code, or
nominee holding an interest in a pass-through entity described in Section 860E(e)(6) of the Code, any
record holder of which is not a transferee permitted by Section 5.05(b) (or which is deemed by statute
to be an entity with a disqualified member).
(d) The Securities Administrator shall prepare and file or cause to be filed, and the
Trustee shall upon the written instruction of the Securities Administrator sign, any state income tax
returns required under Applicable State Law with respect to each REMIC or the Trust Fund.
(e) Notwithstanding any other provision of this Agreement, the Securities Administrator
shall comply with all federal withholding requirements respecting payments to Certificateholders of
interest or original issue discount on the Mortgage Loans, that the Securities Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders shall not be required for
such withholding. In the event the Securities Administrator withholds any amount from interest or
original issue discount payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Securities Administrator shall, together with its monthly report to such
Certificateholders, indicate such amount withheld.
(f) The Trustee and the Securities Administrator each agrees to indemnify the Trust Fund
and the Depositor for any taxes and costs including, without limitation, any reasonable attorneys fees
imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach
by such party of such party's covenants set forth in this Section 9.12; provided, however, such
liability and obligation to indemnify in this paragraph shall be several and not joint and the Trustee
and the Securities Administrator shall not be liable or be obligated to indemnify the Trust Fund for the
failure by the other to perform any duty under this Agreement or the breach by the other of any covenant
in this Agreement.
ARTICLE X
Termination
Xxxxxxx 00.00. Xxxxxxxxxxx Xxxx Xxxxxxxxxx by EMC or its Designee or Liquidation of the
Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities of the
Depositor, the Trustee, the Master Servicer and the Securities Administrator created hereby, other than
the obligation of the Securities Administrator to make payments to Certificateholders as set forth in
this Section 10.01 shall terminate:
(i) in accordance with Section 10.01(c), the repurchase by or at the direction of
EMC or its designee of all of the Mortgage Loans in each of Loan Group I, Loan Group II and Loan Group
III (which repurchase of the Group I Mortgage Loans, the Group II Mortgage Loans and the Group III
Mortgage Loans may occur on separate dates) and all related REO Property remaining in the Trust at a
price (the "Termination Purchase Price") equal to the sum of (without duplication) (a) 100% of the
Outstanding Principal Balance of each Mortgage Loan in such Loan Group (other than a Mortgage Loan
related to REO Property) as of the date of repurchase, net of the principal portion of any unreimbursed
Monthly Advances on the Mortgage Loans relating to the Mortgage Loans made by the purchaser, plus
accrued but unpaid interest thereon at the applicable Mortgage Interest Rate to, but not including, the
first day of the month of repurchase, (b) the appraised value of any related REO Property, less the good
faith estimate of the Depositor of liquidation expenses to be incurred in connection with its disposal
thereof (but not more than the Outstanding Principal Balance of the related Mortgage Loan, together with
interest at the applicable Mortgage Interest Rate accrued on that balance but unpaid to, but not
including, the first day of the month of repurchase), such appraisal to be calculated by an appraiser
mutually agreed upon by the Depositor and the Trustee at the expense of the Depositor, (c) unreimbursed
out-of pocket costs of the Master Servicer, including unreimbursed servicing advances and the principal
portion of any unreimbursed Monthly Advances, made on the Mortgage Loans in such Loan Group prior to the
exercise of such repurchase right, (d) any costs and damages incurred by the Trust in connection with
any violation of any predatory or abusive lending laws with respect to a Mortgage Loan, and (e) any
unreimbursed costs and expenses of the Trustee, the Custodian and the Securities Administrator payable
pursuant to Section 9.05;
(ii) the later of the making of the final payment or other liquidation, or any
advance with respect thereto, of the last Mortgage Loan, remaining in the Trust Fund or the disposition
of all property acquired with respect to any Mortgage Loan; provided, however, that in the event that an
advance has been made, but not yet recovered, at the time of such termination, the Person having made
such advance shall be entitled to receive, notwithstanding such termination, any payments received
subsequent thereto with respect to which such advance was made; or
(iii) the payment to the Certificateholders of all amounts required to be paid to
them pursuant to this Agreement.
(b) In no event, however, shall the Trust created hereby continue beyond the expiration of
21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late
Ambassador of the United States to the Court of St. James's, living on the date of this Agreement.
(c) (i) The right of EMC or its designee to repurchase Group I Mortgage Loans and
related assets described in Section 10.01(a)(i) above shall be exercisable only if the aggregate Stated
Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the sum
of the Cut-off Date Balance.
(ii) The right of EMC or its designee to repurchase Group II Mortgage Loans and
related assets described in Section 10.01(a)(i) above shall be exercisable only if the aggregate Stated
Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 10% of the sum
of the Cut-off Date Balance.
(iii) The right of EMC or its designee to repurchase Group III Mortgage Loans and
related assets described in Section 10.01(a)(i) above shall be exercisable only if the sum of the
Stated Principal Balance of the Mortgage Loans in Loan Group III at the time of any such repurchase is
less than 10% of the sum of the Cut-off Date Balance.
(iv) The right of EMC or its designee to repurchase all the assets of the Trust
Fund described in Section 10.01(a)(i) above shall also be exercisable if the Depositor, based upon an
Opinion of Counsel addressed to the Depositor, the Trustee and the Securities Administrator has
determined that the REMIC status of any 2006-4 REMIC has been lost or that a substantial risk exists
that such REMIC status will be lost for the then-current taxable year.
(v) At any time thereafter, in the case of (i) and (ii) or (iii) above, EMC may
elect to terminate any 2006-4 REMIC at any time, and upon such election, the Depositor or its designee,
shall purchase in accordance with Section 10.01(a)(i) above all the assets of the Trust Fund.
(d) The Securities Administrator shall give notice of any termination to the
Certificateholders, with a copy to the Master Servicer and the Trustee and the Rating Agencies upon
which the Certificateholders shall surrender their Certificates to the Securities Administrator for
payment of the final distribution and cancellation. Such notice shall be given by letter, mailed not
earlier than the l5th day and not later than the 25th day of the month next preceding the month of such
final distribution, and shall specify (i) the Distribution Date upon which final payment of the
Certificates will be made upon presentation and surrender of the Certificates at the Corporate Trust
Office of the Securities Administrator therein designated, (ii) the amount of any such final payment and
(iii) 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 Corporate Trust Office of the
Securities Administrator therein specified.
(e) If the option of EMC to repurchase or cause the repurchase of all Group I Mortgage
Loans, the Group II Mortgage Loans or the Group III Mortgage Loans and the related assets described in
Section 10.01(c) above is exercised, EMC and/or its designee shall deliver to the Securities
Administrator for deposit in the Distribution Account, by the Business Day prior to the applicable
Distribution Date, an amount equal to the Termination Purchase Price of the Mortgage Loans being
repurchased on such Distribution Date. Upon presentation and surrender of the related Certificates by
the related Certificateholders, the Securities Administrator shall distribute to such Certificateholders
from amounts then on deposit in the Distribution Account an amount determined as follows: with respect
to each such Certificate (other than the Class II-X Certificates, the Residual Certificates and the
Class XP Certificates), the outstanding Certificate Principal Balance, plus with respect to each such
Certificate (other than the Residual Certificates and the Class XP Certificates), one month's interest
thereon at the applicable Pass-Through Rate; and with respect to the Class R Certificates and the Class
XP Certificates, the percentage interest evidenced thereby multiplied by the difference, if any, between
the above described repurchase price and the aggregate amount to be distributed to the Holders of the
related Certificates (other than the Residual Certificates and the Class XP Certificates). If the
amounts then on deposit in the Distribution Account are not sufficient to pay all of the related
Certificates in full (other than the Residual Certificates and the Class XP Certificates), any such
deficiency will be allocated in the case of a repurchase of the Group I Mortgage Loans, first, to the
Class I-B Certificates, in inverse order of their numerical designation, second, to the Class I-M
Certificates, in inverse order of their numerical designation, and then to the related Senior
Certificates, on a pro rata basis, in the case of a repurchase of the Group II Mortgage Loans, first, to
the Class II-B Certificates, in inverse order of their numerical designation, and then to the related
Senior Certificates, on a pro rata basis, and the case of a repurchase of the Group III Mortgage Loans,
first, to the Class III-B Certificates, in inverse order of their numerical designation, and then to the
related Senior Certificates, on a pro rata basis. Upon deposit of the required repurchase price and
following such final Distribution Date for the related Certificates, the Trustee shall cause the
Custodian to promptly release to EMC and/or its designee the Mortgage Files for the remaining applicable
Mortgage Loans, and the Accounts with respect thereto shall terminate, subject to the Securities
Administrator's obligation to hold any amounts payable to the related Certificateholders in trust
without interest pending final distributions pursuant to Section 10.01(g). After final distributions
pursuant to Section 10.01(g) to all Certificateholders, any other amounts remaining in the Accounts
will belong to the Depositor.
(f) In the event that this Agreement is terminated by reason of the payment or liquidation
of all Mortgage Loans or the disposition of all property acquired with respect to all Mortgage Loans
under Section 10.01(a)(ii) above, upon the presentation and surrender of the Certificates, the
Securities Administrator shall distribute to the remaining Certificateholders, in accordance with their
respective interests, all distributable amounts remaining in the Distribution Account. Following such
final Distribution Date, the Trustee shall release (or shall instruct the Custodian, on its behalf, to
release) promptly to the Depositor or its designee the Mortgage Files for the remaining Mortgage Loans,
and the Distribution Account shall terminate, subject to the Securities Administrator's obligation to
hold any amounts payable to the Certificateholders in trust without interest pending final distributions
pursuant to this Section 10.01(f).
(g) If not all of the Certificateholders shall surrender their Certificates for
cancellation within six months after the time specified in the above-mentioned written notice, the
Securities Administrator shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution with respect thereto.
If within six months after the second notice, not all the Certificates shall have been surrendered for
cancellation, the Securities Administrator may take appropriate steps, or appoint any agent to take
appropriate steps, to contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject
to this Agreement.
(h) EMC, if it is not the Master Servicer, or its designee, as applicable, shall be deemed
to represent that one of the following will be true and correct: (i) the exercise of the optional
termination right set forth in Section 10.01 shall not result in a non-exempt prohibited transaction
under ERISA or Section 4975 of the Code or (ii) EMC or such designee, as applicable, is (A) not a party
in interest with respect to any Plan and (B) is not a "benefit plan investor" (other than a plan
sponsored or maintained by EMC or the designee, as the case may be, provided that no assets of such plan
are invested or deemed to be invested in the Certificates). If the holder of the optional termination
right is unable to exercise such option by reason of the preceding sentence, then the Master Servicer
may exercise such option.
Section 10.02. Additional Termination Requirements. (a) If the option of the Depositor to
repurchase all the Mortgage Loans under Section 10.01(a)(i) above is exercised, the Trust Fund and each
2006-4 REMIC shall be terminated in accordance with the following additional requirements, unless the
Trustee has been furnished with an Opinion of Counsel addressed to the Trustee 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" as defined in Section 860F of the Code on each 2006-4
REMIC or (ii) cause any 2006-4 REMIC to fail to qualify as a 2006-4 REMIC at any time that any Regular
Certificates are outstanding:
(i) within 90 days prior to the final Distribution Date, at the written direction
of Depositor, the Securities Administrator, as agent for the respective Tax Matters Persons, shall adopt
a plan of complete liquidation of each 2006-4 REMIC in the case of a termination under Section
10.01(a)(i). Such plan, which shall be provided to the Securities Administrator by the Depositor, shall
meet the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations
thereunder.
(ii) the Depositor shall notify the Trustee and the Securities Administrator at the
commencement of such 90-day liquidation period and, at or prior to the time of making of the final
payment on the Certificates, the Securities Administrator shall sell or otherwise dispose of all of the
remaining assets of the Trust Fund in accordance with the terms hereof; and
(iii) at or after the time of adoption of such a plan of complete liquidation of any
2006-4 REMIC and at or prior to the final Distribution Date, the Securities Administrator shall sell for
cash all of the assets of the Trust to or at the direction of the Depositor, and each 2006-4 REMIC,
shall terminate at such time.
(b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree
to adopt such a plan of complete liquidation of the related 2006-4 REMIC upon the written request of the
Depositor, and to take such action in connection therewith as may be reasonably requested by the
Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for
purposes of adopting such a plan of complete liquidation. The Securities Administrator on behalf of the
Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return
of each 2006-4 REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust
Fund, the Trust Fund and each 2006-4 REMIC shall terminate.
ARTICLE XI
Miscellaneous Provisions
Section 11.01. Intent of Parties. The parties intend that each 2006-4 REMIC shall be treated
as a REMIC for federal income tax purposes and that the provisions of this Agreement should be construed
in furtherance of this intent. Notwithstanding any other express or implied agreement to the contrary,
the Sponsor, the Master Servicer, the Securities Administrator, the Depositor, the Trustee, each
recipient of the related Prospectus Supplement and, by its acceptance thereof, each holder of a
Certificate, agrees and acknowledges that each party hereto has agreed that each of them and their
employees, representatives and other agents may disclose, immediately upon commencement of discussions,
to any and all persons the tax treatment and tax structure of the Certificates and the 2006-4 REMICs,
the transactions described herein and all materials of any kind (including opinions and other tax
analyses) that are provided to any of them relating to such tax treatment and tax structure except where
confidentiality is reasonably necessary to comply with the securities laws of any applicable
jurisdiction. For purposes of this paragraph, the terms "tax treatment" and "tax structure" have the
meanings set forth in Treasury Regulation Sections 1.6011-4(c), 301.6111-2(c) and 301.6112-1(d).
Section 11.02. Amendment. (a) This Agreement may be amended from time to time by the
Company, the Depositor, the Master Servicer, the Securities Administrator and the Trustee, without
notice to or the consent of any of the Certificateholders, to (i) cure any ambiguity, (ii) correct or
supplement any provisions herein that may be defective or inconsistent with any other provisions herein,
(iii) conform any provisions herein to the provisions in the Prospectus, (iv) comply with any changes in
the Code, (v) to revise or correct any provisions to reflect the obligations of the parties to this
Agreement as they relate to Regulation AB or (vi) make any other provisions with respect to matters or
questions arising under this Agreement which shall not be inconsistent with the provisions of this
Agreement; provided, however, that with respect to clauses (iv) and (vi) of this Section 11.02(a), such
action shall not, as evidenced by an Opinion of Independent Counsel, addressed to the Trustee, adversely
affect in any material respect the interests of any Certificateholder. Notwithstanding anything
contained in Section 3.23, this Agreement shall not be amended without the agreement of all the parties
hereto.
(b) This Agreement may also be amended from time to time by the Company, the Master
Servicer, the Depositor, the Securities Administrator and the Trustee, with the consent of the Holders
of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust
Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, 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 Certificateholders; provided, however,
that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments
received on Mortgage Loans which are required to be distributed on any Certificate without the consent
of the Holder of such Certificate, (ii) reduce the aforesaid percentage of Certificates the Holders of
which are required to consent to any such amendment, without the consent of the Holders of all
Certificates then outstanding, or (iii) cause any 2006-4 REMIC to fail to qualify as a REMIC for federal
income tax purposes, as evidenced by an Opinion of Independent Counsel addressed to the Trustee which
shall be provided to the Trustee other than at the Trustee's expense. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this
Section 11.02(b), Certificates registered in the name of or held for the benefit of the Depositor, the
Securities Administrator, the Master Servicer, or the Trustee or any Affiliate thereof shall be entitled
to vote their Fractional Undivided Interests with respect to matters affecting such Certificates.
(c) Promptly after the execution of any such amendment, the Securities Administrator shall
furnish a copy of such amendment or written notification of the substance of such amendment to each
Certificateholder, the Rating Agencies and the Trustee.
(d) In the case of an amendment under Section 11.02(b) above, it shall not be necessary
for the Certificateholders to approve the particular form of such an amendment. Rather, it shall be
sufficient if the Certificateholders approve the substance of the amendment. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall
be subject to such reasonable regulations as the Securities Administrator may prescribe.
(e) Prior to the execution of any amendment to this Agreement, the Trustee and the
Securities Administrator shall be entitled to receive and rely upon an Opinion of Counsel addressed to
the Trustee and the Securities Administrator stating that the execution of such amendment is authorized
or permitted by this Agreement. The Trustee and the Securities Administrator may, but shall not be
obligated to, enter into any such amendment which affects the Trustee's or the Securities
Administrator's own respective rights, duties or immunities under this Agreement.
Section 11.03. Recordation of Agreement. To the extent permitted by applicable law, 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 Mortgaged Properties are
situated, and in any other appropriate public recording office or elsewhere. The Depositor shall effect
such recordation, at the expense of the Trust upon the request in writing of a Certificateholder, but
only if such direction is accompanied by an Opinion of Counsel (provided at the expense of the
Certificateholder requesting recordation) to the effect that such recordation would materially and
beneficially affect the interests of the Certificateholders or is required by law.
Section 11.04. Limitation on Rights of Certificateholders. (a) The death or incapacity of
any Certificateholder shall not 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
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.
(b) Except as expressly provided in this Agreement, no Certificateholders shall have any
right to vote 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 establish the Certificateholders from time to time as partners or
members of an association; nor shall any Certificateholders 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.
(c) No Certificateholder shall have any right by virtue of any provision of this Agreement
to institute any suit, action or proceeding in equity or at law upon, under or with respect to this
Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to
any such parties unless (i) such Certificateholder previously shall have given to the Securities
Administrator a written notice of a continuing default, as herein provided, (ii) the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund
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 and expenses and liabilities to be incurred therein or thereby, and (iii) 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.
(d) No one or more Certificateholders shall have any right by virtue of any provision of
this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain
priority or preference over any other such Certificateholder, 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 11.04, each
and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at
law or in equity.
Section 11.05. Acts of Certificateholders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by
Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Certificateholders in person or by an agent duly appointed in writing. Except as
herein otherwise expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Securities Administrator and, where it is expressly required, to the
Depositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Agreement and conclusive in favor of the Securities Administrator and
the Depositor, if made in the manner provided in this Section 11.05.
(b) The fact and date of the execution by any Person of any such instrument or writing may
be proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such execution is by a
signer acting in a capacity other than his or her individual capacity, such certificate or affidavit
shall also constitute sufficient proof of his or her authority. The fact and date of the execution of
any such instrument or writing, or the authority of the individual executing the same, may also be
proved in any other manner which the Securities Administrator deems sufficient.
(c) The ownership of Certificates (notwithstanding any notation of ownership or other
writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a
Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and
neither the Trustee, the Securities Administrator, the Depositor, the Master Servicer nor any successor
to any such parties shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver or other action
of the holder of any Certificate shall bind every future holder of the same Certificate and the holder
of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in
lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the
Securities Administrator, the Depositor, the Master Servicer or any successor to any such party in
reliance thereon, whether or not notation of such action is made upon such Certificates.
(e) In determining whether the Holders of the requisite percentage of Certificates
evidencing Fractional Undivided Interests have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Certificates owned by the Trustee, the Securities Administrator,
the Depositor, the Master Servicer or any Affiliate thereof shall be disregarded, except as otherwise
provided in Section 11.02(b) and except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent or waiver, only
Certificates which a Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Certificates which have been pledged in good faith to the Trustee, the Securities
Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be regarded as
outstanding if the pledgor establishes to the satisfaction of the Trustee the pledgor's right to act
with respect to such Certificates and that the pledgor is not an Affiliate of the Trustee, the
Securities Administrator, the Depositor, or the Master Servicer, as the case may be.
Section 11.06. Governing Law. THIS AGREEMENT AND THE CERTIFICATES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, WHICH THE PARTIES HERETO EXPRESSLY RELY UPON IN THE
CHOICE OF SUCH LAW AS THE GOVERNING LAW HEREUNDER) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.07. Notices. All demands and notices hereunder shall be in writing and shall be
deemed given when delivered at (including delivery by facsimile) or mailed by registered mail, return
receipt requested, postage prepaid, or by recognized overnight courier, to (i) in the case of the
Depositor, Structured Asset Mortgage Investments II Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Chief Counsel, and with respect to Reg AB notifications to the Depositor at
xxxxxxxxxxxxxxxxxx@xxxx.xxx; (ii) in the case of the Trustee, at its Corporate Trust Office, or such
other address as may hereafter be furnished to the other parties hereto in writing; (iii) in the case of
the Company, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Vice President-Servicing,
telecopier number: (000) 000-0000, or to such other address as may hereafter be furnished to the other
parties hereto in writing; (iv) in the case of the Master Servicer or Securities Administrator, Xxxxx
Fargo Bank, National Association, X.X. Xxx 00, Xxxxxxxx Xxxxxxxx 00000 (or, in the case of overnight
deliveries, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 21045) (Attention: Corporate Trust Services –
XXXXXX 0000-0), xxxxxxxxx no.: (000) 000-0000, or such other address as may hereafter be furnished to
the other parties hereto in writing; or (v) in the case of the Rating Agencies, Xxxxx'x Investors
Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and Standard & Poor's, a division of The
XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Any notice delivered to the
Depositor, the Master Servicer, the Securities Administrator or the Trustee under this Agreement shall
be effective only upon receipt. Any notice required or permitted to be mailed to a Certificateholder,
unless otherwise provided herein, shall be given by first-class mail, postage prepaid, at the address of
such Certificateholder as shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly given when mailed, whether
or not the Certificateholder receives such notice.
Section 11.08. 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 severed 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 11.09. Successors and Assigns. The provisions of this Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the parties hereto.
Section 11.10. Article and Section Headings. The article and section headings herein are for
convenience of reference only, and shall not limit or otherwise affect the meaning hereof.
Section 11.11. Counterparts. This Agreement may be executed in two or more counterparts each
of which when so executed and delivered shall be an original but all of which together shall constitute
one and the same instrument.
Section 11.12. Notice to Rating Agencies. The article and section headings herein are for
convenience of reference only, and shall not limited or otherwise affect the meaning hereof. The
Securities Administrator shall promptly provide notice to each Rating Agency with respect to each of the
following of which a Responsible Officer of the Securities Administrator has actual knowledge:
1. Any material change or amendment to this Agreement or the Servicing Agreements;
2. The occurrence of any Event of Default that has not been cured;
3. The resignation or termination of the Master Servicer, the Trustee or the
Securities Administrator;
4. The repurchase or substitution of any Mortgage Loans;
5. The final payment to Certificateholders; and
6. Any change in the location of the Distribution Account.
Section 11.13. Effectiveness of Amended and Restated Pooling and Servicing Agreement. The
parties hereto agree that the provisions of this Amended and Restated Pooling and Servicing Agreement
are hereby effective as of the Closing Date.
IN WITNESS WHEREOF, the Depositor, the Trustee, the Master Servicer and the Securities
Administrator have caused their names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as
Depositor
By: __/s/ Baron Silerstein________
Name: Xxxxx Xxxxxxxxxxx
Title: Senior Managing Director
CITIBANK, N.A., as Trustee
By: __/s/ Xxxx Hannon_____________
Name: Xxxx Xxxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Master
Servicer
By: __/s/ Xxxxxx Taylor___________
Name: Xxxxxx Xxxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as
Securities Administrator
By: __/s/ Xxxxxx Taylor___________
Name: Xxxxxx Xxxxxx
Title: Vice President
EMC MORTGAGE CORPORATION
By: __/s/ Xxx Stepanek_____________
Name: Xxx Xxxxxxxx
Title: Executive Vice President
Accepted and Agreed as to
Sections 2.01, 2.02, 2.03, 2.04 and 9.09(c)
in its capacity as Sponsor
EMC MORTGAGE CORPORATION
By: ___/s/ Xxxxxx Pratt___________________
Name: Xxxxxx Xxxxx
Title: Senior Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the [__] day of October 2006, before me, a notary public in and for said State, personally
appeared Xxxxx Xxxxxxxxxxx, known to me to be a Vice President of Structured Asset Mortgage Investments
II Inc., the limited liability company that executed the within instrument, and also known to me to be
the person who executed it on behalf of said limited liability company, and acknowledged to me that such
limited liability company executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
____/s/ Xxxxxxxx Sterling________________
Notary Public
[Notarial Seal]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the [__] day of October 2006, before me, a notary public in and for said State, personally
appeared Xxxx Xxxxxx, known to me to be a Vice President of Citibank, N.A., the entity that executed the
within instrument, and also known to me to be the person who executed it on behalf of said entity, and
acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
____/s/ Zamirah El-Amin____________________
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
) ss.:
CITY OF BALTIMORE )
On the [__] day of October 2006, before me, a notary public in and for said State, personally
appeared Xxxxxx X. Xxxxxx, known to me to be a Vice President of Xxxxx Fargo Bank, National Association,
the entity that executed the within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
____/s/ Xxxxxxxx Richardson_______________
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
) ss.:
CITY OF BALTIMORE )
On the [__] day of October 2006, before me, a notary public in and for said State, personally
appeared Xxxxxx X. Xxxxxx, known to me to be a Vice President of Xxxxx Fargo Bank, National Association,
the entity that executed the within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
_____/s/ Xxxxxxxx Richardson______________
Notary Public
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On the [__] day of October 2006, before me, a notary public in and for said State, personally
appeared Xxxxxx Xxxxx, known to me to be Executive Vice President of EMC Mortgage Corporation, the
corporation that executed the within instrument, and also known to me to be the person who executed it
on behalf of said corporation, and acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
______/s/ Alfie D. Kearney_________________
Notary Public
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On the [__] day of October 2006, before me, a notary public in and for said State, personally
appeared Xxx Xxxxxxxx, known to me to be Executive Vice President of EMC Mortgage Corporation, the
corporation that executed the within instrument, and also known to me to be the person who executed it
on behalf of said corporation, and acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
______/s/ Alfie D. Kearney_________________
Notary Public
[Notarial Seal]
APPENDIX 1
Calculation of REMIC I Y Principal Reduction Amounts
For any Distribution Date the amounts by which the Uncertificated Principal Balances of REMIC I Regular
Interests Y-1, Y-2 and Y-3, respectively, will be reduced on such distribution date by the allocation of Realized
Losses and the distribution of principal, determined as follows:
First, for each of Sub-Loan Group II-1, Sub-Loan Group II-2 and Sub-Loan Group II-3, determine the weighted
average of the Net Rates of the Mortgage Loans in that Sub-Loan Group for distributions of interest that will be
made on the next succeeding Distribution Date (the "Group Interest Rate"). The Class Y Principal Reduction
Amounts will be determined pursuant to the "Generic Solution for the Class Y Principal Reduction Amounts" set
forth below (the "Generic Solution") by making identifications among the actual Sub-Loan Groups and their related
Class Y and Class Z Regular Interests and weighted average net rates and the Groups named in the Generic Solution
and their related Class Y and Class Z Regular Interests as follows:
A. Determine which Sub-Loan Group has the lowest Group Interest Rate. That Sub-Loan Group will be identified
with Group AA and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan Group will
be respectively identified with the Class YAA and Class ZAA Certificates. The Group Interest Rate for that
Sub-Loan Group will be identified with J%. If two or more Sub-Loan Groups have the lowest Group Interest Rate
pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only once in the
course of any such selections pursuant to paragraphs A through C of this definition.
B. Determine which Sub-Loan Group has the second lowest Group Interest Rate. That Sub-Loan Group will be
identified with Group BB and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan
Group will be respectively identified with the Class BB and Class ZBB Certificates. The Group Interest Rate for
that Sub-Loan Group will be identified with K%. If two or more Sub-Loan Groups have the second lowest Group
Interest Rate pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only
once in the course of any such selections pursuant to paragraphs A through C of this definition.
C. Determine which Sub-Loan Group has the third lowest Group Interest Rate. That Sub-Loan Group will be
identified with Group CC and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan
Group will be respectively identified with the Class YCC and Class ZCC Certificates. The Group Interest Rate for
that Sub-Loan Group will be identified with L%. If two or more Sub-Loan Groups have the third lowest Group
Interest Rate pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only
once in the course of any such selections pursuant to paragraphs A through C or this definition.
Generic Solution for Class Y Principal Reduction Amounts:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
PJB = the Group AA Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PLB = the Group CC Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PKB = the Group BB Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
R = the Class CB Certificate Interest Rate = (J%PJB + L%PLB + K%PKB)/(PJB + PLB + PKB)
R1 = the weighted average of the Group Interest Rates for Group AA and Group BB
= (J% (Pj - ΔPj) + K% (Pk - ΔPk))/(Pj - ΔPj + Pk - ΔPk)
R2 = the weighted average of the Group Interest Rates for Group CC and Group BB
= (L% (Pl - ΔPl) + K% (Pk - ΔPk))/(Pl - ΔPl + Pk - ΔPk)
r1 = the weighted average of the Class YAA and Class YBB Certificate Interest Rates
= (J% Yj + K% Yk)/(Yj + Yk)
r2 = the weighted average of the Class YCC and Class YBB Certificate Interest Rates
= (L% Yl + K% Yk)/(Yl + Yk)
Yj = the Class YAA Uncertificated Principal Balance after distributions on the prior Distribution Date.
Yl = the Class YCC Uncertificated Principal Balance after distributions on the prior Distribution Date.
Yk = the Class YBB Uncertificated Principal Balance after distributions on the prior Distribution Date.
ΔYj = the Class YAA Principal Reduction Amount.
ΔYl = the Class YCC Principal Reduction Amount.
ΔYk = the Class YBB Principal Reduction Amount.
Zj = the Class ZAA Uncertificated Principal Balance after distributions on the prior Distribution Date.
Zl = the Class ZCC Uncertificated Principal Balance after distributions on the prior Distribution Date.
Zk = the Class ZBB Uncertificated Principal Balance after distributions on the prior Distribution Date.
ΔZj = the Class ZAA Principal Reduction Amount.
ΔZl = the Class ZCC Principal Reduction Amount.
ΔZk = the Class ZBB Principal Reduction Amount.
Pj = the aggregate of the Class YAA and Class ZAA Uncertificated Principal Balances after distributions on
the prior Distribution Date, which is equal to the aggregate principal balance of the Group AA Mortgage
Loans reduced by the Class R-1 Principal Balance, if applicable.
= Yj + Zj
Pl = the aggregate of the Class YCC and Class ZCC Principal Balances after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group CC Loans reduced by
the Class R-1 Principal Balance, if applicable.
= Yl + Zl =
Pk = the aggregate of the Class YBB and Class ZBB Principal Balances after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group BB Loans reduced by
the Class R Certificate Principal Balance, if any.
= Yk + Zk
ΔPj = the aggregate principal reduction resulting on such Distribution Date on the Group AA Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YAA and Class ZAA
Principal Reduction Amounts.
= ΔYj + ΔZj
ΔPl= the aggregate principal reduction resulting on such Distribution Date on the Group CC Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YCC and Class ZCC
Principal Reduction Amounts.
= ΔYl + ΔZl
ΔPk = the aggregate principal reduction resulting on such Distribution Date on the Group BB Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YBB and Class ZBB
Principal Reduction Amounts.
= ΔYk + ΔZk
α = .0005
γ1 = (R – R1)/(L% - R). If R=>K%, γ1 is a non-negative number unless its denominator is zero,
in which event it is undefined.
γ2 = (R – J%)/( R2 - R). If R<K%, γ2 is a non-negative number.
If γ1 is undefined, ΔYj = Yj, ΔYl = (Yl/Pl)ΔPl, and ΔYk = Yk.
If γ2 is zero, ΔYl = Yl, ΔYj = (Yj/Pj)ΔPj, and ΔYk = Yk.
In the remaining situations, ΔYj, ΔYl and ΔYk shall be defined as follows:
I. If R=>K% and r1=> R1, make the following additional definitions:
δYk = ((J% - R1)/(K% - R1))Yj + Yk
δYk is a number between Yk and 0 such that (J%Yj + K%( CityYk.- δYk))/(Yj + Yk.-
δYk) = R1.
Y4 = Yj + Yk.- δYk
P4 = Pj + Pk.
ΔY4 = ΔYj + ΔYk.- δYk
1. If Yl - α(Pl - ΔPl) => 0, Y4- α(P4 - ΔP4) => 0, and γ1(P4 - ΔP4) < (Pl -
ΔPl), ΔYl = Yl - αγ1(P4 - ΔP4) and ΔY4 = Y4 - α(P4 - ΔP4).
2. If Yl - α(Pl - ΔPl) => 0, Y4 - α(P4 - ΔP4) => 0, and γ1(P4 - ΔP4) =>
(Pl - ΔPl), ΔYl = Yl - α(Pl - ΔPl) and
ΔY4 = Y4 - (α/γ1)(Pl - ΔPl).
3. If Yl - α(Pl - ΔPl) < 0, Y4 - α(P4 - ΔP4) => 0, and Y4 - α(P4 - ΔP4) =>
Y4 - (Yl/γ1), ΔYl = Yl - αγ1(P4 - ΔP4) and
ΔY4 = Y4 - α(P4 - ΔP4).
4. If Yl - α(Pl - ΔPl) < 0, Y4 - (Yl/γ1) => 0, and
Y4 - α(P4 - ΔP4) <= Y4 - (Yl/γ1), ΔYl = 0 and ΔY4 = Y4 - (Yl/γ1).
5. If Y4 - α(P4 - ΔP4) < 0, Y4 - (Yl/γ1) < 0, and
Yl - α(Pl - ΔPl) <= Yl - (γ1Y4), ΔYl = Yl - (γ1Y4) and ΔY4 = 0.
6. If Y4 - α(P4 - ΔP4) < 0, Yl - α(Pl - ΔPl) => 0, and Yl - α(Pl - ΔPl) =>
Yl - (γ1Y4), ΔYl = Yl - α(Pl - ΔPl) and
ΔY4 = Y4 - (α/γ1)(Pl - ΔPl).
ΔYj = [Yj/(Yj + Yk - δYk)]ΔY4
ΔYk = δYk + [(Yk - δYk)/(Yj + Yk - δYk)]ΔY4
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yl - ΔYl ) to (Y4 - ΔY4 ) equal to γ1 after taking account of the allocation
Realized Losses and the distributions that will be made through the end of the Distribution Date to
which such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA,
Class YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to
zero for such Distribution Date;
2. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YAA
and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal Balance less
than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal Balances and
the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YBB
and Class ZBB Uncertificated Principal Balances in each case after giving effect to allocations of
Realized Losses and distributions to be made through the end of the Distribution Date to which such
provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Yl - ΔYl ) and whose denominator is the sum of (Yl -
ΔYl) and (Zl - ΔZl) and (b) the fraction whose numerator is (Y4 - ΔY4) and whose denominator is the sum
of (Y4 - ΔY4), (Zj - ΔZj) and (Zk - ΔZk) as large as possible while remaining less than or equal to
0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY4 between ΔYj and ΔYk cannot be achieved
because either ΔYj as so defined is greater than ΔPj or ΔYk as so defined is greater than ΔPk, such an allocation
shall be made as close as possible to the formula allocation within the requirement that ΔYj < ΔPj and ΔYk < ΔPk.
II. If R=>K% and r1<R1, make the following additional definitions:
δYj = Yj + ((R1 – K%)/(R1 – J%))Yk
δYj is a number between Yj and 0 such that (J%(Yj - δYj) + K%Yk)/(Yj - δYj + Yk.) = R1.
Y5 = Yj - δYj + Yk.
P5 = Pj + Pk.
ΔY5 = ΔYj - δYj + ΔYk.
1. If Yl - α(Pl - ΔPl) => 0, Y5- α(P5 - ΔP5) => 0, and γ1(P5 - ΔP5) < (Pl -
ΔPl), ΔYl = Yl - αγ1(P5 - ΔP5) and ΔY5 = Y5 - α(P5 - ΔP5).
2. If Yl - α(Pl - ΔPl) => 0, Y5 - α(P5 - ΔP5) => 0, and γ1(P5 - ΔP5) =>
(Pl - ΔPl), ΔYl = Yl - α(Pl - ΔPl) and
ΔY5 = Y5 - (α/γ1)(Pl - ΔPl).
3. If Yl - α(Pl - ΔPl) < 0, Y5 - α(P5 - ΔP5) => 0, and Y5 - α(P5 - ΔP5) =>
Y5 - (Yl/γ1), ΔYl = Yl - αγ1(P5 - ΔP5) and
ΔY5 = Y5 - α(P5 - ΔP5).
4. If Yl - α(Pl - ΔPl) < 0, Y5 - (Yl/γ1) => 0, and
Y5 - α(P5 - ΔP5) <= Y5 - (Yl/γ1), ΔYl = 0 and ΔY5 = Y5 - (Yl/γ1).
5. If Y5 - α(P5 - ΔP5) < 0, Y5 - (Yl/γ1) < 0, and
Yl - α(Pl - ΔPl) <= Yl - (γ1Y5), ΔYl = Yl - (γ1Y5) and ΔY5 = 0.
6. If Y5 - α(P5 - ΔP5) < 0, Yl - α(Pl - ΔPl) => 0, and Yl - α(Pl - ΔPl) =>
Yl - (γ1Y5), ΔYl = Yl - α(Pl - ΔPl) and
ΔY5 = Y5 - (α/γ1)(Pl - ΔPl).
ΔYj = δYj + [(Yj - δYj)/(Yj - δYj + Yk)]ΔY5
ΔYk = [Yk/(Yj - δYj + Yk)]ΔY5
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yl - ΔYl) to (Y5 - ΔY5) equal to γ1 after taking account of the allocation Realized
Losses and the distributions that will be made through end of the Distribution Date to which such
provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class YCC,
Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for such
Distribution Date;
2. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YAA
and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal Balance less
than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal Balances and
the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YBB
and Class ZBB Uncertificated Principal Balances in each case after giving effect to allocations of
Realized Losses and distributions to be made through the end of the Distribution Date to which such
provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Yl - ΔYl) and whose denominator is the sum of (Yl -
ΔYl) and (Zl - ΔZl) and (b) the fraction whose numerator is (Y5 - ΔY5) and whose denominator is the sum
of (Y5 - ΔY5), (Zj - ΔZj) and (Zk - ΔZk) as large as possible while remaining less than or equal to
0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY5 between ΔYj and ΔYk cannot be achieved
because either ΔYj as so defined is greater than ΔPj or ΔYk as so defined is greater than ΔPk, such an
allocation shall be made as close as possible to the formula allocation within the requirement that ΔYj < ΔPj and
ΔYk < ΔPk.
III. If R<=K% and r2=> R2, make the following additional definitions:
δYl = ((K% - R2)/(L% - R2))Yk + Yl
δYl is a number between Yl and 0 such that (K%Yk + L%( Yl.- δYl))/(Yk + Yl.- δYl) = R2.
Make the following additional definitions:
Y6 = Yl - δYl + Yk.
P6 = Pl + Pk.
ΔY6 = ΔYl - δYl + ΔYk.
1. If Y6 - α(P6 - ΔP6) => 0, Yj- α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) < (P6 -
ΔP6), ΔY6 = Y6 - αγ2(Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).
2. If Y6 - α(P6 - ΔP6) => 0, Yj - α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) =>
(P6 - ΔP6), ΔY6 = Y6 - α(P6 - ΔP6) and
ΔYj = Yj - (α/γ2)(P6 - ΔP6).
3. If Y6 - α(P6 - ΔP6) < 0, Yj - α(Pj - ΔPj) => 0, and Yj - α(Pj - ΔPj) =>
Yj - (Y6/γ2), ΔY6 = Y6 - αγ2(Pj - ΔPj) and
ΔYj = Yj - α(Pj - ΔPj).
4. If Y6 - α(P6 - ΔP6) < 0, Yj - (Y6/γ2) => 0, and
Yj - α(Pj - ΔPj) <= Yj - (Y6/γ2), ΔY6 = 0 and ΔYj = Yj - (Y6/γ2).
5. If Yj - α(Pj - ΔPj) < 0, Yj - (Y6/γ2) < 0, and
Y6 - α(P6 - ΔP6) <= Y6 - (γ2Yj), ΔY6 = Y6 - (γ2Yj) and ΔYj = 0.
6. If Yj - α(Pj - ΔPj) < 0, Y6 - α(P6 - ΔP6) => 0, and Y6 - α(P6 - ΔP6) =>
Y6 - (γ2Yj), ΔY6 = Y6 - α(P6 - ΔP6) and
ΔYj = Yj - (α/γ2)(P6 - ΔP6).
ΔYl = δYl + [(Yl - δYl)/(Yl - δYl + Yk)]ΔY6
ΔYk = [Yk/(Yl - δYl + Yk)]ΔY6
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yj - ΔYj) to (Y6 - ΔY6) equal to γ2 after taking account of the allocation
Realized Losses and the distributions that will be made through end of the Distribution Date to which
such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class
YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for
such Distribution Date;
2. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YAA
and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal Balance less
than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal Balances and
the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YBB
and Class ZBB Uncertificated Principal Balances in each case after giving effect to allocations of
Realized Losses and distributions to be made through the end of the Distribution Date to which such
provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Yj - ΔYj) and whose denominator is the sum of (Yj -
ΔYj) and (Zh - ΔZj) and (b) the fraction whose numerator is (Y6 - ΔY6) and whose denominator
is the sum of (Y6 - ΔY6), (Zl - ΔZl) and (Zk - ΔZk) as large as possible while remaining less than or
equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY6 between ΔYl and ΔYk cannot be achieved
because either ΔYl as so defined is greater than ΔPl or ΔYk as so defined is greater than ΔPk, such an
allocation shall be made as close as possible to the formula allocation within the requirement that ΔYl < ΔPl and
ΔYk < ΔPk.
IV. If R<K% and r2<R2, make the following additional definitions:
δYk = Yk + ((R2 – L%)/(R2 – K%))Yl
δYk is a number between Yk and 0 such that (K%(Yk - δYk) + L%Yl)/(Yk - δYk + Yl.) = R2.
Y7 = Yk - δYk + Yl.
P7 = Pk + Pl.
ΔY7 = ΔYk - δYk + ΔYl.
1. If Y7 - α(P7 - ΔP7) => 0, Yj- α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) < (P7 -
ΔP7), ΔY7 = Y7 - αγ2(Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).
2. If Y7 - α(P7 - ΔP7) => 0, Yj - α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) =>
(P7 - ΔP7), ΔY7 = Y7 - α(P7 - ΔP7) and
ΔYj = Yj - (α/γ2)(P7 - ΔP7).
3. If Y7 - α(P7 - ΔP7) < 0, Yj - α(Pj - ΔPj) => 0, and Yj - α(Pj - ΔPj) =>
Yj - (Y7/γ2), ΔY7 = Y7 - αγ2(Pj - ΔPj) and
ΔYj = Yj - α(Pj - ΔPj).
4. If Y7 - α(P7 - ΔP7) < 0, Yj - (Y7/γ2) => 0, and
Yj - α(Pj - ΔPj) <= Yj - (Y7/γ2), ΔY7 = 0 and ΔYj = Yj - (Y7/γ2).
5. If Yj - α(Pj - ΔPj) < 0, Yj - (Y7/γ2) < 0, and
Y7 - α(P7 - ΔP7) <= Y7 - (γ2Yj), ΔY7 = Y7 - (γ2Yj) and ΔYj = 0.
6. If Yj - α(Pj - ΔPj) < 0, Y7 - α(P7 - ΔP7) => 0, and Y7 - α(P7 - ΔP7) =>
Y7 - (γ2Yj), ΔY7 = Y7 - α(P7 - ΔP7) and
ΔYj = Yj - (α/γ2)(P7 - ΔP7).
ΔYl = [(Yl/(Yl + Yk - δYk)]ΔY7
ΔYk = δYk + [(Yk - δYk)/(Yl + Yk - δYk)]ΔY7
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yj - ΔYj) to (Y7 - ΔY7) equal to γ2 after taking account of the allocation
Realized Losses and the distributions that will be made through end of the Distribution Date to which
such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class
YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for
such Distribution Date;
2. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the
Class YAA and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal
Balance less than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal
Balances and the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of
the Class YBB and Class ZBB Uncertificated Principal Balances in each case after giving effect to
allocations of Realized Losses and distributions to be made through the end of the Distribution Date to
which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Yj - ΔYj) and whose denominator is the sum of
(Yj - ΔYj) and (Zj - ΔZj) and (b) the fraction whose numerator is (Y7 - ΔY7) and whose denominator is
the sum of (Y7 - ΔY7), (Zl - ΔZl) and (Zk - ΔZk) as large as possible while remaining less than or equal
to 0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (iii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY7 between ΔYl and ΔYk cannot be achieved
because either ΔYl as so defined is greater than ΔPl or ΔYk as so defined is greater than ΔPk,
such an allocation shall be made as close as possible to the formula allocation within the requirement that ΔYl <
ΔPl and ΔYk< ΔPk.
Initial Balance Calculation Method:
[The principal balances for the Class YAA, Class YBB and Class YCC Regular Interests as of the Cut-Off Date
should be calculated as follows: First, calculate the Cut-Off Date values for Pj, Pk and Pl. Then calculate the
Cut-Off Date value of R using those balances and the Senior Certificate balances.
If R=>K%, calculate R1 = (J%Pj + K%Pk)/(Pj + Pk) and γ1 =(R - R1)/(L% - R).
If Pl <= γ1(Pj + Pk), the Cut-Off Date principal balance of the Class YC Regular Interest (Yl) equals
0.0005Pl and the Cut-Off Date principal balances of the Class YAA and Class YBB Regular Interests (Yj and Yk)
equal 0.0005 PjPl/[γ1(Pj + Pk)] and 0.0005 PkPl/[γ1(Pj + Pk)] respectively.
If Pl > γ1(Pj + Pk), the Cut-Off Date principal balances of the Class YAA and Class YBB Regular Interests
(Yj and Yk) equal 0.0005 Pj and 0.0005 Pk respectively and the Cut-Off Date principal balance of the Class YCC
Regular Interest (Yl) equals 0.0005γ1(Pj + Pk).
If R<K%, calculate R2 = (L%Pl + K%Pk)/(Pl + Pk) and γ2 =(R – J%)/( R2 - R).
If Pl + Pk <= γ2Pj, the Cut-Off Date principal balances of the Class YCC and Class YBB Regular Interests
(Yl and Yk) equal 0.0005Pl and 0.0005Pk, respectively, and the Cut-Off Date principal balance of the Class YAA
Regular Interest (Yj) equals 0.0005 (Pl + Pk)/γ2.
If Pl + Pk> γ2Pj, the Cut-Off Date principal balance of the Class YAA Regular Interest (Yj) equal 0.0005 Pj
and the Cut-Off Date principal balances of the Class YCC and Class YBB Regular Interests (Yl and Yk) equal
0.0005γ2PjPl/(Pl +Pk) and 0.0005γ2PjPk/(Pl +Pk), respectively.]
NOTES:
1. Classes YAA and ZAA are related to the Group AA Mortgage Loans. The sum of the Uncertificated Principal
Balances for the Class YAA and Class ZAA Regular Interests is equal to the aggregate stated principal balance of
the Group AA Mortgage Loans. Classes YCC and ZCC are related to the Group CC Mortgage Loans. The sum of the
Uncertificated Principal Balances for the Class YCC and Class ZCC Regular Interests is equal to the aggregate
stated principal balance of the Group CC Mortgage Loans. Classes YBB and ZBB are related to the Group BB
Mortgage Loans. The sum of the Uncertificated Principal Balances for the Class YBB and Class ZBB Regular
Interests is equal to the aggregate stated principal balance of the Group BB Mortgage Loans. The Y and Z classes
will be principal and interest classes bearing interest at the pass-through rate for the related Sub-Loan Group.
APPENDIX 2
Calculation of REMIC II Y Principal Reduction Amounts
For any Distribution Date the amounts by which the Uncertificated Principal Balances of REMIC II Regular
Interests Y-1, Y-2 and Y-3, respectively, will be reduced on such distribution date by the allocation of Realized
Losses and the distribution of principal, determined as follows:
First, for each of Sub-Loan Group III-1, Sub-Loan Group III-2 and Sub-Loan Group III-3, determine the weighted
average of the Net Rates of the Mortgage Loans in that Sub-Loan Group for distributions of interest that will be
made on the next succeeding Distribution Date (the "Group Interest Rate"). The Class Y Principal Reduction
Amounts will be determined pursuant to the "Generic Solution for the Class Y Principal Reduction Amounts" set
forth below (the "Generic Solution") by making identifications among the actual Sub-Loan Groups and their related
Class Y and Class Z Regular Interests and weighted average net rates and the Groups named in the Generic Solution
and their related Class Y and Class Z Regular Interests as follows:
A. Determine which Sub-Loan Group has the lowest Group Interest Rate. That Sub-Loan Group will be identified
with Group AA and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan Group will
be respectively identified with the Class YAA and Class ZAA Certificates. The Group Interest Rate for that
Sub-Loan Group will be identified with J%. If two or more Sub-Loan Groups have the lowest Group Interest Rate
pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only once in the
course of any such selections pursuant to paragraphs A through C of this definition.
B. Determine which Sub-Loan Group has the second lowest Group Interest Rate. That Sub-Loan Group will be
identified with Group BB and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan
Group will be respectively identified with the Class BB and Class ZBB Certificates. The Group Interest Rate for
that Sub-Loan Group will be identified with K%. If two or more Sub-Loan Groups have the second lowest Group
Interest Rate pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only
once in the course of any such selections pursuant to paragraphs A through C of this definition.
C. Determine which Sub-Loan Group has the third lowest Group Interest Rate. That Sub-Loan Group will be
identified with Group CC and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan
Group will be respectively identified with the Class YCC and Class ZCC Certificates. The Group Interest Rate for
that Sub-Loan Group will be identified with L%. If two or more Sub-Loan Groups have the third lowest Group
Interest Rate pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only
once in the course of any such selections pursuant to paragraphs A through C or this definition.
Generic Solution for Class Y Principal Reduction Amounts:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
PJB = the Group AA Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PLB = the Group CC Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PKB = the Group BB Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
R = the Class CB Certificate Interest Rate = (J%PJB + L%PLB + K%PKB)/(PJB + PLB + PKB)
R1 = the weighted average of the Group Interest Rates for Group AA and Group BB
= (J% (Pj - ΔPj) + K% (Pk - ΔPk))/(Pj - ΔPj + Pk - ΔPk)
R2 = the weighted average of the Group Interest Rates for Group CC and Group BB
= (L% (Pl - ΔPl) + K% (Pk - ΔPk))/(Pl - ΔPl + Pk - ΔPk)
r1 = the weighted average of the Class YAA and Class YBB Certificate Interest Rates
= (J% Yj + K% Yk)/(Yj + Yk)
r2 = the weighted average of the Class YCC and Class YBB Certificate Interest Rates
= (L% Yl + K% Yk)/(Yl + Yk)
Yj = the Class YAA Uncertificated Principal Balance after distributions on the prior Distribution Date.
Yl = the Class YCC Uncertificated Principal Balance after distributions on the prior Distribution Date.
Yk = the Class YBB Uncertificated Principal Balance after distributions on the prior Distribution Date.
ΔYj = the Class YAA Principal Reduction Amount.
ΔYl = the Class YCC Principal Reduction Amount.
ΔYk = the Class YBB Principal Reduction Amount.
Zj = the Class ZAA Uncertificated Principal Balance after distributions on the prior Distribution Date.
Zl = the Class ZCC Uncertificated Principal Balance after distributions on the prior Distribution Date.
Zk = the Class ZBB Uncertificated Principal Balance after distributions on the prior Distribution Date.
ΔZj = the Class ZAA Principal Reduction Amount.
ΔZl = the Class ZCC Principal Reduction Amount.
ΔZk = the Class ZBB Principal Reduction Amount.
Pj = the aggregate of the Class YAA and Class ZAA Uncertificated Principal Balances after distributions on
the prior Distribution Date, which is equal to the aggregate principal balance of the Group AA Mortgage
Loans reduced by the Class R-1 Principal Balance, if applicable.
= Yj + Zj
Pl = the aggregate of the Class YCC and Class ZCC Principal Balances after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group CC Loans reduced by
the Class R-1 Principal Balance, if applicable.
= Yl + Zl =
Pk = the aggregate of the Class YBB and Class ZBB Principal Balances after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group BB Loans reduced by
the Class R Certificate Principal Balance, if any.
= Yk + Zk
ΔPj = the aggregate principal reduction resulting on such Distribution Date on the Group AA Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YAA and Class ZAA
Principal Reduction Amounts.
= ΔYj + ΔZj
ΔPl= the aggregate principal reduction resulting on such Distribution Date on the Group CC Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YCC and Class ZCC
Principal Reduction Amounts.
= ΔYl + ΔZl
ΔPk = the aggregate principal reduction resulting on such Distribution Date on the Group BB Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YBB and Class ZBB
Principal Reduction Amounts.
= ΔYk + ΔZk
α = .0005
γ1 = (R – R1)/(L% - R). If R=>K%, γ1 is a non-negative number unless its denominator is zero,
in which event it is undefined.
γ2 = (R – J%)/( R2 - R). If R<K%, γ2 is a non-negative number.
If γ1 is undefined, ΔYj = Yj, ΔYl = (Yl/Pl)ΔPl, and ΔYk = Yk.
If γ2 is zero, ΔYl = Yl, ΔYj = (Yj/Pj)ΔPj, and ΔYk = Yk.
In the remaining situations, ΔYj, ΔYl and ΔYk shall be defined as follows:
I. If R=>K% and r1=> R1, make the following additional definitions:
δYk = ((J% - R1)/(K% - R1))Yj + Yk
δYk is a number between Yk and 0 such that (J%Yj + K%( CityYk.- δYk))/(Yj + Yk.-
δYk) = R1.
Y4 = Yj + Yk.- δYk
P4 = Pj + Pk.
ΔY4 = ΔYj + ΔYk.- δYk
7. If Yl - α(Pl - ΔPl) => 0, Y4- α(P4 - ΔP4) => 0, and γ1(P4 - ΔP4) < (Pl -
ΔPl), ΔYl = Yl - αγ1(P4 - ΔP4) and ΔY4 = Y4 - α(P4 - ΔP4).
8. If Yl - α(Pl - ΔPl) => 0, Y4 - α(P4 - ΔP4) => 0, and γ1(P4 - ΔP4) =>
(Pl - ΔPl), ΔYl = Yl - α(Pl - ΔPl) and
ΔY4 = Y4 - (α/γ1)(Pl - ΔPl).
9. If Yl - α(Pl - ΔPl) < 0, Y4 - α(P4 - ΔP4) => 0, and Y4 - α(P4 - ΔP4) =>
Y4 - (Yl/γ1), ΔYl = Yl - αγ1(P4 - ΔP4) and
ΔY4 = Y4 - α(P4 - ΔP4).
10. If Yl - α(Pl - ΔPl) < 0, Y4 - (Yl/γ1) => 0, and
Y4 - α(P4 - ΔP4) <= Y4 - (Yl/γ1), ΔYl = 0 and ΔY4 = Y4 - (Yl/γ1).
11. If Y4 - α(P4 - ΔP4) < 0, Y4 - (Yl/γ1) < 0, and
Yl - α(Pl - ΔPl) <= Yl - (γ1Y4), ΔYl = Yl - (γ1Y4) and ΔY4 = 0.
12. If Y4 - α(P4 - ΔP4) < 0, Yl - α(Pl - ΔPl) => 0, and Yl - α(Pl - ΔPl) =>
Yl - (γ1Y4), ΔYl = Yl - α(Pl - ΔPl) and
ΔY4 = Y4 - (α/γ1)(Pl - ΔPl).
ΔYj = [Yj/(Yj + Yk - δYk)]ΔY4
ΔYk = δYk + [(Yk - δYk)/(Yj + Yk - δYk)]ΔY4
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
4. Making the ratio of (Yl - ΔYl ) to (Y4 - ΔY4 ) equal to γ1 after taking account of the allocation
Realized Losses and the distributions that will be made through the end of the Distribution Date to
which such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA,
Class YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to
zero for such Distribution Date;
5. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YAA
and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal Balance less
than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal Balances and
the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YBB
and Class ZBB Uncertificated Principal Balances in each case after giving effect to allocations of
Realized Losses and distributions to be made through the end of the Distribution Date to which such
provisions relate; and
6. Making the larger of (a) the fraction whose numerator is (Yl - ΔYl ) and whose denominator is the sum of (Yl -
ΔYl) and (Zl - ΔZl) and (b) the fraction whose numerator is (Y4 - ΔY4) and whose denominator is the sum
of (Y4 - ΔY4), (Zj - ΔZj) and (Zk - ΔZk) as large as possible while remaining less than or equal to
0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY4 between ΔYj and ΔYk cannot be achieved
because either ΔYj as so defined is greater than ΔPj or ΔYk as so defined is greater than ΔPk, such an allocation
shall be made as close as possible to the formula allocation within the requirement that ΔYj < ΔPj and ΔYk < ΔPk.
II. If R=>K% and r1<R1, make the following additional definitions:
δYj = Yj + ((R1 – K%)/(R1 – J%))Yk
δYj is a number between Yj and 0 such that (J%(Yj - δYj) + K%Yk)/(Yj - δYj + Yk.) = R1.
Y5 = Yj - δYj + Yk.
P5 = Pj + Pk.
ΔY5 = ΔYj - δYj + ΔYk.
7. If Yl - α(Pl - ΔPl) => 0, Y5- α(P5 - ΔP5) => 0, and γ1(P5 - ΔP5) < (Pl -
ΔPl), ΔYl = Yl - αγ1(P5 - ΔP5) and ΔY5 = Y5 - α(P5 - ΔP5).
8. If Yl - α(Pl - ΔPl) => 0, Y5 - α(P5 - ΔP5) => 0, and γ1(P5 - ΔP5) =>
(Pl - ΔPl), ΔYl = Yl - α(Pl - ΔPl) and
ΔY5 = Y5 - (α/γ1)(Pl - ΔPl).
9. If Yl - α(Pl - ΔPl) < 0, Y5 - α(P5 - ΔP5) => 0, and Y5 - α(P5 - ΔP5) =>
Y5 - (Yl/γ1), ΔYl = Yl - αγ1(P5 - ΔP5) and
ΔY5 = Y5 - α(P5 - ΔP5).
10. If Yl - α(Pl - ΔPl) < 0, Y5 - (Yl/γ1) => 0, and
Y5 - α(P5 - ΔP5) <= Y5 - (Yl/γ1), ΔYl = 0 and ΔY5 = Y5 - (Yl/γ1).
11. If Y5 - α(P5 - ΔP5) < 0, Y5 - (Yl/γ1) < 0, and
Yl - α(Pl - ΔPl) <= Yl - (γ1Y5), ΔYl = Yl - (γ1Y5) and ΔY5 = 0.
12. If Y5 - α(P5 - ΔP5) < 0, Yl - α(Pl - ΔPl) => 0, and Yl - α(Pl - ΔPl) =>
Yl - (γ1Y5), ΔYl = Yl - α(Pl - ΔPl) and
ΔY5 = Y5 - (α/γ1)(Pl - ΔPl).
ΔYj = δYj + [(Yj - δYj)/(Yj - δYj + Yk)]ΔY5
ΔYk = [Yk/(Yj - δYj + Yk)]ΔY5
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
4. Making the ratio of (Yl - ΔYl) to (Y5 - ΔY5) equal to γ1 after taking account of the allocation Realized
Losses and the distributions that will be made through end of the Distribution Date to which such
provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class YCC,
Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for such
Distribution Date;
5. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YAA
and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal Balance less
than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal Balances and
the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YBB
and Class ZBB Uncertificated Principal Balances in each case after giving effect to allocations of
Realized Losses and distributions to be made through the end of the Distribution Date to which such
provisions relate; and
6. Making the larger of (a) the fraction whose numerator is (Yl - ΔYl) and whose denominator is the sum of (Yl -
ΔYl) and (Zl - ΔZl) and (b) the fraction whose numerator is (Y5 - ΔY5) and whose denominator is the sum
of (Y5 - ΔY5), (Zj - ΔZj) and (Zk - ΔZk) as large as possible while remaining less than or equal to
0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY5 between ΔYj and ΔYk cannot be achieved
because either ΔYj as so defined is greater than ΔPj or ΔYk as so defined is greater than ΔPk, such an
allocation shall be made as close as possible to the formula allocation within the requirement that ΔYj < ΔPj and
ΔYk < ΔPk.
III. If R<=K% and r2=> R2, make the following additional definitions:
δYl = ((K% - R2)/(L% - R2))Yk + Yl
δYl is a number between Yl and 0 such that (K%Yk + L%( Yl.- δYl))/(Yk + Yl.- δYl) = R2.
Make the following additional definitions:
Y6 = Yl - δYl + Yk.
P6 = Pl + Pk.
ΔY6 = ΔYl - δYl + ΔYk.
4. If Y6 - α(P6 - ΔP6) => 0, Yj- α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) < (P6 -
ΔP6), ΔY6 = Y6 - αγ2(Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).
5. If Y6 - α(P6 - ΔP6) => 0, Yj - α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) =>
(P6 - ΔP6), ΔY6 = Y6 - α(P6 - ΔP6) and
ΔYj = Yj - (α/γ2)(P6 - ΔP6).
6. If Y6 - α(P6 - ΔP6) < 0, Yj - α(Pj - ΔPj) => 0, and Yj - α(Pj - ΔPj) =>
Yj - (Y6/γ2), ΔY6 = Y6 - αγ2(Pj - ΔPj) and
ΔYj = Yj - α(Pj - ΔPj).
7. If Y6 - α(P6 - ΔP6) < 0, Yj - (Y6/γ2) => 0, and
Yj - α(Pj - ΔPj) <= Yj - (Y6/γ2), ΔY6 = 0 and ΔYj = Yj - (Y6/γ2).
8. If Yj - α(Pj - ΔPj) < 0, Yj - (Y6/γ2) < 0, and
Y6 - α(P6 - ΔP6) <= Y6 - (γ2Yj), ΔY6 = Y6 - (γ2Yj) and ΔYj = 0.
9. If Yj - α(Pj - ΔPj) < 0, Y6 - α(P6 - ΔP6) => 0, and Y6 - α(P6 - ΔP6) =>
Y6 - (γ2Yj), ΔY6 = Y6 - α(P6 - ΔP6) and
ΔYj = Yj - (α/γ2)(P6 - ΔP6).
ΔYl = δYl + [(Yl - δYl)/(Yl - δYl + Yk)]ΔY6
ΔYk = [Yk/(Yl - δYl + Yk)]ΔY6
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yj - ΔYj) to (Y6 - ΔY6) equal to γ2 after taking account of the allocation
Realized Losses and the distributions that will be made through end of the Distribution Date to which
such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class
YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for
such Distribution Date;
4. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YAA
and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal Balance less
than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal Balances and
the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YBB
and Class ZBB Uncertificated Principal Balances in each case after giving effect to allocations of
Realized Losses and distributions to be made through the end of the Distribution Date to which such
provisions relate; and
5. Making the larger of (a) the fraction whose numerator is (Yj - ΔYj) and whose denominator is the sum of (Yj -
ΔYj) and (Zh - ΔZj) and (b) the fraction whose numerator is (Y6 - ΔY6) and whose denominator
is the sum of (Y6 - ΔY6), (Zl - ΔZl) and (Zk - ΔZk) as large as possible while remaining less than or
equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY6 between ΔYl and ΔYk cannot be achieved
because either ΔYl as so defined is greater than ΔPl or ΔYk as so defined is greater than ΔPk, such an
allocation shall be made as close as possible to the formula allocation within the requirement that ΔYl < ΔPl and
ΔYk < ΔPk.
IV. If R<K% and r2<R2, make the following additional definitions:
δYk = Yk + ((R2 – L%)/(R2 – K%))Yl
δYk is a number between Yk and 0 such that (K%(Yk - δYk) + L%Yl)/(Yk - δYk + Yl.) = R2.
Y7 = Yk - δYk + Yl.
P7 = Pk + Pl.
ΔY7 = ΔYk - δYk + ΔYl.
7. If Y7 - α(P7 - ΔP7) => 0, Yj- α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) < (P7 -
ΔP7), ΔY7 = Y7 - αγ2(Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).
8. If Y7 - α(P7 - ΔP7) => 0, Yj - α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) =>
(P7 - ΔP7), ΔY7 = Y7 - α(P7 - ΔP7) and
ΔYj = Yj - (α/γ2)(P7 - ΔP7).
9. If Y7 - α(P7 - ΔP7) < 0, Yj - α(Pj - ΔPj) => 0, and Yj - α(Pj - ΔPj) =>
Yj - (Y7/γ2), ΔY7 = Y7 - αγ2(Pj - ΔPj) and
ΔYj = Yj - α(Pj - ΔPj).
10. If Y7 - α(P7 - ΔP7) < 0, Yj - (Y7/γ2) => 0, and
Yj - α(Pj - ΔPj) <= Yj - (Y7/γ2), ΔY7 = 0 and ΔYj = Yj - (Y7/γ2).
11. If Yj - α(Pj - ΔPj) < 0, Yj - (Y7/γ2) < 0, and
Y7 - α(P7 - ΔP7) <= Y7 - (γ2Yj), ΔY7 = Y7 - (γ2Yj) and ΔYj = 0.
12. If Yj - α(Pj - ΔPj) < 0, Y7 - α(P7 - ΔP7) => 0, and Y7 - α(P7 - ΔP7) =>
Y7 - (γ2Yj), ΔY7 = Y7 - α(P7 - ΔP7) and
ΔYj = Yj - (α/γ2)(P7 - ΔP7).
ΔYl = [(Yl/(Yl + Yk - δYk)]ΔY7
ΔYk = δYk + [(Yk - δYk)/(Yl + Yk - δYk)]ΔY7
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yj - ΔYj) to (Y7 - ΔY7) equal to γ2 after taking account of the allocation
Realized Losses and the distributions that will be made through end of the Distribution Date to which
such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class
YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for
such Distribution Date;
2. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the
Class YAA and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal
Balance less than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal
Balances and the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of
the Class YBB and Class ZBB Uncertificated Principal Balances in each case after giving effect to
allocations of Realized Losses and distributions to be made through the end of the Distribution Date to
which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Yj - ΔYj) and whose denominator is the sum of
(Yj - ΔYj) and (Zj - ΔZj) and (b) the fraction whose numerator is (Y7 - ΔY7) and whose denominator is
the sum of (Y7 - ΔY7), (Zl - ΔZl) and (Zk - ΔZk) as large as possible while remaining less than or equal
to 0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (iii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY7 between ΔYl and ΔYk cannot be achieved
because either ΔYl as so defined is greater than ΔPl or ΔYk as so defined is greater than ΔPk,
such an allocation shall be made as close as possible to the formula allocation within the requirement that ΔYl <
ΔPl and ΔYk < ΔPk.
Initial Balance Calculation Method:
[The principal balances for the Class YAA, Class YBB and Class YCC Regular Interests as of the Cut-Off Date
should be calculated as follows: First, calculate the Cut-Off Date values for Pj, Pk and Pl. Then calculate the
Cut-Off Date value of R using those balances and the Senior Certificate balances.
If R=>K%, calculate R1 = (J%Pj + K%Pk)/(Pj + Pk) and γ1 =(R - R1)/(L% - R).
If Pl <= γ1(Pj + Pk), the Cut-Off Date principal balance of the Class YC Regular Interest (Yl) equals
0.0005Pl and the Cut-Off Date principal balances of the Class YAA and Class YBB Regular Interests (Yj and Yk)
equal 0.0005 PjPl/[γ1(Pj + Pk)] and 0.0005 PkPl/[γ1(Pj + Pk)] respectively.
If Pl > γ1(Pj + Pk), the Cut-Off Date principal balances of the Class YAA and Class YBB Regular Interests
(Yj and Yk) equal 0.0005 Pj and 0.0005 Pk respectively and the Cut-Off Date principal balance of the Class YCC
Regular Interest (Yl) equals 0.0005γ1(Pj + Pk).
If R<K%, calculate R2 = (L%Pl + K%Pk)/(Pl + Pk) and γ2 =(R – J%)/( R2 - R).
If Pl + Pk <= γ2Pj, the Cut-Off Date principal balances of the Class YCC and Class YBB Regular Interests
(Yl and Yk) equal 0.0005Pl and 0.0005Pk, respectively, and the Cut-Off Date principal balance of the Class YAA
Regular Interest (Yj) equals 0.0005 (Pl + Pk)/γ2.
If Pl + Pk> γ2Pj, the Cut-Off Date principal balance of the Class YAA Regular Interest (Yj) equal 0.0005 Pj
and the Cut-Off Date principal balances of the Class YCC and Class YBB Regular Interests (Yl and Yk) equal
0.0005γ2PjPl/(Pl +Pk) and 0.0005γ2PjPk/(Pl +Pk), respectively.]
NOTES:
1. Classes YAA and ZAA are related to the Group AA Mortgage Loans. The sum of the Uncertificated Principal
Balances for the Class YAA and Class ZAA Regular Interests is equal to the aggregate stated principal balance of
the Group AA Mortgage Loans. Classes YCC and ZCC are related to the Group CC Mortgage Loans. The sum of the
Uncertificated Principal Balances for the Class YCC and Class ZCC Regular Interests is equal to the aggregate
stated principal balance of the Group CC Mortgage Loans. Classes YBB and ZBB are related to the Group BB
Mortgage Loans. The sum of the Uncertificated Principal Balances for the Class YBB and Class ZBB Regular
Interests is equal to the aggregate stated principal balance of the Group BB Mortgage Loans. The Y and Z classes
will be principal and interest classes bearing interest at the pass-through rate for the related Sub-Loan Group.
APPENDIX 3
Calculation of REMIC III-A Y Principal Reduction Amounts
For any Distribution Date the amounts by which the Uncertificated Principal Balances of REMIC III-A
Regular Interests Y-1, Y-2 and Y-3, respectively, will be reduced on such distribution date by the allocation of
Realized Losses and the distribution of principal, determined as follows:
First, for each of Sub-Loan Group I-1, Sub-Loan Group I-2 and Sub-Loan Group I-3, determine the weighted average
of the Net Rates of the Mortgage Loans in that Sub-Loan Group for distributions of interest that will be made on
the next succeeding Distribution Date (the "Group Interest Rate"). The Class Y Principal Reduction Amounts will
be determined pursuant to the "Generic Solution for the Class Y Principal Reduction Amounts" set forth below (the
"Generic Solution") by making identifications among the actual Sub-Loan Groups and their related Class Y and
Class Z Regular Interests and weighted average net rates and the Groups named in the Generic Solution and their
related Class Y and Class Z Regular Interests as follows:
A. Determine which Sub-Loan Group has the lowest Group Interest Rate. That Sub-Loan Group will be identified
with Group AA and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan Group will
be respectively identified with the Class YAA and Class ZAA Certificates. The Group Interest Rate for that
Sub-Loan Group will be identified with J%. If two or more Sub-Loan Groups have the lowest Group Interest Rate
pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only once in the
course of any such selections pursuant to paragraphs A through C of this definition.
B. Determine which Sub-Loan Group has the second lowest Group Interest Rate. That Sub-Loan Group will be
identified with Group BB and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan
Group will be respectively identified with the Class BB and Class ZBB Certificates. The Group Interest Rate for
that Sub-Loan Group will be identified with K%. If two or more Sub-Loan Groups have the second lowest Group
Interest Rate pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only
once in the course of any such selections pursuant to paragraphs A through C of this definition.
C. Determine which Sub-Loan Group has the third lowest Group Interest Rate. That Sub-Loan Group will be
identified with Group CC and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan
Group will be respectively identified with the Class YCC and Class ZCC Certificates. The Group Interest Rate for
that Sub-Loan Group will be identified with L%. If two or more Sub-Loan Groups have the third lowest Group
Interest Rate pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only
once in the course of any such selections pursuant to paragraphs A through C or this definition.
Generic Solution for Class Y Principal Reduction Amounts:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
PJB = the Group AA Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PLB = the Group CC Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PKB = the Group BB Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
R = the Class CB Certificate Interest Rate = (J%PJB + L%PLB + K%PKB)/(PJB + PLB + PKB)
R1 = the weighted average of the Group Interest Rates for Group AA and Group BB
= (J% (Pj - ΔPj) + K% (Pk - ΔPk))/(Pj - ΔPj + Pk - ΔPk)
R2 = the weighted average of the Group Interest Rates for Group CC and Group BB
= (L% (Pl - ΔPl) + K% (Pk - ΔPk))/(Pl - ΔPl + Pk - ΔPk)
r1 = the weighted average of the Class YAA and Class YBB Certificate Interest Rates
= (J% Yj + K% Yk)/(Yj + Yk)
r2 = the weighted average of the Class YCC and Class YBB Certificate Interest Rates
= (L% Yl + K% Yk)/(Yl + Yk)
Yj = the Class YAA Uncertificated Principal Balance after distributions on the prior Distribution Date.
Yl = the Class YCC Uncertificated Principal Balance after distributions on the prior Distribution Date.
Yk = the Class YBB Uncertificated Principal Balance after distributions on the prior Distribution Date.
ΔYj = the Class YAA Principal Reduction Amount.
ΔYl = the Class YCC Principal Reduction Amount.
ΔYk = the Class YBB Principal Reduction Amount.
Zj = the Class ZAA Uncertificated Principal Balance after distributions on the prior Distribution Date.
Zl = the Class ZCC Uncertificated Principal Balance after distributions on the prior Distribution Date.
Zk = the Class ZBB Uncertificated Principal Balance after distributions on the prior Distribution Date.
ΔZj = the Class ZAA Principal Reduction Amount.
ΔZl = the Class ZCC Principal Reduction Amount.
ΔZk = the Class ZBB Principal Reduction Amount.
Pj = the aggregate of the Class YAA and Class ZAA Uncertificated Principal Balances after distributions on
the prior Distribution Date, which is equal to the aggregate principal balance of the Group AA Mortgage
Loans reduced by the Class R-1 Principal Balance, if applicable.
= Yj + Zj
Pl = the aggregate of the Class YCC and Class ZCC Principal Balances after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group CC Loans reduced by
the Class R-1 Principal Balance, if applicable.
= Yl + Zl =
Pk = the aggregate of the Class YBB and Class ZBB Principal Balances after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group BB Loans reduced by
the Class R Certificate Principal Balance, if any.
= Yk + Zk
ΔPj = the aggregate principal reduction resulting on such Distribution Date on the Group AA Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YAA and Class ZAA
Principal Reduction Amounts.
= ΔYj + ΔZj
ΔPl= the aggregate principal reduction resulting on such Distribution Date on the Group CC Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YCC and Class ZCC
Principal Reduction Amounts.
= ΔYl + ΔZl
ΔPk = the aggregate principal reduction resulting on such Distribution Date on the Group BB Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YBB and Class ZBB
Principal Reduction Amounts.
= ΔYk + ΔZk
α = .0005
γ1 = (R – R1)/(L% - R). If R=>K%, γ1 is a non-negative number unless its denominator is zero,
in which event it is undefined.
γ2 = (R – J%)/( R2 - R). If R<K%, γ2 is a non-negative number.
If γ1 is undefined, ΔYj = Yj, ΔYl = (Yl/Pl)ΔPl, and ΔYk = Yk.
If γ2 is zero, ΔYl = Yl, ΔYj = (Yj/Pj)ΔPj, and ΔYk = Yk.
In the remaining situations, ΔYj, ΔYl and ΔYk shall be defined as follows:
I. If R=>K% and r1=> R1, make the following additional definitions:
δYk = ((J% - R1)/(K% - R1))Yj + Yk
δYk is a number between Yk and 0 such that (J%Yj + K%( CityYk.- δYk))/(Yj + Yk.-
δYk) = R1.
Y4 = Yj + Yk.- δYk
P4 = Pj + Pk.
ΔY4 = ΔYj + ΔYk.- δYk
13. If Yl - α(Pl - ΔPl) => 0, Y4- α(P4 - ΔP4) => 0, and γ1(P4 - ΔP4) < (Pl -
ΔPl), ΔYl = Yl - αγ1(P4 - ΔP4) and ΔY4 = Y4 - α(P4 - ΔP4).
14. If Yl - α(Pl - ΔPl) => 0, Y4 - α(P4 - ΔP4) => 0, and γ1(P4 - ΔP4) =>
(Pl - ΔPl), ΔYl = Yl - α(Pl - ΔPl) and
ΔY4 = Y4 - (α/γ1)(Pl - ΔPl).
15. If Yl - α(Pl - ΔPl) < 0, Y4 - α(P4 - ΔP4) => 0, and Y4 - α(P4 - ΔP4) =>
Y4 - (Yl/γ1), ΔYl = Yl - αγ1(P4 - ΔP4) and
ΔY4 = Y4 - α(P4 - ΔP4).
16. If Yl - α(Pl - ΔPl) < 0, Y4 - (Yl/γ1) => 0, and
Y4 - α(P4 - ΔP4) <= Y4 - (Yl/γ1), ΔYl = 0 and ΔY4 = Y4 - (Yl/γ1).
17. If Y4 - α(P4 - ΔP4) < 0, Y4 - (Yl/γ1) < 0, and
Yl - α(Pl - ΔPl) <= Yl - (γ1Y4), ΔYl = Yl - (γ1Y4) and ΔY4 = 0.
18. If Y4 - α(P4 - ΔP4) < 0, Yl - α(Pl - ΔPl) => 0, and Yl - α(Pl - ΔPl) =>
Yl - (γ1Y4), ΔYl = Yl - α(Pl - ΔPl) and
ΔY4 = Y4 - (α/γ1)(Pl - ΔPl).
ΔYj = [Yj/(Yj + Yk - δYk)]ΔY4
ΔYk = δYk + [(Yk - δYk)/(Yj + Yk - δYk)]ΔY4
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
7. Making the ratio of (Yl - ΔYl ) to (Y4 - ΔY4 ) equal to γ1 after taking account of the allocation
Realized Losses and the distributions that will be made through the end of the Distribution Date to
which such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA,
Class YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to
zero for such Distribution Date;
8. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YAA
and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal Balance less
than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal Balances and
the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YBB
and Class ZBB Uncertificated Principal Balances in each case after giving effect to allocations of
Realized Losses and distributions to be made through the end of the Distribution Date to which such
provisions relate; and
9. Making the larger of (a) the fraction whose numerator is (Yl - ΔYl ) and whose denominator is the sum of (Yl -
ΔYl) and (Zl - ΔZl) and (b) the fraction whose numerator is (Y4 - ΔY4) and whose denominator is the sum
of (Y4 - ΔY4), (Zj - ΔZj) and (Zk - ΔZk) as large as possible while remaining less than or equal to
0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY4 between ΔYj and ΔYk cannot be achieved
because either ΔYj as so defined is greater than ΔPj or ΔYk as so defined is greater than ΔPk, such an allocation
shall be made as close as possible to the formula allocation within the requirement that ΔYj < ΔPj and ΔYk << ΔPk.
II. If R=>K% and r1<R1, make the following additional definitions:
δYj = Yj + ((R1 – K%)/(R1 – J%))Yk
δYj is a number between Yj and 0 such that (J%(Yj - δYj) + K%Yk)/(Yj - δYj + Yk.) = R1.
Y5 = Yj - δYj + Yk.
P5 = Pj + Pk.
ΔY5 = ΔYj - δYj + ΔYk.
13. If Yl - α(Pl - ΔPl) => 0, Y5- α(P5 - ΔP5) => 0, and γ1(P5 - ΔP5) < (Pl -
ΔPl), ΔYl = Yl - αγ1(P5 - ΔP5) and ΔY5 = Y5 - α(P5 - ΔP5).
14. If Yl - α(Pl - ΔPl) => 0, Y5 - α(P5 - ΔP5) => 0, and γ1(P5 - ΔP5) =>
(Pl - ΔPl), ΔYl = Yl - α(Pl - ΔPl) and
ΔY5 = Y5 - (α/γ1)(Pl - ΔPl).
15. If Yl - α(Pl - ΔPl) < 0, Y5 - α(P5 - ΔP5) => 0, and Y5 - α(P5 - ΔP5) =>
Y5 - (Yl/γ1), ΔYl = Yl - αγ1(P5 - ΔP5) and
ΔY5 = Y5 - α(P5 - ΔP5).
16. If Yl - α(Pl - ΔPl) < 0, Y5 - (Yl/γ1) => 0, and
Y5 - α(P5 - ΔP5) <= Y5 - (Yl/γ1), ΔYl = 0 and ΔY5 = Y5 - (Yl/γ1).
17. If Y5 - α(P5 - ΔP5) < 0, Y5 - (Yl/γ1) < 0, and
Yl - α(Pl - ΔPl) <= Yl - (γ1Y5), ΔYl = Yl - (γ1Y5) and ΔY5 = 0.
18. If Y5 - α(P5 - ΔP5) < 0, Yl - α(Pl - ΔPl) => 0, and Yl - α(Pl - ΔPl) =>
Yl - (γ1Y5), ΔYl = Yl - α(Pl - ΔPl) and
ΔY5 = Y5 - (α/γ1)(Pl - ΔPl).
ΔYj = δYj + [(Yj - δYj)/(Yj - δYj + Yk)]ΔY5
ΔYk = [Yk/(Yj - δYj + Yk)]ΔY5
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
7. Making the ratio of (Yl - ΔYl) to (Y5 - ΔY5) equal to γ1 after taking account of the allocation Realized
Losses and the distributions that will be made through end of the Distribution Date to which such
provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class YCC,
Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for such
Distribution Date;
8. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YAA
and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal Balance less
than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal Balances and
the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YBB
and Class ZBB Uncertificated Principal Balances in each case after giving effect to allocations of
Realized Losses and distributions to be made through the end of the Distribution Date to which such
provisions relate; and
9. Making the larger of (a) the fraction whose numerator is (Yl - ΔYl) and whose denominator is the sum of (Yl -
ΔYl) and (Zl - ΔZl) and (b) the fraction whose numerator is (Y5 - ΔY5) and whose denominator is the sum
of (Y5 - ΔY5), (Zj - ΔZj) and (Zk - ΔZk) as large as possible while remaining less than or equal to
0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY5 between ΔYj and ΔYk cannot be achieved
because either ΔYj as so defined is greater than ΔPj or ΔYk as so defined is greater than ΔPk, such an
allocation shall be made as close as possible to the formula allocation within the requirement that ΔYj < ΔPj and
ΔYk < ΔPk.
III. If R<=K% and r2=> R2, make the following additional definitions:
δYl = ((K% - R2)/(L% - R2))Yk + Yl
δYl is a number between Yl and 0 such that (K%Yk + L%( Yl.- δYl))/(Yk + Yl.- δYl) = R2.
Make the following additional definitions:
Y6 = Yl - δYl + Yk.
P6 = Pl + Pk.
ΔY6 = ΔYl - δYl + ΔYk.
7. If Y6 - α(P6 - ΔP6) => 0, Yj- α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) < (P6 -
ΔP6), ΔY6 = Y6 - αγ2(Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).
8. If Y6 - α(P6 - ΔP6) => 0, Yj - α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) =>
(P6 - ΔP6), ΔY6 = Y6 - α(P6 - ΔP6) and
ΔYj = Yj - (α/γ2)(P6 - ΔP6).
9. If Y6 - α(P6 - ΔP6) < 0, Yj - α(Pj - ΔPj) => 0, and Yj - α(Pj - ΔPj) =>
Yj - (Y6/γ2), ΔY6 = Y6 - αγ2(Pj - ΔPj) and
ΔYj = Yj - α(Pj - ΔPj).
10. If Y6 - α(P6 - ΔP6) < 0, Yj - (Y6/γ2) => 0, and
Yj - α(Pj - ΔPj) <= Yj - (Y6/γ2), ΔY6 = 0 and ΔYj = Yj - (Y6/γ2).
11. If Yj - α(Pj - ΔPj) < 0, Yj - (Y6/γ2) < 0, and
Y6 - α(P6 - ΔP6) <= Y6 - (γ2Yj), ΔY6 = Y6 - (γ2Yj) and ΔYj = 0.
12. If Yj - α(Pj - ΔPj) < 0, Y6 - α(P6 - ΔP6) => 0, and Y6 - α(P6 - ΔP6) =>
Y6 - (γ2Yj), ΔY6 = Y6 - α(P6 - ΔP6) and
ΔYj = Yj - (α/γ2)(P6 - ΔP6).
ΔYl = δYl + [(Yl - δYl)/(Yl - δYl + Yk)]ΔY6
ΔYk = [Yk/(Yl - δYl + Yk)]ΔY6
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yj - ΔYj) to (Y6 - ΔY6) equal to γ2 after taking account of the allocation
Realized Losses and the distributions that will be made through end of the Distribution Date to which
such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class
YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for
such Distribution Date;
6. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YAA
and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal Balance less
than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal Balances and
the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YBB
and Class ZBB Uncertificated Principal Balances in each case after giving effect to allocations of
Realized Losses and distributions to be made through the end of the Distribution Date to which such
provisions relate; and
7. Making the larger of (a) the fraction whose numerator is (Yj - ΔYj) and whose denominator is the sum of (Yj -
ΔYj) and (Zh - ΔZj) and (b) the fraction whose numerator is (Y6 - ΔY6) and whose denominator
is the sum of (Y6 - ΔY6), (Zl - ΔZl) and (Zk - ΔZk) as large as possible while remaining less than or
equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY6 between ΔYl and ΔYk cannot be achieved
because either ΔYl as so defined is greater than ΔPl or ΔYk as so defined is greater than ΔPk, such an
allocation shall be made as close as possible to the formula allocation within the requirement that ΔYl < ΔPl and
ΔYk < ΔPk.
IV. If R<K% and r2<R2, make the following additional definitions:
δYk = Yk + ((R2 – L%)/(R2 – K%))Yl
δYk is a number between Yk and 0 such that (K%(Yk - δYk) + L%Yl)/(Yk - δYk + Yl.) = R2.
Y7 = Yk - δYk + Yl.
P7 = Pk + Pl.
ΔY7 = ΔYk - δYk + ΔYl.
13. If Y7 - α(P7 - ΔP7) => 0, Yj- α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) < (P7 -
ΔP7), ΔY7 = Y7 - αγ2(Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).
14. If Y7 - α(P7 - ΔP7) => 0, Yj - α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) =>
(P7 - ΔP7), ΔY7 = Y7 - α(P7 - ΔP7) and
ΔYj = Yj - (α/γ2)(P7 - ΔP7).
15. If Y7 - α(P7 - ΔP7) < 0, Yj - α(Pj - ΔPj) => 0, and Yj - α(Pj - ΔPj) =>
Yj - (Y7/γ2), ΔY7 = Y7 - αγ2(Pj - ΔPj) and
ΔYj = Yj - α(Pj - ΔPj).
16. If Y7 - α(P7 - ΔP7) < 0, Yj - (Y7/γ2) => 0, and
Yj - α(Pj - ΔPj) <= Yj - (Y7/γ2), ΔY7 = 0 and ΔYj = Yj - (Y7/γ2).
17. If Yj - α(Pj - ΔPj) < 0, Yj - (Y7/γ2) < 0, and
Y7 - α(P7 - ΔP7) <= Y7 - (γ2Yj), ΔY7 = Y7 - (γ2Yj) and ΔYj = 0.
18. If Yj - α(Pj - ΔPj) < 0, Y7 - α(P7 - ΔP7) => 0, and Y7 - α(P7 - ΔP7) =>
Y7 - (γ2Yj), ΔY7 = Y7 - α(P7 - ΔP7) and
ΔYj = Yj - (α/γ2)(P7 - ΔP7).
ΔYl = [(Yl/(Yl + Yk - δYk)]ΔY7
ΔYk = δYk + [(Yk - δYk)/(Yl + Yk - δYk)]ΔY7
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yj - ΔYj) to (Y7 - ΔY7) equal to γ2 after taking account of the allocation
Realized Losses and the distributions that will be made through end of the Distribution Date to which
such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class
YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for
such Distribution Date;
2. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the
Class YAA and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal
Balance less than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal
Balances and the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of
the Class YBB and Class ZBB Uncertificated Principal Balances in each case after giving effect to
allocations of Realized Losses and distributions to be made through the end of the Distribution Date to
which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Yj - ΔYj) and whose denominator is the sum of
(Yj - ΔYj) and (Zj - ΔZj) and (b) the fraction whose numerator is (Y7 - ΔY7) and whose denominator is
the sum of (Y7 - ΔY7), (Zl - ΔZl) and (Zk - ΔZk) as large as possible while remaining less than or equal
to 0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (iii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY7 between ΔYl and ΔYk cannot be achieved
because either ΔYl as so defined is greater than ΔPl or ΔYk as so defined is greater than ΔPk,
such an allocation shall be made as close as possible to the formula allocation within the requirement that ΔYl <
ΔPl and ΔYk < ΔPk.
Initial Balance Calculation Method:
[The principal balances for the Class YAA, Class YBB and Class YCC Regular Interests as of the Cut-Off Date
should be calculated as follows: First, calculate the Cut-Off Date values for Pj, Pk and Pl. Then calculate the
Cut-Off Date value of R using those balances and the Senior Certificate balances.
If R=>K%, calculate R1 = (J%Pj + K%Pk)/(Pj + Pk) and γ1 =(R - R1)/(L% - R).
If Pl <= γ1(Pj + Pk), the Cut-Off Date principal balance of the Class YC Regular Interest (Yl) equals
0.0005Pl and the Cut-Off Date principal balances of the Class YAA and Class YBB Regular Interests (Yj and Yk)
equal 0.0005 PjPl/[γ1(Pj + Pk)] and 0.0005 PkPl/[γ1(Pj + Pk)] respectively.
If Pl > γ1(Pj + Pk), the Cut-Off Date principal balances of the Class YAA and Class YBB Regular Interests
(Yj and Yk) equal 0.0005 Pj and 0.0005 Pk respectively and the Cut-Off Date principal balance of the Class YCC
Regular Interest (Yl) equals 0.0005γ1(Pj + Pk).
If R<K%, calculate R2 = (L%Pl + K%Pk)/(Pl + Pk) and γ2 =(R – J%)/( R2 - R).
If Pl + Pk <= γ2Pj, the Cut-Off Date principal balances of the Class YCC and Class YBB Regular Interests
(Yl and Yk) equal 0.0005Pl and 0.0005Pk, respectively, and the Cut-Off Date principal balance of the Class YAA
Regular Interest (Yj) equals 0.0005 (Pl + Pk)/γ2.
If Pl + Pk> γ2Pj, the Cut-Off Date principal balance of the Class YAA Regular Interest (Yj) equal 0.0005 Pj
and the Cut-Off Date principal balances of the Class YCC and Class YBB Regular Interests (Yl and Yk) equal
0.0005γ2PjPl/(Pl +Pk) and 0.0005γ2PjPk/(Pl +Pk), respectively.]
NOTES:
1. Classes YAA and ZAA are related to the Group AA Mortgage Loans. The sum of the Uncertificated Principal
Balances for the Class YAA and Class ZAA Regular Interests is equal to the aggregate stated principal balance of
the Group AA Mortgage Loans. Classes YCC and ZCC are related to the Group CC Mortgage Loans. The sum of the
Uncertificated Principal Balances for the Class YCC and Class ZCC Regular Interests is equal to the aggregate
stated principal balance of the Group CC Mortgage Loans. Classes YBB and ZBB are related to the Group BB
Mortgage Loans. The sum of the Uncertificated Principal Balances for the Class YBB and Class ZBB Regular
Interests is equal to the aggregate stated principal balance of the Group BB Mortgage Loans. The Y and Z classes
will be principal and interest classes bearing interest at the pass-through rate for the related Sub-Loan Group.
APPENDIX 4
Definition of REMIC III-B Principal Reduction Amounts
For any Distribution Date, the amounts by which the Uncertificated Principal Balances of the REMIC III-B
Regular Interests will be reduced on such Distribution Date by the allocation of Realized Losses and the
distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
X0 xxxx aggregate Uncertificated Principal Balance of REMIC III-B Regular Xxxxxxxxx XX0, XX-X0, LT-Y2
and LT-Y3 after distributions on the prior Distribution Date.
Y2 =the Uncertificated Principal Balance of REMIC III-B Regular Interest LT2 after distributions on the
prior Distribution Date.
Y3 =the Uncertificated Principal Balance of REMIC III-B Regular Interest LT3 after distributions on the
prior Distribution Date.
Y4 =the Uncertificated Principal Balance of REMIC III-B Regular Interest LT4 after distributions on the
prior Distribution Date (note: Y3 = Y4).
ΔY1 =the combined REMIC III-B Regular Xxxxxxxxx XX0, XX-X0, LT-Y2 and LT-Y3 Principal Reduction Amount.
Such amount shall be allocated first to REMIC III-B Regular Xxxxxxxxx XX-X0, LT-Y2 and LT-Y3 up to the REMIC
III-A Regular Interest Y-1 Principal Reduction Amount, REMIC III-A Regular Interest Y-2 Principal Reduction Amount
and REMIC III-A Regular Interest Y-3 Principal Reduction Amount, respectively and thereafter the remainder shall
be allocated to REMIC III-B Regular Interest LT1.
ΔY2 =the REMIC III-B Regular Interest LT2 Principal Reduction Amount.
ΔY3 =the REMIC III-B Regular Interest LT3 Principal Reduction Amount.
ΔY4 =the REMIC III-B Regular Interest LT4 Principal Reduction Amount.
P0 =the aggregate Uncertificated Principal Balance of the REMIC III-B Regular Interests after
distributions and the allocation of Realized Losses on the prior Distribution Date.
P1 =the aggregate Uncertificated Pincipal Balance of the REMIC III-B Regular Interests after
distributions and the allocation of Realized Losses to be made on such Distribution Date.
ΔP =P0 - P1 = the aggregate of the REMIC III-B Principal Reduction Amounts, which
=the aggregate of the principal portions of Realized Losses to be allocated to, and the principal
distributions to be made on, the Group I Certificates on such Distribution Date (including distributions of
accrued and unpaid interest on the Class B-IO Certificates for prior Distribution Dates).
R0 =the weighted average of the net rates on the Group I mortgage loans (stated as a monthly rate) after
giving effect to amounts distributed and Realized Losses allocated on the prior Distribution Date.
R1 =weighted average of the net rates on the Group I mortgage loans (stated as a monthly rate) after
giving effect to amounts to be distributed and Realized Losses to be allocated on such Distribution Date.
α =(Y2 + Y3)/P0. The initial value of α on the Closing Date for use on the first Distribution Date
shall be 0.0001.
γ0 =the lesser of (A) the sum, for all Classes of Group I Certificates, other than the Class B-IO
Certificates, of the product for each Class of (i) the monthly interest rate (as limited by the weighted average
of the net rates on the Group I mortgage loans in related sub loan group, as applicable, or, in the case of the
Class I-M and Class I-B Certificates, by the weighted average of the Uncertificated Pass-Through Rates on REMIC
III-A Regular Interests Y-1, Y-2 and Y-3 ) for such Class applicable for distributions to be made on such
Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the
allocation of Realized Losses on the prior Distribution Date and (B) R0*P0.
γ1 =the lesser of (A) the sum, for all Classes of Group I Certificates, other than the Class B-IO
Certificates, of the product for each Class of (i) the monthly interest rate (as limited by the weighted average
of the net rates on the Group I mortgage loans in related sub loan group, as applicable, or, in the case of the
Class I-M and Class I-B Certificates, by the weighted average of the Uncertificated Pass-Through Rates on REMIC
III-A Regular Interests Y-1, Y-2 and Y-3 ) for such Class applicable for distributions to be made on the next
succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after
distributions and the allocation of Realized Losses to be made on such Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
ΔY1 =ΔP - ΔY2 - ΔY3 - ΔY4;
ΔY2 =(α/2){( γ0R1 - γ1R0)/R0R1};
ΔY3 =αΔP - ΔY2; and
ΔY4 =ΔY3.
if both ΔY2 and ΔY3, as so determined, are non-negative numbers. Otherwise:
(1)If ΔY2, as so determined, is negative, then
ΔY2 = 0;
ΔY3 = α{γ1R0P0 - γ0R1P1}/{γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
(2)If ΔY3, as so determined, is negative, then
ΔY3 = 0;
ΔY2 = α{ γ0R1P1 - γ1R0P0}/{2R1R0P1 - γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
In the execution copy of this Agreement, symbols are represented by the following labels; in any
conformed copy of this Agreement, such symbols may be represented by characters other than numerals and the upper
and lower case letters of the alphabet and standard punctuation, including, without limitation, Greek letters and
mathematical symbols.
Example:
------------------------------------------------------------ ---------------------------------------------------------
α alpha
------------------------------------------------------------ ---------------------------------------------------------
Δ delta
------------------------------------------------------------ ---------------------------------------------------------
γ gamma
------------------------------------------------------------ ---------------------------------------------------------
EXHIBIT A-1
FORM OF CLASS I-A CERTIFICATE
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").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No. 1 Adjustable Pass-Through Rate
Class I-A Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
June 1, 2006 $____________
First Distribution Date: Initial Certificate Principal Balance of this
July 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class
I-A Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the "Mortgage
Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX.
Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans
(the "Master Servicer," which term includes any successors thereto under the Agreement referred to
below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the "Seller"), the Master
Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage
Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used
herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). 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 lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-A Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
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) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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
Signature Guaranteed
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.
EXHIBIT A-2
FORM OF CLASS I-M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
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").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS I-M CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO
HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST THEREIN, THAT
EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH, S&P AND XXXXX'X, (II)
IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
OR SECTION 4975 OF THE CODE (EACH A "PLAN") OR INVESTING WITH "PLAN ASSETS" OF ANY PLAN OR (III) (1) IT
IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR INTEREST
THEREIN IS AN "INSURANCE COMPANY GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN U.S. DEPARTMENT OF LABOR
PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Adjustable Pass-Through Rate
Class I-M Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
June 1, 2006 $__________
First Distribution Date: Initial Certificate Principal Balance of this
July 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the
Class I-M Certificates with respect to a Trust Fund consisting primarily of a pool
of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as
this Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate
mortgage loans secured by first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to
XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the
Mortgage Loans (the "Master Servicer," which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as
of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the "Seller"), the
Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage
Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used
herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class I-M Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of that Certificate or interest therein, that
either (i) such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P and Xxxxx'x, (ii)
it is not a plan subject to Title I of the Employee Retirement Security Investment Act of 1974, as
amended, or Section 4975 of the Code (each, a "Plan") or investing with "plan assets" of any Plan, or
(iii)(1) it is an insurance company, (2) the source of funds used to acquire or hold the Certificate or
interest therein is an "insurance company general account," as such term is defined in U.S. Department
of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in Sections I and
III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). 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 lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-M Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
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) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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
Signature Guaranteed
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.
EXHIBIT A-3
FORM OF CLASS I-B-[1][2] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AND
THE CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
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").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS I-B-[1][2] CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED
TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST THEREIN,
THAT EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH, S&P AND XXXXX'X,
(II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, OR SECTION 4975 OF THE CODE (EACH, A "PLAN") OR INVESTING WITH "PLAN ASSETS" OF ANY PLAN, OR
(III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR
INTEREST THEREIN IS AN "INSURANCE COMPANY GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN U.S. DEPARTMENT
OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND
III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Adjustable Pass-Through Rate
Class I-B-[1][2] Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
June 1, 2006 $__________
First Distribution Date: Initial Certificate Principal Balance of this
July 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class
I-B-[1][2] Certificates with respect to a Trust Fund consisting primarily of a pool
of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as
this Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate
mortgage loans secured by first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to
XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the
Mortgage Loans (the "Master Servicer," which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as
of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the "Seller"), the
Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage
Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used
herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class I-B-[1][2] Certificate or any interest therein shall be deemed
to have represented, by virtue of its acquisition or holding of that Certificate or interest therein,
that either (i) such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P and Xxxxx'x,
(ii) it is not a plan subject to Title I of the Employee Retirement Security Income Act of 1974, as
amended, or Section 4975 of the Code (each, a "Plan") or investing with "plan assets" of any Plan, or
(iii)(1) it is an insurance company, (2) the source of funds used to acquire or hold the Certificate or
interest therein is an "insurance company general account," as such term is defined in U.S. Department
of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in Sections I and
III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). 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 lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-B-[1][2] Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
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) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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
Signature Guaranteed
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.
EXHIBIT A-4
FORM OF CLASS I-B-3 CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M, CLASS
I-B-1 AND CLASS I-B-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
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 (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") THAT IS SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A PLAN,
UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE
BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY
WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate No.1 Adjustable Pass-Through Rate
Class I-B-3 Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
June 1, 2006 $__________
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
July 25, 2006 $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class
I-B-3 Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as
master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor
(the "Seller"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities
Administrator"), EMC Mortgage Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a "Distribution
Date"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer 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.
No transfer of this Class I-B-3 Certificate will be made unless the Securities
Administrator has received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended
(the "Code"), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreement and the modification of the rights and obligations of the Seller,
the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreement
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). 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 lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreement in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-B-3 Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
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) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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
Signature Guaranteed
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.
EXHIBIT A-5-1
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE
PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF
THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR
XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE
FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF
THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE
CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO
AS A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF
SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE.
Certificate No.1 Percentage Interest: 100%
Class R
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
June 1, 2006 Certificate as of the Cut-off Date:
$0.00
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
July 25, 2006 $0.00
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class
R Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as
master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor
(the "Seller"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities
Administrator"), EMC Mortgage Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions
set forth in the Agreement to the effect that (i) each person holding or acquiring any ownership
interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the
transfer of any ownership interest in this Certificate will be conditioned upon the delivery to the
Securities Administrator of, among other things, an affidavit to the effect that it is a United States
Person and Permitted Transferee, (iii) any attempted or purported transfer of any ownership interest in
this Certificate in violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee, and (iv) if any person other than a United States Person and a
Permitted Transferee acquires any ownership interest in this Certificate in violation of such
restrictions, then the Seller will have the right, in its sole discretion and without notice to the
Holder of this Certificate, to sell this Certificate to a purchaser selected by the Seller, which
purchaser may be the Seller, or any affiliate of the Seller, on such terms and conditions as the Seller
may choose.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a "Distribution
Date"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amounts required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer 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.
No transfer of this Class R Certificate will be made unless the Securities
Administrator has received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended
(the "Code"), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). 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 lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
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) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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
Signature Guaranteed
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.
EXHIBIT A-5-2
FORM OF CLASS R-X CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE
PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF
THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR
XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE
FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF
THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE
CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO
AS A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF
SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE.
Certificate No.1 Percentage Interest: 100%
Class R-X
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
June 1, 2006 Certificate as of the Cut-off Date:
$0.00
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
July 25, 2006 $0.00
Master Servicer: CUSIP: ____________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class
R-X Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as
master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor
(the "Seller"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities
Administrator"), EMC Mortgage Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions
set forth in the Agreement to the effect that (i) each person holding or acquiring any ownership
interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the
transfer of any ownership interest in this Certificate will be conditioned upon the delivery to the
Securities Administrator of, among other things, an affidavit to the effect that it is a United States
Person and Permitted Transferee, (iii) any attempted or purported transfer of any ownership interest in
this Certificate in violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee, and (iv) if any person other than a United States Person and a
Permitted Transferee acquires any ownership interest in this Certificate in violation of such
restrictions, then the Seller will have the right, in its sole discretion and without notice to the
Holder of this Certificate, to sell this Certificate to a purchaser selected by the Seller, which
purchaser may be the Seller, or any affiliate of the Seller, on such terms and conditions as the Seller
may choose.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a "Distribution
Date"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amounts required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer 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.
No transfer of this Class R-X Certificate will be made unless the Securities
Administrator has received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended
(the "Code"), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). 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 lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R-X Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
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) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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
Signature Guaranteed
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.
EXHIBIT A-6
FORM OF CLASS B-IO CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, THE CLASS M AND
THE CLASS B CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
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").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate No.1 Variable Pass-Through Rate
Class B-IO Subordinate
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Notional Amount of this Certificate
June 1, 2006 as of the Cut-off Date:
$_____________
Initial Notional Amount of this Certificate as of the
First Distribution Date: Cut-off Date:
July 25, 2006 $______________
Master Servicer:
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date: CUSIP: ____________
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class
B-IO Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as
master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor
(the "Seller"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities
Administrator"), EMC Mortgage Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Interest on this Certificate will accrue during the calendar month immediately
preceding such Distribution Date (as hereinafter defined) on the Notional Amount hereof at a per annum
rate equal to the Pass-Through Rate as set forth in the Agreement. The Securities Administrator will
distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of the related Distribution Date, an
amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate and the
amount of interest required to be distributed to the Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the
latest scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The Class B-IO
Certificates have no Certificate Principal Balance. The Initial Notional Amount of this Certificate is
set forth above.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer 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.
No transfer of this Class B-IO Certificate will be made unless the Securities
Administrator has received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended
(the "Code"), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). 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 lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-IO Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
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) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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
Signature Guaranteed
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.
EXHIBIT A-7
FORM OF CLASS I-XP CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate No.1 Percentage Interest: 100%
Class I-XP Senior
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
June 1, 2006 Certificate as of the Cut-off Date:
$0
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
July 25, 2006 $0
Master Servicer: CUSIP: ___________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class
I-XP Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as
master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor
(the "Seller"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities
Administrator"), EMC Mortgage Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a "Distribution
Date"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer 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.
No transfer of this Class I-XP Certificate will be made unless the Securities
Administrator has received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended
(the "Code"), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). 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 lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-XP Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
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) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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
Signature Guaranteed
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.
EXHIBIT A-8
FORM OF CLASS II-A CERTIFICATE
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").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No. 1 Adjustable Pass-Through Rate
Class II-A Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
June 1, 2006 $____________
First Distribution Date: Initial Certificate Principal Balance of this
July 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class
II-A Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the "Mortgage
Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX.
Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans
(the "Master Servicer," which term includes any successors thereto under the Agreement referred to
below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the "Seller"), the Master
Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage
Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used
herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). 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 lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-A Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
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) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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
Signature Guaranteed
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.
EXHIBIT A-9
FORM OF CLASS II-X CERTIFICATE
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").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No.1 _______%
Class II-X Senior
Aggregate Initial Notional Amount of this Certificate
Date of Pooling and Servicing Agreement and Cut-off Date: as of the Cut-off Date:
June 1, 2006 $___________
Initial Notional Amount of this Certificate as of the
First Distribution Date: Cut-off Date:
July 25, 2006 $___________
Master Servicer: CUSIP: ____________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class
II-X Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the "Mortgage
Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX.
Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans
(the "Master Servicer," which term includes any successors thereto under the Agreement referred to
below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the "Seller"), the Master
Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage
Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used
herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the Notional
Amount hereof at a per annum rate equal to the Pass-Through Rate set forth above. The Securities
Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day,
the immediately following Business Day (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate is registered at the
close of business on the Business Day immediately preceding the related Distribution Date so long as
such Certificate remains in book-entry form (and otherwise, the close of business on the last Business
Day of the month immediately preceding the month of such Distribution Date), an amount equal to the
product of the Fractional Undivided Interest evidenced by this Certificate and the amount (of interest,
if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled
maturity date of any Mortgage Loan and is not likely to be the date on which the Notional Amount of this
Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Notional Amount of this Certificate is set forth above.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). 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 lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-X Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
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) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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
Signature Guaranteed
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.
EXHIBIT A-10
FORM OF CLASS II-B-[1][2][3][4][5][6][7][8] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS II-A CERTIFICATES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
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").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS II-B-[1][2][3][4][5][6][7][8] CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE
OR INTEREST THEREIN, THAT EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY
FITCH, S&P AND XXXXX'X, (II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE (EACH, "PLAN") OR INVESTING WITH "PLAN
ASSETS" OF ANY PLAN, OR (III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR
HOLD THE CERTIFICATE OR INTEREST THEREIN IS AN "INSURANCE COMPANY GENERAL ACCOUNT," AS SUCH TERM IS
DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND (3) THE
CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Adjustable Pass-Through Rate
Class II-B-[1][2][3][4][5][6][7][8] Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
June 1, 2006 $__________
First Distribution Date: Initial Certificate Principal Balance of this
July 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: ___________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class
II-B-[1][2][3][4][5][6][7][8] Certificates with respect to a Trust Fund consisting
primarily of a pool of adjustable interest rate mortgage loans secured by first liens
on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as
this Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate
mortgage loans secured by first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to
XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the
Mortgage Loans (the "Master Servicer," which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as
of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the "Seller"), the
Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage
Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used
herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class II-B-[1][2][3][4][5][6][7][8] Certificate or any interest
therein shall be deemed to have represented, by virtue of its acquisition or holding of that Certificate
or interest therein, that either (i) such Certificate is rated at least "BBB-" or its equivalent by
Fitch, S&P and Xxxxx'x, (ii) it is not a plan subject to Title I of the Employee Retirement Investment
Security Act of 1974, as amended, or Section 4975 of the Code (each, a "Plan") or investing with "plan
assets" of any Plan, or (iii)(1) it is an insurance company, (2) the source of funds used to acquire or
hold the Certificate or interest therein is an "insurance company general account," as such term is
defined in U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the
conditions in Sections I and III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). 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 lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-B-[1][2][3][4][5][6][7][8] Certificates referred to in the
within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
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) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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
Signature Guaranteed
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.
EXHIBIT A-11
RESERVED
EXHIBIT A-12
FORM OF CLASS II-B-[9][10][11] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS II-A, CLASS II-B-1,
CLASS II-B-2, CLASS II-B-3, CLASS II-B-4, CLASS II-B-5, CLASS II-B-6, CLASS II-B-7 AND CLASS II-B-8
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
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 (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate No.1 Adjustable Pass-Through Rate
Class II-B-[9][10][11] Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
June 1, 2006 $__________
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
July 25, 2006 $__________
Master Servicer: CUSIP: ____________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class
II-B-[9][10][11] Certificates with respect to a Trust Fund consisting primarily of a
pool of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as
master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor
(the "Seller"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities
Administrator"), EMC Mortgage Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a "Distribution
Date"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer 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.
No transfer of this Class II-B-[9][10][11] Certificate will be made unless the
Securities Administrator has received either (i) opinion of counsel for the benefit of the Trustee,
Master Servicer and the Securities Administrator and which they may rely which is satisfactory to the
Securities Administrator that the purchase of this certificate is permissible under local law, will not
constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as
amended (the "Code"), and will not subject the Master Servicer, the Trustee or the Securities
Administrator to any obligation or liability in addition to those undertaken in the Agreement or (ii) a
representation letter stating that the transferee is not acquiring directly or indirectly by, or on
behalf of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA,
and/or Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreement and the modification of the rights and obligations of the Seller,
the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreement
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). 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 lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreement in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-B-[9][10][11] Certificates referred to in the
within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
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) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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
Signature Guaranteed
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.
EXHIBIT A-13
FORM OF CLASS II-XP CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate No.1 Percentage Interest: 100%
Class II-XP Senior
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
June 1, 2006 Certificate as of the Cut-off Date:
$0
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
July 25, 2006 $0
Master Servicer: CUSIP: ___________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2006
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class
II-XP Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as
master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor
(the "Seller"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities
Administrator"), EMC Mortgage Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a "Distribution
Date"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer 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.
No transfer of this Class II-XP Certificate will be made unless the Securities
Administrator has received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended
(the "Code"), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). 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 lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-XP Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
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) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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
Signature Guaranteed
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.
EXHIBIT A-14
FORM OF CLASS III-A CERTIFICATE
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").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No. 1 Adjustable Pass-Through Rate
Class III-A Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
June 1, 2006 $____________
First Distribution Date: Initial Certificate Principal Balance of this
July 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class
III-A Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the "Mortgage
Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX.
Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans
(the "Master Servicer," which term includes any successors thereto under the Agreement referred to
below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the "Seller"), the Master
Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage
Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used
herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). 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 lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the sum of (x) the Cut-off
Date Balance and (y) the Pre-Funded Amounts for Loan Group I or (ii) the Depositor, based upon an
Opinion of Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of
any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status
will be lost for the then-current taxable year. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the expiration of 21 years after the death of certain persons identified in the
Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class III-A Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
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) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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
Signature Guaranteed
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.
EXHIBIT A-15
FORM OF CLASS III-X CERTIFICATE
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").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No.1 _______%
Class III-X Senior
Aggregate Initial Notional Amount of this Certificate
Date of Pooling and Servicing Agreement and Cut-off Date: as of the Cut-off Date:
June 1, 2006 $___________
Initial Notional Amount of this Certificate as of the
First Distribution Date: Cut-off Date:
July 25, 2006 $___________
Master Servicer: CUSIP: ____________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class
III-X Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the "Mortgage
Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX.
Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans
(the "Master Servicer," which term includes any successors thereto under the Agreement referred to
below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the "Seller"), the Master
Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage
Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used
herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the Notional
Amount hereof at a per annum rate equal to the Pass-Through Rate set forth above. The Securities
Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day,
the immediately following Business Day (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate is registered at the
close of business on the Business Day immediately preceding the related Distribution Date so long as
such Certificate remains in book-entry form (and otherwise, the close of business on the last Business
Day of the month immediately preceding the month of such Distribution Date), an amount equal to the
product of the Fractional Undivided Interest evidenced by this Certificate and the amount (of interest,
if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled
maturity date of any Mortgage Loan and is not likely to be the date on which the Notional Amount of this
Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Notional Amount of this Certificate is set forth above.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). 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 lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:__________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class III-X Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
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) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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
______________________________________________
Signature Guaranteed
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.
EXHIBIT A-16
FORM OF CLASS III-B-[1][2][3] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS II-A CERTIFICATES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
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").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS III-B-[1][2][3] CERTIFICATE OR ANY INTEREST THEREIN SHALL BE
DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST
THEREIN, THAT EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH, S&P AND
XXXXX'X, (II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE (EACH, A "PLAN") OR INVESTING WITH "PLAN ASSETS" OF ANY
PLAN, OR (III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE
CERTIFICATE OR INTEREST THEREIN IS AN "INSURANCE COMPANY GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN
U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS
IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Adjustable Pass-Through Rate
Class III-B-[1][2][3] Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
June 1, 2006 $__________
First Distribution Date: Initial Certificate Principal Balance of this
July 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: ___________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class
III-B-[1][2][3] Certificates with respect to a Trust Fund consisting primarily of a
pool of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as
this Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate
mortgage loans secured by first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to
XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the
Mortgage Loans (the "Master Servicer," which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as
of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the "Seller"), the
Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage
Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used
herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class III-B-[1][2][3] Certificate or any interest therein shall be
deemed to have represented, by virtue of its acquisition or holding of that Certificate or interest
therein, that either (i) such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P and
Xxxxx'x, (ii) it is not a plan subject to Title I of the Employee Retirement Investment Security Act of
1974, as amended, or Section 4975 of the Code (each, a "Plan") or investing with "plan assets" of any
Plan, or (iii)(1) it is an insurance company, (2) the source of funds used to acquire or hold the
Certificate or interest therein is an "insurance company general account," as such term is defined in
U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). 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 lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the sum of (x) the Cut-off
Date Balance and (y) the Pre-Funded Amounts for Loan Group II or (ii) the Depositor, based upon an
Opinion of Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of
any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status
will be lost for the then-current taxable year. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the expiration of 21 years after the death of certain persons identified in the
Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class III-B-[1][2][3] Certificates referred to in the
within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
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) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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
Signature Guaranteed
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.
EXHIBIT A-17
FORM OF CLASS III-B-[4][5][6] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS III-A, CLASS
III-B-1, CLASS III-B-2, CLASS III-B-3 CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
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 (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate No.1 Adjustable Pass-Through Rate
Class III-B-[4][5][6] Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
June 1, 2006 $__________
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
July 25, 2006 $__________
Master Servicer: CUSIP: ____________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class
III-B-[4][5][6] Certificates with respect to a Trust Fund consisting primarily of a
pool of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as
master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor
(the "Seller"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities
Administrator"), EMC Mortgage Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a "Distribution
Date"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer 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.
No transfer of this Class III-B-[4][5][6] Certificate will be made unless the
Securities Administrator has received either (i) opinion of counsel for the benefit of the Trustee,
Master Servicer and the Securities Administrator and which they may rely which is satisfactory to the
Securities Administrator that the purchase of this certificate is permissible under local law, will not
constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as
amended (the "Code"), and will not subject the Master Servicer, the Trustee or the Securities
Administrator to any obligation or liability in addition to those undertaken in the Agreement or (ii) a
representation letter stating that the transferee is not acquiring directly or indirectly by, or on
behalf of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA,
and/or Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreement and the modification of the rights and obligations of the Seller,
the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreement
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). 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 lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreement in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the sum of (x) the Cut-off
Date Balance and (y) the Pre-Funded Amounts for Loan Group II or (ii) the Depositor, based upon an
Opinion of Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of
any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status
will be lost for the then-current taxable year. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the expiration of 21 years after the death of certain persons identified in the
Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class III-B-[4][5][6] Certificates referred to in the
within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
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) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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
Signature Guaranteed
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.
EXHIBIT B
MORTGAGE LOAN SCHEDULE
GROUP SUB_GROUP CURRENT_BALANCE PAYMENT STATED_ORIGINAL_TERM STATED_REM_TERM CURRENT_NET_COUPON LPMI MSERV SERV_FEE CURRENT_GROSS_COUPON CITY1 STATE ZIP_CODE PROPTYPE ORIGINAL_BALANCE FIRST_PAY_DATE LOAN_TO_VALUE MI MERS_ID1 MARGIN NEXT_RATE_ADJ_DATE1 MAX_RATE MIN_RATE PER_RATE_CAP LIEN BALLOON IO_FLAG IO_PERIOD PREPAY AMORT_TERM1 FIX_PER NEG_AM STATED_MAT PORTFOLIO
GI G02 180932.08 1281.60 360 358 8.125 0 0 0.375 8.5 XXXXXXX XX 00000 Condominium 181000 20060501 69.98999786 No MI 1.00E+17 2.25 20110401 13.5 0 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 203600 1420.96 360 357 8 0 0 0.375 8.375 Xxxxxxx XX 00000 Single Family 203600 20060401 80 No MI 1.00E+17 2.25 20110301 13.375 1.875 1 First Lien Y 60 Prepay 360 60 N 20360301 AFL2
GI G01 467920 3265.69 360 357 8 0 0 0.375 8.375 Xxxxxxxxxx XX 00000 Condominium 467920 20060401 80 No MI 1.00E+17 2.25 20110301 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G01 997500 6338.28 360 357 7.25 0 0 0.375 7.625 XXXX XXXXX XX 00000 Single Family 997500 20060401 75 No MI 1.00E+17 2.25 20110301 12.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G02 311500 1979.32 360 355 7.25 0 0 0.375 7.625 Xxxxxxxx XX 0000 Single Family 311500 20060201 70 No MI 1.00E+17 2.25 20110101 13.625 1.875 2 First Lien Y 120 No_PP 360 60 N 20360101 AFL2
GII G03 230350 1367.70 360 356 6.75 0 0 0.375 7.125 Xxxxxxx Xxxxxxx XX 00000 2-4 Family 230400 20060301 80 No MI 1.00E+17 2.25 20110201 13.125 1.875 2 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GI G02 219318.98 1649.78 360 358 7.875 0 0 0.375 8.25 Xxxxxxx XX 0000 Single Family 219600 20060501 90 GE Capital MI 1.00E+17 2.25 20110401 13.25 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GII G02 312000 1722.50 360 356 6.25 0 0 0.375 6.625 Xxxxxxxxxx XX 00000 PUD 312000 20060301 80 No MI 1.00E+17 2.25 20110201 12.625 1.875 2 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GI G03 217500 1359.38 360 357 7.125 0 0 0.375 7.5 Xxxxx XX 00000 Condominium 217500 20060401 75 No MI 2.25 20110301 12.5 1.875 1 First Lien Y 60 No_PP 360 60 N 20360301 AFL2
GI G02 124720 818.48 360 357 7.5 0 0 0.375 7.875 XXXXXXXXX XX 00000 PUD 124720 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 243541.83 1854.58 360 357 8 0 0 0.375 8.375 XXXXXX XX 00000 Single Family 244000 20060401 80 No MI 1.00E+17 2.25 20110301 13.375 1.875 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GI G03 373500 2295.47 360 356 7 0 0 0.375 7.375 Xxxx Xxxxx XX 00000 PUD 373500 20060301 90 GE Capital MI 1.00E+17 2.25 20110201 13.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GII G02 224800 1264.50 360 356 6.375 0 0 0.375 6.75 Xxxxxxxx XX 0000 Single Family 224800 20060301 80 No MI 1.00E+17 2.25 20110201 12.75 1.875 2 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GI G02 311000 1619.79 360 357 5.875 0 0 0.375 6.25 Xxxxxxx XX 00000 Single Family 311000 20060401 69.88999939 No MI 1.00E+17 2.375 20080301 11.25 1.875 1 First Lien Y 120 No_PP 360 24 N 20360301 AFL2
GI G02 95819.73 729.67 360 357 8 0 0 0.375 8.375 Xxxxxxx Xxxx XX 00000 Single Family 96000 20060401 80 No MI 1.00E+17 2.25 20110301 13.375 2 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GI G02 96218.98 732.71 360 357 8 0 0 0.375 8.375 Xxxxxxx XX 00000 Single Family 96400 20060401 80 No MI 1.00E+17 2.25 20110301 13.375 1.875 1 First Lien N 0 Prepay 360 60 N 20360301 AFL2
GII G02 106600 577.42 360 357 6.125 0 0 0.375 6.5 XXXXXXXXX XX 00000 Single Family 106600 20060401 65 No MI 1.00E+17 2.25 20110301 11.5 1.875 1 First Lien Y 60 Prepay 360 60 N 20360301 AFL2
GII G02 264600 1543.50 360 356 6.625 0 0 0.375 7 Xxxxxx XX 00000 PUD 264600 20060301 79.98999786 No MI 1.00E+17 2.25 20110201 13 1.875 2 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GI G02 92250 643.83 360 358 8 0 0 0.375 8.375 XXXXXXX XX 00000 Single Family 92250 20060501 75 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 58287.51 438.74 360 357 7.875 0 0 0.375 8.25 XXXXXXX XX 00000 Single Family 58400 20060401 80 No MI 1.00E+17 2.25 20110301 13.25 1.875 1 First Lien N 0 Prepay 360 60 N 20360301 AFL2
GI G02 59388.28 452.24 360 357 8 0 0 0.375 8.375 Xxxxxxxxx XX 00000 Single Family 59500 20060401 70 No MI 1.00E+17 2.25 20110301 13.375 1.875 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GI G02 102950 707.78 360 357 7.875 0 0 0.375 8.25 Xxxxxx XX 00000 Single Family 102950 20060401 74.98000336 No MI 1.00E+17 2.25 20110301 13.25 1.875 1 First Lien Y 60 Prepay 360 60 N 20360301 AFL2
GI G01 989958.4 7598.72 360 358 8 0 0 0.375 8.375 Xxxxxxxxxx XX 00000 Single Family 999736 20060501 68 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GI G02 210400 1358.83 360 357 7.375 0 0 0.375 7.75 Xxxxxx Xxxx XX 00000 PUD 210400 20060401 80 No MI 1.00E+17 2.25 20110301 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G02 146250 822.66 360 358 6.375 0 0 0.375 6.75 Xxxxxx XX 00000 2-4 Family 146250 20060501 65 No MI 1.00E+17 2.25 20110401 11.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 199584.37 1450.14 360 357 7.5 0 0 0.375 7.875 N XXX XXXXX XX 00000 Single Family 200000 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien N 0 Prepay 360 60 N 20360301 AFL2
GI G02 74200 494.67 360 358 7.625 0 0 0.375 8 Xxxxxxx XX 00000 Single Family 74200 20060501 70 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 228400 1498.88 360 357 7.5 0 0 0.375 7.875 Xxxxxx XX 00000 2-4 Family 228400 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G03 110530 690.81 360 357 7.125 0 0 0.375 7.5 XXXXXX XXXX XX 00000 Condominium 110530 20060401 70 No MI 1.00E+17 2.25 20110301 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G01 476000 3371.67 360 357 8.125 0 0 0.375 8.5 Xxxxx XX 00000 PUD 476000 20060401 80 No MI 1.00E+17 2.25 20110301 13.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G01 1494034.48 9648.97 360 357 7.375 0 0 0.375 7.75 Xxxxxx Xxxx XX 00000 Single Family 1495000 20060401 61.02000046 No MI 1.00E+17 2.25 20110301 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G03 185200 1157.50 360 357 7.125 0 0 0.375 7.5 Xxxxx Xxxxx XX 00000 Single Family 185200 20060401 80 No MI 1.00E+17 2.25 20110301 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 116000 797.50 360 358 7.875 0 0 0.375 8.25 XXX XX 00000 Single Family 116000 20060501 80 No MI 1.00E+17 2.25 20110401 13.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 271200 1525.50 360 358 6.375 0 0 0.375 6.75 Xxxxxxxxxx XX 00000 Single Family 271200 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 1.875 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GII G03 417000 2519.37 360 358 6.875 0 0 0.375 7.25 XXXXXXXXXX XX 00000 Single Family 417000 20060501 52.77999878 No MI 1.00E+17 2.25 20110401 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G01 767200 5034.75 360 358 7.5 0 0 0.375 7.875 XXXXXXXXX XX 00000 Single Family 767200 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G03 238973.87 1613.91 360 357 6.75 0 0 0.375 7.125 Xxxxxxx XX 00000 PUD 239552 20060401 80 No MI 1.00E+17 2.25 20110301 12.125 1.875 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GI G03 975000 6093.75 360 357 7.125 0 0 0.375 7.5 XXXX XXXX XX 00000 Single Family 975000 20060401 75 No MI 1.00E+17 2.25 20110301 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G03 719200 4420.08 360 357 7 0 0 0.375 7.375 Xxxxx XX 00000 Single Family 719200 20060401 80 No MI 1.00E+17 2.25 20110301 12.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G02 208000 1365.00 360 357 7.5 0 0 0.375 7.875 Xxxxxx XX 00000 Single Family 208000 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 60 Prepay 360 60 N 20360301 AFL2
GI G03 223200 1395.00 360 356 7.125 0 0 0.375 7.5 Xxxxxxxxx XX 00000 Single Family 223200 20060301 80 No MI 1.00E+17 2.25 20110201 12.5 1.875 1 First Lien Y 60 Prepay 360 60 N 20360201 AFL2
GII G01 131594.28 780.83 360 357 5.5 0 0 0.375 5.875 Xxxxxx XX 0000 Single Family 132000 20060401 42.86000061 No MI 1.00E+17 2.25 20090301 11.875 1.875 1 First Lien N 0 No_PP 360 36 N 20360301 AFL2
GII G02 319200 1795.50 360 350 6.375 0 0 0.375 6.75 Xxxxx XX 00000 2-4 Family 319200 20050901 80 No MI 1.00E+17 2.25 20100801 11.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20350801 AFL2
GII G02 153336 878.49 360 355 6.5 0 0 0.375 6.875 Xxxxx Xxxxx XX 00000 Condominium 153336 20060201 79.98999786 No MI 1.00E+17 2.25 20110101 12.875 1.875 2 First Lien Y 120 Prepay 360 60 N 20360101 AFL2
GI G01 651050 4272.52 360 357 7.5 0 0 0.375 7.875 XXXXXXXX XXXX XX 00000 Single Family 651050 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 136000 892.50 360 357 7.5 0 0 0.375 7.875 XXXXX XXXXXXX XX 00000 PUD 136000 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G03 230406.43 1613.44 360 358 7.125 0 0 0.375 7.5 Xxxxxxx XX 00000 2-4 Family 230750 20060501 65 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GI G02 189200 1320.46 360 358 8 0 0 0.375 8.375 Xxxxxxxx XX 00000 Single Family 189200 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GI G02 67073.81 510.77 360 357 8 0 0 0.375 8.375 XXXXXXXXXX XX 00000 Single Family 67200 20060401 80 No MI 1.00E+17 2.25 20110301 13.375 1.875 1 First Lien N 0 Prepay 360 60 N 20360301 AFL2
GI G03 115360 721.00 360 358 7.125 0 0 0.375 7.5 XXXXXXX XXXX XX 00000 Single Family 115360 20060501 80 No MI 2.25 20110401 12.5 1.875 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GI G03 159920 1032.82 360 360 7.375 0 0 0.375 7.75 EGG XXXXXX XXXXXXXX XX 0000 Condominium 159920 20060701 80 No MI 4.25 20110601 12.75 1.875 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GI G03 169600 1042.33 360 360 7 0 0 0.375 7.375 XXXXX XXXXX XXXXXXX XX 00000 PUD 169600 20060701 80 No MI 3 20110601 12.375 3.875 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GI G03 312000 1950.00 360 360 7.125 0 0 0.375 7.5 XXX XXXXX XX 00000 Single Family 312000 20060701 80 No MI 3 20110601 12.5 2.625 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GII G02 244000 1397.92 360 360 6.5 0 0 0.375 6.875 XXXXXX XXXXXX XX 00000 PUD 244000 20060701 80 No MI 3.75 20110601 12.875 2.625 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GI G03 226000 1436.04 360 360 7.25 0 0 0.375 7.625 XXXXX XXXXXXXXX XX 00000 Single Family 226000 20060701 80 No MI 3 20110601 12.625 3.375 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GI G03 170400 1152.96 360 360 7.375 0 0 0.375 7.75 XXXXXXXX XX 00000 Single Family 170400 20060701 80 No MI 3.625 20110601 12.75 2.625 2 First Lien N 0 Prepay 480 60 N 20360601 ADN1
GI G03 323520 2022.00 360 359 7.125 0 0 0.375 7.5 XXXXXXXX XX 00000 Single Family 323520 20060601 80 No MI 4.25 20110501 12.5 3.25 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 196000 1408.75 360 360 8.25 0 0 0.375 8.625 XXXXXXXXX XX 00000 PUD 196000 20060701 80 No MI 5.25 20110601 14.625 3.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 199200 1265.75 360 360 7.25 0 0 0.375 7.625 XXXXX XX 00000 Condominium 199200 20060701 80 No MI 4.25 20110601 12.625 4.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 219360 1188.20 360 359 6.125 0 0 0.375 6.5 XXXX XXXXX XX 00000 Single Family 219360 20060601 80 No MI 3.25 20110501 11.5 3.875 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 131815.27 810.27 360 359 7 0 0 0.375 7.375 XXXXXXX XX 00000 Single Family 131840 20060601 80 No MI 3.5 20110501 13.375 2.875 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GI G03 203600 1272.50 360 360 7.125 0 0 0.375 7.5 XXXXXXXXX XX 00000 PUD 203600 20060701 80 No MI 4.25 20110601 12.5 3.125 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 98400 615.00 360 360 7.125 0 0 0.375 7.5 XXXXX XXXXXXXX XX 00000 Single Family 98400 20060701 80 No MI 3 20110601 12.5 3.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GII G03 295920 1787.85 360 359 6.875 0 0 0.375 7.25 XXX XXXXXXX XX 00000 Condominium 295920 20060601 80 No MI 3.75 20110501 12.25 2.625 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 166320 1022.18 360 359 7 0 0 0.375 7.375 XXXXXXXXXXXX XX 00000 Single Family 166320 20060601 80 No MI 4.25 20110501 12.375 3.375 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GI G03 312912 2296.04 360 360 7.625 0 0 0.375 8 XXXXXXXXX XX 00000 Single Family 312912 20060701 80 No MI 4.25 20110601 13 3.875 2 First Lien N 0 No_PP 360 60 N 20360601 ADN1
GI G03 423072 2688.27 360 360 7.25 0 0 0.375 7.625 XXXXXX XXXXXX XX 00000 Single Family 423072 20060701 80 No MI 3.75 20110601 12.625 3.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 234400 1465.00 360 360 7.125 0 0 0.375 7.5 XXXXXXX XX 00000 Single Family 234400 20060701 80 No MI 3.5 20110601 12.5 3.375 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 316650 2045.03 360 359 7.375 0 0 0.375 7.75 XXXXXXXXXXX XX 00000 Single Family 316650 20060601 79.98999786 No MI 4.25 20110501 12.75 3.125 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 319000 2026.98 360 360 7.25 0 0 0.375 7.625 XXXXXXXXX XX 00000 PUD 319000 20060701 79.94999695 No MI 4.25 20110601 12.625 3.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 179920 1199.47 360 360 7.625 0 0 0.375 8 XXXXXXX XXXXX XX 00000 Condominium 179920 20060701 80 No MI 5.25 20110601 13 3.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 164000 1076.25 360 360 7.5 0 0 0.375 7.875 XXXXX XX 00000 Condominium 164000 20060701 80 No MI 3.5 20110601 12.875 4.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 285600 1748.94 360 360 6.5 0 0 0.375 6.875 XXXXXXXXXXX XX 00000 PUD 285600 20060701 80 No MI 3.375 20110601 11.875 3.125 2 First Lien N 0 Prepay 480 60 N 20360601 ADN1
GI G03 284760 1720.43 360 359 6.875 0 0 0.375 7.25 XXXXXXXX XX 00000 PUD 284760 20060601 80 No MI 3 20110501 12.25 3 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 192000 1240.00 360 360 7.375 0 0 0.375 7.75 XXXXXX XXXXXX XX 00000 Condominium 192000 20060701 80 No MI 3.75 20110601 12.75 2.625 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GII G03 369120 2230.10 360 360 6.875 0 0 0.375 7.25 XXXXXXXXX XX 00000 Single Family 369120 20060701 80 No MI 3.5 20110601 12.25 3.375 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 204800 1365.33 360 359 7.625 0 0 0.375 8 XXXXX XX 00000 PUD 204800 20060601 80 No MI 5.25 20110501 13 3.125 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 248000 1654.97 360 360 7.25 0 0 0.375 7.625 FT XXXXX XX 00000 Single Family 248000 20060701 80 No MI 5.375 20090601 13.625 4.875 2 First Lien N 0 Prepay 480 36 N 20360601 ADN1
GI G03 172000 1021.25 360 359 6.75 0 0 0.375 7.125 XXXX XX 00000 Single Family 172000 20060601 80 No MI 3 20110501 12.125 5 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 232000 1329.17 360 360 6.5 0 0 0.375 6.875 XXXXX XXXXXXXXX XX 00000 Single Family 232000 20060701 80 No MI 3.25 20110601 11.875 2.625 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 191200 1294.58 360 360 7.75 0 0 0.375 8.125 XXX XXXXX XX 00000 Condominium 191200 20060701 80 No MI 4.25 20110601 13.125 2.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 256000 1573.33 360 359 7 0 0 0.375 7.375 XXXXXXXXXX XX 00000 PUD 256000 20060601 80 No MI 3 20110501 12.375 3.875 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GII G02 119920 767.86 360 360 6.25 0 0 0.375 6.625 XXXXX XXXX XX 00000 Single Family 119920 20060701 80 No MI 4.25 20110601 11.625 2.625 2 First Lien N 0 Prepay 360 60 N 20360601 ADN1
GII G02 268000 1738.24 360 360 6.375 0 0 0.375 6.75 XXXXXXXXXXXX XX 00000 Single Family 268000 20060701 80 No MI 3.5 20110601 11.75 3.875 2 First Lien N 0 No_PP 360 60 N 20360601 ADN1
GI G03 431756 3013.30 360 360 8 0 0 0.375 8.375 XXXXXXXX XX 00000 Single Family 431756 20060701 80 No MI 5.25 20110601 13.375 3.125 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GII G03 208000 1256.67 360 360 6.875 0 0 0.375 7.25 XXX XXXXX XX 00000 PUD 208000 20060701 80 No MI 3.5 20110601 12.25 4.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 280000 1895.83 360 360 7.75 0 0 0.375 8.125 XXXXXXXXXXX XX 00000 Single Family 280000 20060701 80 No MI 5.25 20110601 13.125 3.125 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GII G03 424000 2517.50 360 359 6.75 0 0 0.375 7.125 XXXXXXXX XXXX XX 00000 Condominium 424000 20060601 80 No MI 3.5 20110501 12.125 4.875 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 128000 800.00 360 360 7.125 0 0 0.375 7.5 XXX XXXXX XX 00000 PUD 128000 20060701 80 No MI 3.75 20110601 12.5 3.5 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 71155.75 541.17 360 359 8 0 0 0.375 8.375 XXXXXXX XX 00000 Single Family 71200 20060601 80 No MI 3.5 20110501 13.375 3.375 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
GI G03 249600 1534.00 360 359 7 0 0 0.375 7.375 XXXXXXXXXX XX 00000 Condominium 249600 20060601 80 No MI 3.25 20110501 12.375 3.125 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 400000 2291.67 360 359 6.5 0 0 0.375 6.875 XXXXXXXXXXX XX 00000 PUD 400000 20060601 80 No MI 3 20110501 11.875 2.875 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 191061.62 1353.30 360 359 7.25 0 0 0.375 7.625 XXXXXXX XX 00000 Condominium 191200 20060601 80 No MI 3.75 20110501 12.625 4.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G03 150000 937.50 360 360 7.125 0 0 0.375 7.5 XXXXXXXXX XX 00000 Single Family 150000 20060701 80 No MI 5.25 20110601 12.5 3.375 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 267200 1530.83 360 359 6.5 0 0 0.375 6.875 XXXXXXXX XX 00000 PUD 267200 20060601 80 No MI 3.25 20110501 11.875 4.875 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 480000 3000.00 360 360 7.125 0 0 0.375 7.5 XXXXXXXXX XXXXXXX XX 00000 Single Family 480000 20060701 80 No MI 3.25 20110601 12.5 2.875 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GI G03 282000 1791.88 360 360 7.25 0 0 0.375 7.625 XXXXXXXX XX 00000 Condominium 282000 20060701 80 No MI 3 20110601 12.625 3.125 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 148000 986.67 360 360 7.625 0 0 0.375 8 XXXXXXXXX XX 00000 Condominium 148000 20060701 80 No MI 3 20110601 13 2.625 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GII G02 199160 1141.02 360 359 6.5 0 0 0.375 6.875 XXXXXX XX 00000 Condominium 199160 20060601 80 No MI 3.5 20110501 11.875 2.625 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GII G02 251920 1417.05 360 360 6.375 0 0 0.375 6.75 XX XXXXX XX 00000 Condominium 251920 20060701 80 No MI 4.25 20110601 11.75 3.125 2 Xxxxx Xxxx X 000 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 559961.45 3325.00 360 358 6.875 0 0 0.25 7.125 XXX XXXX XX 00000 Single Family 560000 20060501 78.31999969 No MI 1.00E+17 2.25 20110401 12.125 3.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G01 335000 1709.90 360 357 5.875 0 0 0.25 6.125 XXXXXXXXXX XX 00000 PUD 335000 20060401 70.23000336 No MI 1.00E+17 2.25 20110301 11.125 2 1 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GI G02 188000 1272.92 360 355 7.75 0 0 0.375 8.125 Xxxxx Xxxxxx XX 00000 PUD 188000 20060201 80 No MI 1.00E+17 2.25 20110101 13.125 2 1 First Lien Y 120 No_PP 360 60 N 20360101 AFL2
GIII G02 92481 491.31 360 360 6.125 0 0 0.25 6.375 XXXXXXXXXX XXXXXXXX XX 00000 Condominium 92481 20060701 71.13999939 No MI 1.00E+17 2.25 20110601 11.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 228000 1306.25 360 357 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 Condominium 228000 20060401 80 No MI 1.00E+17 3.375 20110301 12.875 2 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GII G02 154027.23 1018.85 360 355 6.5 0 0 0.375 6.875 XXXXXXXXXXX XX 00000 Single Family 155092 20060201 80 No MI 1.00E+17 2.25 20110101 11.875 3.125 1 First Lien N 0 No_PP 360 60 N 20360101 AFL2
GI G02 53600 393.30 360 360 7.625 0 0 0.375 8 XXXXXXX XX 00000 Condominium 53600 20060701 78.81999969 No MI 1.00E+17 2.25 20110601 13 1.875 1 First Lien N 0 Prepay 360 60 N 20360601 AFL2
GI G02 270816 2082.34 360 360 8.125 0 0 0.375 8.5 XXXXXXX XX 00000 Condominium 270816 20060701 80 No MI 1.00E+17 2.25 20110601 13.5 1.875 1 First Lien N 0 No_PP 360 60 N 20360601 AFL2
GII G02 149300 793.16 360 359 6 0 0 0.375 6.375 XXXXXXXXXXXXX XX 00000 PUD 149300 20060601 79.98999786 No MI 1.00E+17 2.25 20110501 11.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 175192 1094.95 360 359 7.125 0 0 0.375 7.5 Xxxxxxxxx XX 00000 PUD 175192 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 276870 1730.44 360 358 7.125 0 0 0.375 7.5 XXXXXXXX XX 00000 PUD 276870 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 303148 1989.41 360 359 7.5 0 0 0.375 7.875 XXXXXXXX XX 00000 PUD 303148 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 144649.58 934.20 360 357 7.375 0 0 0.375 7.75 XXXXXX XX 00000 Single Family 144650 20060401 79.98999786 No MI 1.00E+17 2.25 20110301 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GII G02 136800 755.25 360 359 6.25 0 0 0.375 6.625 XXXXXXX XX 00000 PUD 136800 20060601 79.98000336 No MI 1.00E+17 2.25 20110501 11.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G02 274400 1572.08 360 360 6.625 0 0 0.25 6.875 XXX XXXXXXX XX 00000 PUD 274400 20060701 80 No MI 1.00E+17 2.25 20110601 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G02 252800 1395.67 360 357 6.375 0 0 0.25 6.625 XXX XXXXXXXXXX XX 00000 Single Family 252800 20060401 80 No MI 1.00E+17 2.25 20110301 12.625 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GII G02 172800 990.00 360 358 6.5 0 0 0.375 6.875 Xxxxxxxx XX 00000 Single Family 172800 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G01 298350 1802.53 360 359 6.31 0.69 0 0.25 7.25 XXXXXXXX XX 00000 Single Family 298350 20060601 90 Republic MIC 1.00E+17 3.125 20110501 12.25 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 303000 1956.88 360 359 7.5 0 0 0.25 7.75 XXX XXXXX XX 00000 2-4 Family 303000 20060601 72.13999939 No MI 1.00E+17 2.25 20110501 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 900000 4781.25 360 358 6.125 0 0 0.25 6.375 XXXXXXXXXXX XX 00000 PUD 900000 20060501 72 No MI 1.00E+17 2.25 20110401 11.375 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G01 127740.61 939.22 360 357 7.75 0 0 0.25 8 XXXXXXXXXXX XX 00000 2-4 Family 128000 20060401 80 No MI 1.00E+17 2.25 20110301 14 2 2 First Lien N 0 No_PP 360 60 N 20360301 ADN1
GIII G02 411317.5 2672.22 360 359 6.5 0 0 0.25 6.75 XXXXXXXXXX XX 00000 Single Family 412000 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
GI G01 218330 1387.31 360 360 7.25 0 0 0.375 7.625 XXXXXX XX 00000 PUD 218330 20060701 70 No MI 1.00E+17 2.25 20110601 12.625 2 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GIII G03 427352 2136.76 360 358 5.75 0 0 0.25 6 XXXXXXX XX 00000 PUD 427412 20060501 80 No MI 1.00E+17 2.25 20110401 11 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 320000 1866.67 360 358 6.75 0 0 0.25 0 XXXXXXX XX XXXX XX 00000 Single Family 320000 20060501 80 No MI 1.00E+17 2.25 20110401 13 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G01 264000 1320.00 360 360 5.75 0 0 0.25 6 XXX XXXXX XX 00000 Single Family 264000 20060701 80 No MI 1.00E+17 2.25 20110601 11 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GI G03 644000 4025.00 360 360 7.125 0 0 0.375 7.5 Xxxxxx XX 00000 Single Family 644000 20060701 80 No MI 1.00E+17 2.25 20110601 12.5 2 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GIII G02 240000 1400.00 360 357 6.75 0 0 0.25 7 XXXXXXXXX XX 00000 Condominium 240000 20060401 80 No MI 1.00E+17 2.25 20110301 13 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G01 215920 1102.09 360 360 5.875 0 0 0.25 6.125 XXXXXXXX XX 00000 Single Family 215920 20060701 77.11000061 No MI 1.00E+17 2.25 20110601 11.125 2 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GIII G03 649000 3447.81 360 357 6.125 0 0 0.25 6.375 XXXXXXX XX 00000 Single Family 649000 20060401 64.90000153 No MI 1.00E+17 2.25 20110301 12.375 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G03 183920 900.44 360 360 5.625 0 0 0.25 5.875 XXXXXXX XX 00000 Condominium 183920 20060701 80 No MI 1.00E+17 2.25 20110601 10.875 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GI G01 556179 3881.67 360 357 8 0 0 0.375 8.375 Xxxxxxxxxx XX 00000 PUD 556179 20060401 80 No MI 1.00E+17 2.25 20110301 13.375 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G02 237472 1360.52 360 360 6.625 0 0 0.25 6.875 XXXXXXXX XX 00000 PUD 237472 20060701 80 No MI 1.00E+17 2.25 20110601 11.875 1.875 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GI G01 338000 2218.13 360 358 7.625 0 0 0.25 7.875 XXXXXXX XX 00000 Single Family 338000 20060501 77.69999695 No MI 1.00E+17 2.25 20110401 13.875 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G01 123805.95 845.90 360 358 7 0 0 0.25 7.25 XXXXXXXXX XX 00000 2-4 Family 124000 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 2 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GIII G03 459995.83 2395.83 360 358 6 0 0 0.25 6.25 XXXX XXXXXX XX 00000 Single Family 460000 20060501 77.97000122 No MI 1.00E+17 2.25 20110401 12.25 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G01 168000 1085.00 360 360 7.5 0 0 0.25 7.75 XXXXXXX XX 00000 2-4 Family 168000 20060701 80 No MI 1.00E+17 2.25 20110601 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G03 514020.16 3170.94 360 358 6 0 0 0.25 6.25 XXXXXXX XX 00000 Single Family 515000 20060501 77.44000244 No MI 1.00E+17 2.25 20110401 11.25 2 2 First Lien N 0 No_PP 360 60 N 20360401 ADN1
GIII G02 140800 762.67 360 358 6.25 0 0 0.25 6.5 NORTH XXXX XXXX XX 00000 Single Family 140800 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G01 173000 1045.21 360 360 7 0 0 0.25 7.25 XXX XXXXX XX 00000 Single Family 173000 20060701 78.63999939 No MI 1.00E+17 2.25 20110601 12.25 1.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GII G02 142500 831.25 360 359 6.625 0 0 0.375 7 Xxxx Xxxxxx XX 00000 PUD 142500 20060601 69.98999786 No MI 2.25 20110501 12 2 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GI G03 296000 1819.17 360 358 7 0 0 0.375 7.375 XXXXXXXXX XX 00000 Single Family 296000 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 187463 1034.95 360 355 6.25 0 0 0.375 6.625 XXXXX XXXXX XX 00000 PUD 187463 20060201 80 No MI 1.00E+17 2.375 20080101 11.625 1.875 1 First Lien Y 120 No_PP 360 24 N 20360101 AFL2
GII G03 910000 5497.92 360 357 6.875 0 0 0.375 7.25 XXXXX XXXX XX 00000 2-4 Family 910000 20060401 65 No MI 1.00E+17 2.25 20110301 12.25 2 1 First Lien Y 60 No_PP 360 60 N 20360301 AFL2
GI G01 307328 2016.84 360 358 7.5 0 0 0.375 7.875 Xxxxxxxxx XX 00000 Condominium 307328 20060501 80 No MI 1.00E+17 2.25 20110401 13.875 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G03 138400 821.75 360 354 6.75 0 0 0.375 7.125 Xxxxxxx XX 00000 Condominium 138400 20060101 80 No MI 1.00E+17 2.25 20101201 12.125 1.875 1 First Lien Y 60 No_PP 360 60 N 20351201 AFL2
GIII G01 52800 269.50 360 358 5.875 0 0 0.25 6.125 XXXXXXX XXXX XX 00000 Single Family 52800 20060501 75.43000031 No MI 1.00E+17 2.25 20110401 11.125 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 190000 1246.88 360 359 7.625 0 0 0.25 7.875 ROYAL XXXX XXXXX XX 00000 PUD 190000 20060601 95 GE Capital MI 1.00E+17 2.25 20110501 12.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G01 69642.06 459.85 360 354 6.5 0 0 0.375 6.875 Xxxxxxxxx XX 00000 2-4 Family 70000 20060101 64.22000122 No MI 1.00E+17 2.25 20081201 12.875 2 1 First Lien N 0 No_PP 360 36 N 20351201 AFL2
GII G02 336000 1925.00 360 359 6.5 0 0 0.375 6.875 Randolph MA 2368 Single Family 336000 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G03 342000 1959.38 360 359 5.995 0.63 0 0.25 6.875 XXXX XXXXX XX 00000 PUD 342000 20060601 90 Republic MIC 1.00E+17 3 20110501 11.875 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G02 99831 656.93 360 358 6.5 0 0 0.375 6.875 XXXXXXX XX 00000 Single Family 100000 20060501 53.75999832 No MI 1.00E+17 2.25 20110401 11.875 2.12 1 First Lien N 0 Prepay 360 60 N 20360401 XXXX
GI G02 296250 2098.44 360 359 8.125 0 0 0.375 8.5 XXXXXX XX 00000 PUD 296250 20060601 75 No MI 1.00E+17 2.25 20110501 13.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 158228.09 1217.37 360 359 8.125 0 0 0.375 8.5 Xxx Xxxx XX 00000 Single Family 158324 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 1.875 1 First Lien N 0 Prepay 360 60 N 20360501 AFL2
GI G02 268000 1730.83 360 358 7.375 0 0 0.375 7.75 XXXXX XX 00000 PUD 268000 20060501 80 No MI 1.00E+17 2.25 20110401 13.75 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 71823.17 527.72 360 358 7.625 0 0 0.375 8 Xxxxxxxxx XX 00000 Single Family 71920 20060501 80 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GI G02 118320 788.80 360 359 7.625 0 0 0.375 8 XXXXXXX XX 00000 Single Family 118320 20060601 80 No MI 1.00E+17 2.375 20080501 13 1.875 1 First Lien Y 120 No_PP 360 24 N 20360501 AFL2
GIII G02 265500 1465.78 360 359 6.375 0 0 0.25 6.625 XXXXXXXX XX 00000 PUD 265500 20060601 67.41999817 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 214200 1539.56 360 360 8.25 0 0 0.375 8.625 XXXXX XXXXX XX 00000 2-4 Family 214200 20060701 70 No MI 1.00E+17 2.25 20110601 13.625 2 1 First Lien Y 60 Prepay 360 60 N 20360601 AFL2
GI G03 171500 1071.88 360 358 7.125 0 0 0.375 7.5 XXX XXXXX XX 00000 PUD 171500 20060501 70 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 168000 892.50 360 359 6.125 0 0 0.25 6.375 XXXXXXXXX XX 00000 Condominium 168000 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 120000 450.00 360 359 4.25 0 0 0.25 4.5 XXXXXXXXXX XX 00000 Condominium 120000 20060601 80 No MI 1.00E+17 2.25 20110501 9.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 199920 1166.20 360 358 6.625 0 0 0.375 7 XXXXXXXX XX 00000 PUD 199920 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G03 327200 1976.83 360 357 6.875 0 0 0.375 7.25 Xxxxxxxxx XX 00000 Single Family 327200 20060401 80 No MI 1.00E+17 2.25 20110301 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G02 142400 845.50 360 358 6.875 0 0 0.25 7.125 XXXXXXXX XX 00000 Single Family 142400 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 1.875 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GII G03 599200 3370.50 360 359 6.375 0 0 0.375 6.75 Xxxxxxxxx XX 00000 PUD 599200 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GII G03 207600 1254.25 360 359 6.875 0 0 0.375 7.25 XXXXXXX XX 00000 Townhouse 207600 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 88500 617.66 360 358 8 0 0 0.375 8.375 XXXXXXXXX XX 00000 Single Family 88500 20060501 75 No MI 1.00E+17 2.25 20110401 13.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 259603.1 1795.76 360 358 7 0 0 0.375 7.375 Xxxxxxx XX 00000 Single Family 260000 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GII G03 252000 1312.50 360 357 5.875 0 0 0.375 6.25 Xxxxxx Xxxxxx XX 00000 PUD 252000 20060401 80 No MI 1.00E+17 2.25 20110301 11.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G02 259950 1489.30 360 358 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 Single Family 259950 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 213264 1261.54 360 360 5.625 0 0 0.25 5.875 XXXXXXXXX XX 00000 PUD 213264 20060701 80 No MI 1.00E+17 2.25 20110601 10.875 2 2 First Lien N 0 No_PP 360 60 N 20360601 ADN1
GIII G01 106400 532.00 360 359 5.75 0 0 0.25 6 XXXXXXXXX XX 00000 Single Family 106400 20060601 80 No MI 1.00E+17 2.25 20110501 11 2 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GII G02 253320 1477.70 360 359 6.625 0 0 0.375 0 Xxxxx Xxx Xxxxx XX 00000 PUD 253320 20060601 80 No MI 1.00E+17 2.75 20110501 13 2 2 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G03 596250 3291.80 360 360 6.375 0 0 0.25 6.625 XXX XXXXXXX XX 00000 Condominium 596250 20060701 75 No MI 1.00E+17 2.25 20110601 11.625 1.875 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
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GII G02 346560 1985.50 360 358 6.5 0 0 0.375 6.875 Xxxxx Xxxxxxxx XX 00000 PUD 346560 20060501 77.87999725 No MI 1.00E+17 2.25 20110401 11.875 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GIII G01 245080 1250.93 360 359 5.875 0 0 0.25 6.125 XXXXXXX XX 00000 Single Family 245080 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 153781.92 1103.27 360 358 7.375 0 0 0.375 7.75 XXXXXX XX 00000 PUD 154000 20060501 70 No MI 1.00E+17 2.25 20110401 12.75 2 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GIII G02 247900 1394.44 360 359 6.5 0 0 0.25 6.75 XXXXXXXX XX 00000 Single Family 247900 20060601 79.97000122 No MI 1.00E+17 2.25 20110501 11.75 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
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GI G02 208000 1321.67 360 358 7.25 0 0 0.375 7.625 Xxxxx XX 00000 Single Family 208000 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
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GI G01 532000 3269.58 360 359 7.125 0 0 0.25 7.375 XXX XXXXX XX 00000 Single Family 532000 20060601 74.41000366 No MI 1.00E+17 2.25 20110501 12.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
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GI G02 259431.87 1840.26 360 357 7.25 0 0 0.375 7.625 Xxxxxx XX 00000 Single Family 260000 20060401 80 No MI 1.00E+17 2.25 20110301 12.625 2 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GII G03 431250 2605.47 360 359 6.875 0 0 0.375 7.25 Xxxx Xxxxxxxxxx XX 00000 Single Family 431250 20060601 75 No MI 1.00E+17 2.25 20110501 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
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GIII G03 480000 2700.00 360 358 6.5 0 0 0.25 6.75 XXXXXXXXXX XX 00000 Single Family 480000 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GIII G02 329880 1752.49 360 359 6.125 0 0 0.25 6.375 XXXXXXX XX 00000 PUD 329880 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 368000 2415.00 360 358 7.5 0 0 0.375 7.875 Boston MA 2121 2-4 Family 368000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 258184 1694.33 360 357 7.5 0 0 0.375 7.875 Xxxxxxxxx XX 00000 Single Family 258184 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G01 1260000 7875.00 360 359 7.25 0 0 0.25 7.5 XXXXXXXX XX 00000 PUD 1260000 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
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GI G01 955000 6167.71 360 359 7.5 0 0 0.25 7.75 XXXXXX XX 00000 Single Family 955000 20060601 72.08000183 No MI 1.00E+17 2.25 20110501 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 194271.77 1216.55 360 356 6 0 0 0.375 6.375 Farmington NH 3835 PUD 195000 20060301 65 No MI 1.00E+17 2.25 20110201 11.375 2 1 First Lien N 0 No_PP 360 60 N 20360201 AFL2
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GI G01 1320000 8250.00 360 360 7.25 0 0 0.25 7.5 AREA OF SILVERADO CANYOCA 92676 PUD 1320000 20060701 80 No MI 1.00E+17 2.25 20110601 12.5 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G03 880000 4583.33 360 360 6 0 0 0.25 6.25 XXXXXX XX 00000 Single Family 880000 20060701 80 No MI 1.00E+17 2.25 20110601 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
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GIII G03 684000 3633.75 360 359 6.125 0 0 0.25 6.375 XXX XXXX XX 00000 PUD 684000 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 560000 3325.00 360 360 6.875 0 0 0.25 7.125 XXX XXXXXXXXX XX 00000 Single Family 560000 20060701 80 No MI 1.00E+17 2.25 20110601 12.125 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
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GIII G03 468400 3038.03 360 360 6.5 0 0 0.25 6.75 XXXXXXXXX XX 0000 Single Family 468400 20060701 80 No MI 1.00E+17 2.25 20110601 11.75 2 2 First Lien N 0 No_PP 360 60 N 20360601 ADN1
GIII G03 551200 2985.67 360 359 6.25 0 0 0.25 6.5 XXXXXX XX 00000 Single Family 551200 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G02 347601 1955.26 360 358 6.375 0 0 0.375 6.75 Xxxxx Xxxxxxxx XX 00000 Single Family 347601 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 236800 1652.67 360 358 8 0 0 0.375 8.375 XXXX XXXXX XX 00000 Townhouse 236800 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 50400 320.25 360 358 7.25 0 0 0.375 7.625 XXXXXXXXX XX 00000 Townhouse 50400 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 118100 775.03 360 358 7.5 0 0 0.375 7.875 XX XXXXXX XX 00000 Single Family 118100 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G01 508400 3283.42 360 358 7.375 0 0 0.375 7.75 XXXXXXXXXX XX 00000 PUD 508400 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 209600 1462.83 360 359 8 0 0 0.375 8.375 Xxxxx Xxxx XX 00000 Single Family 209600 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GI G03 206500 1269.11 360 359 7 0 0 0.375 7.375 XXXXXXXXXXXX XX 00000 Condominium 206500 20060601 70 No MI 1.00E+17 2.25 20110501 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G03 487500 2640.63 360 360 6.125 0 0 0.375 6.5 XXXXXXX XX 00000 PUD 487500 20060701 64.83000183 No MI 1.00E+17 2.25 20110601 11.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GII G03 640000 3600.00 360 357 6.375 0 0 0.375 6.75 XXXX XXXXX XXXXXXX XX 00000 Single Family 640000 20060401 80 No MI 1.00E+17 2.25 20110301 11.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GII G02 231000 1227.19 360 358 6 0 0 0.375 6.375 XXXXXXXXX XX 00000 Condominium 231000 20060501 80 No MI 1.00E+17 2.25 20110401 11.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 134400 826.00 360 358 7 0 0 0.375 7.375 XXXXX XX 00000 Single Family 134400 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G03 536000 2791.67 360 360 6 0 0 0.25 6.25 XXX XXXX XX 00000 Single Family 536000 20060701 80 No MI 1.00E+17 2.25 20110601 11.25 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 424000 2296.67 360 359 6.25 0 0 0.25 6.5 XXXXXXXXX XX 00000 Single Family 424000 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GIII G03 533000 2720.52 360 360 5.875 0 0 0.25 6.125 XXXXXXX XX 00000 PUD 533000 20060701 73.51999664 No MI 1.00E+17 2.25 20110601 11.125 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GI G01 772300 4987.77 360 360 7.5 0 0 0.25 7.75 XXXXXX XX 00000 PUD 772300 20060701 80 No MI 1.00E+17 2.25 20110601 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G03 492000 3029.33 360 360 6 0 0 0.25 6.25 XXXX XX 00000 Single Family 492000 20060701 64.30999756 No MI 1.00E+17 2.25 20110601 11.25 2 2 First Lien N 0 No_PP 360 60 N 20360601 ADN1
GIII G03 460000 2635.42 360 360 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 Single Family 460000 20060701 80 No MI 1.00E+17 2.25 20110601 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GI G01 532000 3214.17 360 359 7 0 0 0.25 7.25 XXX XXXX XX 00000 Condominium 532000 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GIII G03 448000 2520.00 360 360 6.5 0 0 0.25 6.75 XXXXXXX XX 00000 Single Family 448000 20060701 80 No MI 1.00E+17 2.25 20110601 11.75 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GIII G03 1980000 11550.00 360 360 6.75 0 0 0.25 7 XXXXXXX XX 00000 PUD 1980000 20060701 60 No MI 1.00E+17 2.25 20110601 12 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GII G02 89600 522.67 360 359 6.625 0 0 0.375 7 XXXXXXX XX 00000 Single Family 89600 20060601 70 No MI 1.00E+17 2.25 20110501 12 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 199628.87 1102.12 360 357 6.25 0 0 0.375 6.625 XXXXXXXX XX 00000 PUD 199629 20060401 80 No MI 1.00E+17 2.25 20110301 11.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G02 243000 1417.50 360 358 6.625 0 0 0.375 7 XXXXXXXXX XX 00000 Single Family 243000 20060501 74.76999664 No MI 1.00E+17 2.25 20110401 12 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 234328 1464.55 360 358 7.125 0 0 0.375 7.5 XXXXXX XX 00000 Single Family 234328 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 334300 2089.38 360 357 7.125 0 0 0.375 7.5 XXXXX XXX XXXXX XX 00000 Single Family 334300 20060401 80 No MI 1.00E+17 2.25 20110301 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G01 319200 1995.00 360 359 7.125 0 0 0.375 7.5 Xxxxxxxxx XX 00000 PUD 319200 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G03 630400 3480.33 360 360 6.375 0 0 0.25 6.625 XXXXXXXX XXXX XX 00000 Single Family 630400 20060701 80 No MI 1.00E+17 2.25 20110601 11.625 1.875 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GI G02 220361 1446.12 360 358 7.5 0 0 0.375 7.875 XXXXXXXX XX 00000 PUD 220361 20060501 80 No MI 1.00E+17 2.375 20080401 12.875 2 1 First Lien Y 120 No_PP 360 24 N 20360401 AFL2
GI G03 87992 549.95 360 358 7.125 0 0 0.375 7.5 Xxxx XX 00000 Condominium 87992 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G01 472000 2851.67 360 360 7 0 0 0.25 7.25 XXXXX XXXXX XX 00000 Single Family 472000 20060701 80 No MI 1.00E+17 2.25 20110601 12.25 1.875 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GI G02 244000 1652.08 360 359 7.75 0 0 0.375 8.125 Xxx Xxxxxxx XX 00000 Single Family 244000 20060601 80 No MI 1.00E+17 2.25 20110501 13.125 2 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GII G03 422127.82 2846.47 360 359 6.75 0 0 0.375 7.125 Xxxxx XX 00000 2-4 Family 422500 20060601 65 No MI 1.00E+17 2.25 20110501 12.125 1.875 1 First Lien N 0 No_PP 360 60 N 20360501 XXXX
GI G03 102240 628.35 360 358 7 0 0 0.375 7.375 Xxxxxxxx XX 00000 Single Family 102240 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G01 582600 3762.62 360 359 7.375 0 0 0.375 7.75 XXXXXXXX XX 00000 PUD 582600 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 104000 650.00 360 358 7.125 0 0 0.375 7.5 Xxxx XX 00000 PUD 104000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G03 123815.36 867.03 360 358 7.125 0 0 0.375 7.5 XXXXXX XX 00000 Single Family 124000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GI G01 908805.56 6836.53 360 358 7.875 0 0 0.375 8.25 XXXXXXX XX 00000 Single Family 910000 20060501 70 No MI 1.00E+17 2.25 20110401 13.25 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GI G01 134476 798.45 360 359 6.75 0 0 0.375 7.125 Xxxxxxxxxxxx XX 00000 Condominium 134476 20060601 80 No MI 1.00E+17 2.75 20110501 13.125 1.875 2 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G03 178035 1112.72 360 358 7.125 0 0 0.375 7.5 Xxxxxxxxxxx XX 00000 Single Family 178035 20060501 65 No MI 1.00E+17 2.25 20110401 12.5 2.375 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 243214 1292.07 360 359 6 0 0 0.375 6.375 Xxx Xxxxx XX 00000 PUD 243214 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 1.875 2 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G01 648750 4325.00 360 358 7.625 0 0 0.375 8 XXX XXXXXXXX XX 00000 Single Family 648750 20060501 75 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 XXXX
GI G02 112579 738.80 360 358 7.5 0 0 0.375 7.875 Canal Xxxxxxxxxx XX 00000 Single Family 112579 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G02 192800 1345.58 360 358 8 0 0 0.375 8.375 XXXXXXX XX 00000 Single Family 192800 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 155749.53 1051.00 360 358 6.75 0 0 0.375 7.125 XXXXXXXXX XX 00000 Single Family 156000 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GII G03 267200 1586.50 360 359 6.75 0 0 0.375 7.125 XXXXXXXX XX 00000 PUD 267200 20060601 80 No MI 1.00E+17 2.25 20110501 12.125 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 151200 1023.75 360 357 7.75 0 0 0.375 8.125 Xxxxx XX 00000 Single Family 151200 20060401 80 No MI 1.00E+17 2.25 20110301 13.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G02 133100 776.42 360 359 6.625 0 0 0.375 7 Xxxxxxxxxxx XX 00000 Single Family 133100 20060601 74.98999786 No MI 1.00E+17 2.25 20110501 12 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G01 431620.8 2832.51 360 358 7.5 0 0 0.375 7.875 Xxx Xxxxx XX 00000 PUD 431920 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G03 240800 1505.00 360 357 7.125 0 0 0.375 7.5 XXXXXXXX XX 00000 PUD 240800 20060401 80 No MI 1.00E+17 2.25 20110301 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 130400 842.17 360 360 7.375 0 0 0.375 7.75 Xxxxxxx XX 00000 Single Family 130400 20060701 80 No MI 1.00E+17 2.25 20110601 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GI G03 245225.09 1696.30 360 358 7 0 0 0.375 7.375 XXXXXXX XX 00000 PUD 245600 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 XXXX
GI G03 279200 1715.92 360 359 7 0 0 0.375 7.375 Xxxxxxx XX 00000 PUD 279200 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 158208.4 972.32 360 359 7 0 0 0.375 7.375 Xxxxxx XX 00000 PUD 158208.4 20060601 70 No MI 1.00E+17 2.25 20110501 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GI G02 260000 1841.67 360 359 8.125 0 0 0.375 8.5 Xxxxxx Xxxxx XX 00000 Single Family 260000 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GI G01 610899.46 3793.22 360 309 5.375 0 0 0.375 5.75 XXXXXXXXXXX XX 00000 Single Family 650000 20020401 76.30000305 No MI 2.75 20090301 10.75 1.875 2 First Lien N 0 No_PP 360 84 N 20320301 CALA
GI G02 247648.79 1776.71 360 358 7.375 0 0 0.375 7.75 Xxxxxxxxxx XX 0000 2-4 Family 248000 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GI G02 188250 1196.17 360 359 7.25 0 0 0.375 7.625 XXXXXXXXX XX 00000 PUD 188250 20060601 75 No MI 1.00E+17 2.75 20110501 12.625 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GI G01 529550 3420.01 360 358 7.375 0 0 0.375 7.75 Xxxxxxxxxxx XX 00000 PUD 529550 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2.375 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 185600 947.33 360 359 5.75 0 0 0.375 6.125 Xxxxxxxxx XX 00000 Single Family 185600 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GI G03 264600 1653.75 360 358 7.125 0 0 0.375 7.5 GLEN XXXXX XX 00000 Single Family 264600 20060501 70 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GII G02 130320 760.20 360 358 6.625 0 0 0.375 7 Xxxxx Xxxxxxxx XX 00000 Single Family 130320 20060501 80 No MI 1.00E+17 2.25 20110401 13 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 163510 1073.03 360 355 7.5 0 0 0.375 7.875 Xxxxxxx XX 00000 Condominium 163760 20060201 80 No MI 1.00E+17 2.25 20110101 12.875 1.875 1 First Lien N 0 Prepay 360 60 N 20360101 AFL2
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GI G02 254320 1774.94 360 358 8 0 0 0.375 8.375 XXXXXXXX XX 00000 PUD 254320 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G01 650000 4062.50 360 359 7.25 0 0 0.25 7.5 XXX XXXXXXX XX 00000 Single Family 650000 20060601 73.94999695 No MI 1.00E+17 2.25 20110501 12.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
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GI G01 607999.33 3673.33 360 359 7 0 0 0.25 7.25 XXXXXXXX XX 00000 Single Family 608000 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
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GI G02 75196.02 545.98 360 358 7.5 0 0 0.375 7.875 Xxxxxx XX 00000 Condominium 75300 20060501 77.62999725 No MI 1.00E+17 2.25 20110401 12.875 2 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GI G02 138400 879.42 360 358 7.25 0 0 0.375 7.625 Xxxxxxx XX 00000 Single Family 138400 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
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GI G03 540000 3318.75 360 359 7 0 0 0.375 7.375 Xxxxxx XX 00000 Single Family 540000 20060601 74.48000336 No MI 1.00E+17 2.25 20110501 12.375 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GII G03 960000 6467.70 360 360 6.75 0 0 0.375 7.125 Xxxxxxxxxx XX 00000 Single Family 960000 20060701 80 No MI 1.00E+17 2.25 20110601 12.125 1.875 1 First Lien N 0 Prepay 360 60 N 20360601 AFL2
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GI G01 455000 2938.54 360 359 7.5 0 0 0.25 7.75 XXXX XXXXXXX XX 00000 Single Family 455000 20060601 70 No MI 1.00E+17 2.25 20110501 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
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GI G02 180100 1256.95 360 358 8 0 0 0.375 8.375 XXXXXXXX XX 00000 Single Family 180100 20060501 79.51000214 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 196000 1327.08 360 359 7.75 0 0 0.375 8.125 XXXXXXXXX XX 00000 Townhouse 196000 20060601 80 No MI 1.00E+17 2.25 20110501 13.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 309600 1999.50 360 359 7.375 0 0 0.375 7.75 Xxxxxx XX 00000 PUD 309600 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 208800 1392.00 360 359 7.625 0 0 0.375 8 XXXXXXXX XX 00000 Single Family 208800 20060601 80 No MI 1.00E+17 2.25 20110501 13 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
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XXXX G02 348000 2030.00 360 358 6.75 0 0 0.25 7 XXXX XXXX XXXX XX 00000 2-4 Family 348000 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 156000 845.00 360 359 6.25 0 0 0.25 6.5 XXXXXXXX XX 00000 PUD 156000 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 174000 1051.25 360 358 7 0 0 0.25 7.25 XXXXX XX 00000 Condominium 174000 20060501 79.08999634 No MI 1.00E+17 2.25 20110401 12.25 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 229280 1528.53 360 358 7.625 0 0 0.375 8 Xxxxxxxxx XX 00000 PUD 229280 20060501 78.25 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 XXXX
GIII G02 156800 816.67 360 358 6 0 0 0.25 6.25 XXXXXXXXX XX 00000 Single Family 156800 20060501 80 No MI 1.00E+17 2.25 20110401 11.25 1.875 2 Xxxxx Xxxx X 000 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 194000 1192.29 360 358 7.125 0 0 0.25 7.375 XXXX XX 00000 Single Family 194000 20060501 77.59999847 No MI 1.00E+17 2.25 20110401 12.375 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G03 113259.58 794.31 360 356 7.125 0 0 0.375 7.5 Xxxxxxxxxx XX 00000 Townhouse 113600 20060301 80 No MI 1.00E+17 2.25 20110201 12.5 2 1 First Lien N 0 No_PP 360 60 N 20360201 AFL2
GI G03 417000 2562.81 360 357 7 0 0 0.375 7.375 XXXXX XXXXXXXX XX 00000 Single Family 417000 20060401 78.31999969 No MI 1.00E+17 2.25 20110301 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G02 143200 850.25 360 358 6.875 0 0 0.25 7.125 XXXXXXXXX XX 00000 PUD 143200 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G03 188000 1116.25 360 358 6.75 0 0 0.375 7.125 Xxx Xxxxx XX 00000 Single Family 188000 20060501 80 No MI 1.01E+16 2.25 20110401 12.125 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G01 492000 3177.50 360 357 7.375 0 0 0.375 7.75 XXXXXXXXX XX 00000 Single Family 492000 20060401 80 No MI 1.00E+17 2.25 20110301 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GIII G02 88746.49 576.60 360 358 6.5 0 0 0.25 6.75 XXXXXXX XX 00000 2-4 Family 88900 20060501 71.12000275 No MI 1.00E+17 2.25 20110401 11.75 1.875 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GIII G02 68400 406.13 360 359 6.875 0 0 0.25 7.125 XXX XXXXXXX XX 00000 Single Family 68400 20060601 90 GE Capital MI 1.00E+17 2.25 20110501 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 342000 2208.75 360 359 6.76 0.74 0 0.25 7.75 XXXXXX XXXXXXX XX 00000 Single Family 342000 20060601 95 GE Capital MI 1.00E+17 3.25 20110501 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 279200 1715.92 360 357 7 0 0 0.375 7.375 XXXXXXXXXX XX 00000 Condominium 279200 20060401 80 No MI 1.00E+17 2.25 20110301 13.375 2.26 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G02 228802.84 1485.29 360 359 6.5 0 0 0.25 6.75 XXXXXX XX 00000 Single Family 229000 20060601 86.41999817 Republic MIC 1.00E+17 2.25 20110501 11.75 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G02 227500 1492.97 360 360 7.5 0 0 0.375 7.875 Xxx Xxxxxx XX 00000 PUD 227500 20060701 70 No MI 1.00E+17 2.25 20110601 12.875 2 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GI G02 129500 822.86 360 359 7.25 0 0 0.375 7.625 XXXXXXXX XX 00000 Single Family 129500 20060601 70 No MI 2.25 20110501 12.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G02 128000 680.00 360 359 6.125 0 0 0.25 6.375 XXXXXXXXXX XX 00000 Single Family 128000 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 174400 908.33 360 359 6 0 0 0.25 6.25 XXXXXXX XX 00000 Single Family 174400 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G02 123200 705.83 360 358 6.625 0 0 0.25 6.875 XXXXXX XX 00000 Single Family 123200 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 157592 837.21 360 359 6.125 0 0 0.25 6.375 XXXXXXX XX 00000 Condominium 157592 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G01 362900 1701.09 360 359 5.375 0 0 0.25 5.625 XXXXXX XX 00000 Single Family 362900 20060601 95 Radian Guaranty 1.00E+17 2.25 20110501 10.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 513750 3050.39 360 358 6.875 0 0 0.25 7.125 XXXXXXXX XX 00000 2-4 Family 513750 20060501 75 No MI 1.00E+17 2.25 20110401 12.125 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G03 226400 1391.42 360 358 7 0 0 0.375 7.375 XXXXXXXX XX 00000 Single Family 226400 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G03 139992 714.54 360 358 5.875 0 0 0.25 6.125 XXXXXXX XX 00000 Condominium 139992 20060501 80 No MI 1.00E+17 2.25 20110401 11.125 1.875 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G02 227685.15 1653.16 360 358 7.5 0 0 0.375 7.875 Lawrence MA 1841 2-4 Family 228000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GIII G02 350000 2114.58 360 359 7 0 0 0.25 7.25 XX XXXXXXXXX XX 00000 Single Family 350000 20060601 54.68999863 No MI 1.00E+17 2.25 20110501 12.25 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GI G02 185600 1218.00 360 358 7.5 0 0 0.375 7.875 Xxxxxxxx XX 00000 Single Family 185600 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G03 155992 796.21 360 359 5.875 0 0 0.25 6.125 XXXXXXX XX 00000 Condominium 155992 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 1.875 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GII G03 363750 2159.77 360 359 6.75 0 0 0.375 7.125 XXXXXXXXX XX 00000 Single Family 363750 20060601 75 No MI 1.00E+17 2.25 20110501 12.125 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 55329.11 416.20 360 358 7.875 0 0 0.375 8.25 Xxx Xxxxxxx XX 00000 PUD 55400 20060501 80 No MI 1.00E+17 2.25 20110401 13.25 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GIII G02 249700 1326.53 360 359 6.125 0 0 0.25 6.375 XXXXXXXXX XX 00000 PUD 249700 20060601 84.63999939 United Guaranty 1.00E+17 2.25 20110501 11.375 1.875 2 Xxxxx Xxxx X 000 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 132000 673.75 360 358 5.875 0 0 0.25 6.125 XXXXXXXXXX XX 00000 Single Family 132000 20060501 80 No MI 1.00E+17 2.25 20110401 11.125 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 405000 2320.31 360 358 6.625 0 0 0.25 6.875 XXXXXXXXXXXXXX XX 00000 2-4 Family 405000 20060501 67.66999817 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G01 291000 1576.25 360 359 5.98 0.27 0 0.25 6.5 XXX XXXXX XX 00000 PUD 291000 20060601 84.34999847 PMI 1.00E+17 2.75 20110501 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 260800 1358.33 360 359 6 0 0 0.25 6.25 XXXXXXXXXX XX 00000 Single Family 260800 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2.23 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G02 224184 1424.50 360 358 7.25 0 0 0.375 7.625 Xxxxxx XX 00000 PUD 224184 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 400000 2125.00 360 359 6.125 0 0 0.25 6.375 XXXXXXXX XX 00000 PUD 400000 20060601 79.68000031 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 124735 727.62 360 357 6.625 0 0 0.375 7 Xxxxxxxxx Xxxxx XX 00000 Condominium 124735 20060401 65 No MI 1.00E+17 2.25 20110301 12 1.875 1 First Lien Y 60 Prepay 360 60 N 20360301 AFL2
GI G03 250345.76 1564.66 360 358 7.125 0 0 0.375 7.5 Xxxxxxx XX 00000 Single Family 252000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 113500 650.26 360 359 6.625 0 0 0.25 6.875 S. XXXXXX XX 00000 Single Family 113500 20060601 79.37000275 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 243000 1164.38 360 359 5.5 0 0 0.25 5.75 XXX XXXX XX 00000 Single Family 243000 20060601 37.38000107 No MI 1.00E+17 2.25 20110501 10.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 144000 675.00 360 358 5.375 0 0 0.25 5.625 XXXXXXX XX 0000 Condominium 144000 20060501 80 No MI 1.00E+17 2.25 20110401 10.625 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GII G02 255000 1460.94 360 358 6.5 0 0 0.375 6.875 Xxxxxxxxxx XX 00000 PUD 255000 20060501 51 No MI 1.00E+17 2.25 20110401 11.875 2 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GIII G02 72000 397.50 360 359 6.375 0 0 0.25 6.625 XXXXXXXX XXXXXXX XX 00000 Single Family 72000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 112000 641.67 360 359 6.625 0 0 0.25 6.875 XXXXXXXXXXX XX 00000 PUD 112000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 385600 2570.67 360 359 7.625 0 0 0.375 8 Xxxxxxx XX 00000 Townhouse 385600 20060601 80 No MI 1.00E+17 2.25 20110501 13 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G02 240000 1525.00 360 358 6.685 0.69 0 0.25 7.625 XXXXXXXXX XX 00000 PUD 240000 20060501 89.76999664 Republic MIC 1.00E+17 3.125 20110401 12.625 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 116000 737.08 360 358 7.25 0 0 0.375 7.625 XXXXXXXX XX 00000 Condominium 116000 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2.185 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 153650 1008.33 360 358 7.5 0 0 0.375 7.875 Xxxx XX 00000 Single Family 153650 20060501 70 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 107824.79 691.02 360 359 6.375 0 0 0.25 6.625 XXXXXXX XX 00000 Condominium 107920 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G02 119787.55 649.03 360 359 6.25 0 0 0.25 6.5 XXXX XXX XX 00000 Single Family 119820 20060601 79.93000031 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G02 227196 1206.98 360 358 6.125 0 0 0.25 6.375 XXXXXXXX XX 00000 PUD 227196 20060501 80 No MI 1.00E+17 2.25 20110401 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G02 132328 758.13 360 358 6.5 0 0 0.375 6.875 XXXXXXX XX 00000 PUD 132328 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 383896 1959.47 360 358 5.75 0 0 0.375 0.000 XXXXX XXX XXXXX XX 00000 PUD 383896 20060501 80 No MI 1.00E+17 2.25 20110401 11.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 319920 1999.50 360 359 7.125 0 0 0.375 7.5 Xxxxxx Xxxxxxxxx XX 00000 Single Family 319920 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 131550 863.30 360 358 7.5 0 0 0.375 7.875 Xxxxx Xxxx XX 00000 PUD 131550 20060501 74.98999786 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G03 388850 2430.31 360 358 7.125 0 0 0.375 7.5 XXX XXXX XX 00000 Condominium 388850 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 251489.34 1849.09 360 357 7.625 0 0 0.375 8 Xxxxx XX 00000 Condominium 252000 20060401 80 No MI 1.00E+17 2.25 20110301 13 1.875 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GIII G02 188910 1082.30 360 358 6.625 0 0 0.25 6.875 XXXXX XXXX XX 00000 Single Family 188910 20060501 90 Republic MIC 1.00E+17 2.25 20110401 11.875 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 268000 1535.42 360 359 6.625 0 0 0.25 6.875 XXXXXXXXX XX 00000 PUD 268000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G02 287750 1888.36 360 358 7.5 0 0 0.375 7.875 XXXXXXXX XX 00000 PUD 287750 20060501 79.93000031 No MI 1.00E+17 2.25 20110401 12.875 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 150000 828.13 360 358 6.25 0 0 0.375 6.625 Xxxxxx XX 00000 PUD 150000 20060501 29.12999916 No MI 1.00E+17 2.25 20110401 12.625 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 157499.19 1017.18 360 358 7.375 0 0 0.375 7.75 Xxxxxxxx XX 00000 Single Family 157500 20060501 70 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GIII G02 285600 1606.50 360 359 6.5 0 0 0.25 6.75 XXXXXXXXX XX 00000 Single Family 285600 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 162400 930.42 360 359 6.625 0 0 0.25 6.875 XXXXXXXXXXX XX 00000 Single Family 162400 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 184000 1188.33 360 358 7.375 0 0 0.375 7.75 Xxxxxx XX 00000 Single Family 184000 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2 1 First Lien Y 120 No_PP 360 60 N 20360401 XXXX
GI G02 100400 700.71 360 358 8 0 0 0.375 8.375 Xxxxxxxxx XX 00000 PUD 100400 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G02 128000 786.67 360 358 7.125 0 0 0.25 7.375 XXX XXXXX XX 00000 Condominium 128000 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G02 288730 1624.11 360 359 6.375 0 0 0.375 6.75 XXXXX XX 00000 PUD 288730 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 286000 1638.54 360 359 6.5 0 0 0.375 6.875 Xxxxxx XX 00000 Single Family 286000 20060601 78.36000061 No MI 1.00E+17 2.75 20110501 12.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G01 143990 674.95 360 358 5.25 0 0 0.375 5.625 Xxxxxx XX 00000 Single Family 143990 20060501 52.16999817 No MI 1.00E+17 2.25 20090401 11.625 1.875 2 First Lien Y 120 No_PP 360 36 N 20360401 AFL2
GIII G02 287682 1710.00 360 359 6.875 0 0 0.25 7.125 XXXXXXXXX XX 0000 Single Family 288000 20060601 80 No MI 1.00E+17 2.25 20110501 12.125 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 86250 557.03 360 360 7.375 0 0 0.375 7.75 XXXXXX XX 00000 Condominium 86250 20060701 75 No MI 1.00E+17 2.25 20110601 12.75 2 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GII G02 311637.68 1655.58 360 358 6 0 0 0.375 6.375 Xxxxxxx XX 00000 Single Family 312000 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G01 247455.81 1486.84 360 358 5.625 0 0 0.375 6 Xxxxxx XX 00000 Single Family 247992 20060501 80 No MI 1.00E+17 2.25 20090401 12 1.875 2 First Lien N 0 No_PP 360 36 N 20360401 AFL2
GIII G02 88200 496.13 360 358 6.5 0 0 0.25 6.75 XXXXXXX XX 00000 Single Family 88200 20060501 70 No MI 1.00E+17 2.25 20110401 11.75 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G03 236900 1431.27 360 358 6.875 0 0 0.375 7.25 XXXXXXX XX 00000 Single Family 236900 20060501 75 No MI 1.00E+17 2.25 20110401 12.25 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 139400 755.08 360 358 6.25 0 0 0.25 6.5 XXXXXXXX XXXX XX 00000 Condominium 139400 20060501 58.08000183 No MI 1.00E+17 2.25 20110401 11.5 1.875 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G01 147200 920.00 360 358 7.25 0 0 0.25 7.5 XXXX XXXXXX XX 00000 PUD 147200 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G02 232092 1619.81 360 360 8 0 0 0.375 8.375 Xxxxxx XX 00000 PUD 232092 20060701 70 No MI 1.00E+17 2.25 20110601 13.375 2 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 351920 2346.13 360 357 7.625 0 0 0.375 8 Xxxxxxxx XX 00000 PUD 351920 20060401 80 No MI 1.00E+17 2.75 20110301 13 1.875 2 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G03 130504 815.65 360 358 7.125 0 0 0.375 7.5 XXXXXX XX 00000 PUD 130504 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2.375 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 178752 986.86 360 358 6.25 0 0 0.375 0.000 XXXXX XXX XXXXX XX 00000 Condominium 178752 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G01 478951.11 3397.42 360 357 7.25 0 0 0.375 0.000 Xxxx Xxxxx Xxxxxxx XX 00000 Condominium 480000 20060401 80 No MI 1.00E+17 2.75 20110301 13.625 1.875 2 First Lien N 0 Prepay 360 60 N 20360301 AFL2
GI G02 332000 2317.08 360 358 8 0 0 0.375 8.375 Xxxxx Xxx XX 00000 Condominium 332000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2.375 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G02 340148 2444.81 360 360 8.25 0 0 0.375 8.625 XXXXXXXX XX 00000 PUD 340148 20060701 80 No MI 1.00E+17 2.25 20110601 13.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GII G03 1400000 8458.33 360 357 6.875 0 0 0.375 7.25 Xxxxx Xxxxxx XX 00000 Single Family 1400000 20060401 70 No MI 1.00E+17 2.25 20110301 13.25 1.875 2 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GII G03 715000 4319.79 360 360 6.875 0 0 0.375 7.25 Xxxxxxxxxx Xxxxx XX 00000 2-4 Family 715000 20060701 65 No MI 1.00E+17 2.25 20110601 12.25 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G03 462015.58 2887.60 360 358 7.125 0 0 0.375 7.5 Xxxxxxxxxx XX 00000 Single Family 462160 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 140549.83 1009.07 360 357 7.375 0 0 0.375 7.75 Xxxxxxx XX 00000 Condominium 140850 20060401 92.66000366 PMI 1.00E+17 2.25 20110301 12.75 1.875 1 First Lien N 0 Prepay 360 60 N 20360301 AFL2
GIII G02 244800 1351.50 360 359 6.375 0 0 0.25 6.625 XXXXXXXX XX 00000 PUD 244800 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 1.875 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 151200 1071.00 360 360 8.125 0 0 0.375 8.5 XXXXXXXX XX 00000 Single Family 151200 20060701 80 No MI 1.00E+17 2.25 20110601 13.5 2 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GII G02 244800 1377.00 360 357 6.375 0 0 0.375 6.75 Xxxx Xxxxx Xxxxx XX 00000 PUD 244800 20060401 80 No MI 1.00E+17 2.75 20110301 12.75 1.875 2 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GIII G01 286200 1371.38 360 358 5.11 0.39 0 0.25 5.75 XXXXXXX XX 00000 Condominium 286200 20060501 90 Republic MIC 1.00E+17 2.75 20110401 10.75 2.375 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G01 558630.53 4060.39 360 357 7.5 0 0 0.375 7.875 Xxx Xxxxxx XX 00000 Single Family 560000 20060401 80 No MI 1.00E+17 2.75 20110301 13.875 2.11 2 First Lien N 0 Prepay 360 60 N 20360301 AFL2
GIII G01 320000 1600.00 360 359 5.75 0 0 0.25 6 XXXXX XX 00000 Condominium 320000 20060601 80 No MI 1.00E+17 2.25 20110501 11 2.375 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 203417 1207.79 360 358 6.485 0.39 0 0.25 7.125 XXXXXXXXXXXX XX 00000 PUD 203417 20060501 90 Republic MIC 1.00E+17 2.75 20110401 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G01 513600 3370.50 360 360 7.5 0 0 0.375 7.875 Xxx Xxxxx XX 00000 Single Family 513600 20060701 80 No MI 2.25 20110601 12.875 2.11 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GII G02 147750.62 972.25 360 358 6.5 0 0 0.375 6.875 Knob Xxxxxx XX 00000 2-4 Family 148000 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GIII G02 304500 1776.25 360 359 6.75 0 0 0.25 7 XXXXXXXX XX 00000 PUD 304500 20060601 64.11000061 No MI 1.00E+17 2.25 20110501 12 1.875 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GIII G01 370000 1850.00 360 359 5.75 0 0 0.25 6 XXXXXX XX 00000 Single Family 370000 20060601 62.02999878 No MI 1.00E+17 2.25 20110501 11 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G01 280500 1344.06 360 359 5.5 0 0 0.25 5.75 XXXX XXXXXX XXXX XX 00000 Condominium 280500 20060601 70.12999725 No MI 1.00E+17 2.25 20110501 10.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
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GI G02 60800 399.00 360 357 7.5 0 0 0.375 7.875 XXXXXXXXX XX 00000 2-4 Family 60800 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
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GI G01 1430000 9086.46 360 358 7.25 0 0 0.375 7.625 Xxxxxx XX 00000 PUD 1430000 20060501 65 No MI 1.00E+17 2.25 20110401 13.625 2.335 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
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GI G02 82438.85 605.72 360 358 7.625 0 0 0.375 8 XXXXXXX XX 00000 PUD 82550 20060501 65 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
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GI G02 82438.85 605.72 360 358 7.625 0 0 0.375 8 XXXXXXX XX 00000 PUD 82550 20060501 65 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
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GI G02 82438.85 605.72 360 358 7.625 0 0 0.375 8 XXXXXXX XX 00000 PUD 82550 20060501 65 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
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GI G02 210637 1470.07 360 359 8 0 0 0.375 8.375 Orting XX 00000 PUD 210637 20060601 75 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
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GI G01 97500 629.69 360 360 7.375 0 0 0.375 7.75 XXXXXX XX 00000 Single Family 97500 20060701 75 No MI 1.00E+17 2.25 20110601 12.75 2 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
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GIII G02 358000 1939.17 360 359 6.25 0 0 0.25 6.5 UNIVERSITY XXXXX XX 00000 Single Family 358000 20060601 79.91000366 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 40626.32 309.38 360 357 8 0 0 0.375 8.375 XXXXXXX XX 00000 Single Family 40704 20060401 80 No MI 1.00E+17 2.25 20110301 13.375 2 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
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GI G02 169359.81 1215.04 360 358 7.375 0 0 0.375 7.75 Xxxxxxxxxx Xxxxxxx XX 00000 Condominium 169600 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GI G02 111440 754.54 360 359 7.75 0 0 0.375 8.125 Xxxxxxxxx XX 00000 Single Family 111440 20060601 70 No MI 1.00E+17 2.25 20110501 13.125 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 97500 680.47 360 358 8 0 0 0.375 8.375 XXXXX XXXXXXX XX 00000 Single Family 97500 20060501 75 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G01 249600 1586.00 360 359 7.25 0 0 0.375 7.625 Xxxxx XX 00000 Condominium 249600 20060601 65 No MI 1.00E+17 2.25 20110501 12.625 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GI G02 240000 1650.00 360 358 7.875 0 0 0.375 8.25 Xxxxxx XX 00000 Single Family 240000 20060501 80 No MI 1.00E+17 2.25 20110401 13.25 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
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GI G02 208000 1408.33 360 360 7.75 0 0 0.375 8.125 XXXXXXX XX 00000 Single Family 208000 20060701 80 No MI 1.00E+17 2.25 20110601 13.125 2 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
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GI G03 650000 3994.79 360 358 7 0 0 0.375 7.375 XXXXXXXXXX XX 00000 PUD 650000 20060501 76.48000336 No MI 1.00E+17 2.25 20110401 12.375 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GIII G02 288732.33 1802.98 360 359 6.125 0 0 0.25 6.375 XXXXXX XX 00000 Single Family 289000 20060601 48.16999817 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
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GIII G03 575491.81 3688.19 360 359 6.375 0 0 0.25 6.625 XXXXXXXX XX 00000 Single Family 576000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G02 340000 2160.42 360 358 7.25 0 0 0.375 7.625 Xxxxxxx XX 00000 Townhouse 340000 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
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GI G02 212000 1479.58 360 358 8 0 0 0.375 8.375 Xxxxx Xxxxx XX 00000 PUD 212000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 310126.14 1987.53 360 359 6.375 0 0 0.25 6.625 XXXXXXX XX 00000 Single Family 310400 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G03 1897083.33 11066.32 360 358 6.75 0 0 0.25 7 XXXXXXXX XX 00000 PUD 2400000 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 392000 2572.50 360 358 7.5 0 0 0.375 7.875 Xxxxxxx XX 00000 Single Family 392000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G03 499920 2655.83 360 359 6.125 0 0 0.25 6.375 XXXXXXX XX 00000 Single Family 499920 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 424000 2429.17 360 358 6.625 0 0 0.25 6.875 XXX XXXX XX 00000 2-4 Family 424000 20060501 78.51999664 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G03 357800 2198.98 360 358 7 0 0 0.375 7.375 Xxxxx Xxxxx XX 00000 Condominium 357800 20060501 79.98000336 No MI 2.25 20110401 12.375 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G03 2099000 11806.88 360 358 6.5 0 0 0.25 6.75 XXXXXXX XXXX XX 00000 Single Family 2100000 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 1.875 2 Xxxxx Xxxx X 000 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 221600 1177.25 360 359 6.125 0 0 0.25 6.375 XXXXXXX XX 00000 Condominium 221600 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 528000 3685.00 360 358 8 0 0 0.375 8.375 Xxxxxx Xxxxx XX 00000 Single Family 528000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G02 269874.5 1659.38 360 359 7.125 0 0 0.25 7.375 XXX XXXXX XX 00000 PUD 270000 20060601 75 No MI 1.00E+17 2.25 20110501 12.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 115600 662.29 360 358 6.625 0 0 0.25 6.875 XXXXXXX XXXXX XX 00000 Single Family 115600 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 163920 887.90 360 359 6.25 0 0 0.25 6.5 XXXXXXXXXXX XX 00000 Single Family 163920 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
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GII G03 400000 2416.67 360 358 6.875 0 0 0.375 7.25 Xxxxx Xxx XX 00000 Single Family 400000 20060501 65.41000366 No MI 1.00E+17 2.25 20110401 12.25 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
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GI G01 600000 3937.50 360 358 7.5 0 0 0.375 7.875 XXXXXXXX XX 00000 PUD 600000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G03 132848 1009.74 360 360 8 0 0 0.375 8.375 XXXXXXXXX XX 00000 Single Family 132848 20060701 80 No MI 1.00E+17 2.25 20110601 13.375 2 1 First Lien N 0 Prepay 360 60 N 20360601 AFL2
GI G02 213520 1401.23 360 359 7.5 0 0 0.375 7.875 Xxxxx XX 00000 Single Family 213520 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 139406.4 1023.60 360 359 7.625 0 0 0.375 8 Xxxxxxx XX 00000 Single Family 139500 20060601 75 No MI 1.00E+17 2.25 20110501 13 1.875 1 First Lien N 0 Prepay 360 60 N 20360501 AFL2
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GI G03 96000 590.00 360 358 7 0 0 0.375 7.375 Xxxxxxx XX 00000 Single Family 96000 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
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GI G01 525000 3554.69 360 358 7.75 0 0 0.375 8.125 Xxx Xxxx XX 00000 Single Family 525000 20060501 75 No MI 1.00E+17 2.25 20110401 14.125 2 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
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GI G03 108000 663.75 360 358 7 0 0 0.375 7.375 Xxxxxxx XX 00000 Single Family 108000 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
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GI G02 205200 1389.38 360 358 7.75 0 0 0.375 8.125 Xxxxxxx XX 00000 Single Family 205200 20060501 80 No MI 1.00E+17 2.25 20110401 13.125 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 115918.13 831.04 360 359 7.375 0 0 0.375 7.75 XXXX XX 00000 PUD 116000 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien N 0 Prepay 360 60 N 20360501 AFL2
GII G02 266000 1440.83 360 358 6.125 0 0 0.375 6.5 Xxxx Xxxxx XX 00000 PUD 266000 20060501 79.63999939 No MI 1.00E+17 2.75 20110401 12.5 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 295899.79 2003.49 360 356 7.75 0 0 0.375 8.125 Xxxxx Xxxxx XX 00000 Single Family 296000 20060301 80 No MI 1.00E+17 2.25 20110201 13.125 2.375 1 First Lien Y 60 No_PP 360 60 N 20360201 AFL2
GI G02 212000 1457.50 360 359 7.875 0 0 0.375 8.25 Xxxx Xxxxx XX 00000 Single Family 212000 20060601 80 No MI 1.00E+17 2.25 20110501 13.25 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
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GI G03 294678 1811.04 360 358 7 0 0 0.375 7.375 Xxxxxxxxxx XX 00000 PUD 294678 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G03 349600 2185.00 360 359 7.125 0 0 0.375 7.5 XXXXXX XX 00000 Single Family 349600 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
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GI G02 256000 1680.00 360 359 7.5 0 0 0.375 7.875 XXXXXXXX XX 00000 Townhouse 256000 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
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GI G03 75000 468.75 360 359 7.125 0 0 0.375 7.5 XXXXXXXXX XX 00000 Condominium 75000 20060601 37.88000107 No MI 1.00E+17 2.25 20110501 13.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
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GII G02 116000 652.50 360 358 6.375 0 0 0.375 6.75 Xxxxxxxxxx XX 00000 Condominium 116000 20060501 64.76999664 No MI 1.00E+17 2.25 20110401 11.75 2.375 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G01 160720 1004.50 360 358 7.25 0 0 0.25 7.5 XXXXX XXXXXXX XX 00000 Condominium 160720 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G03 68000 481.67 360 360 8.125 0 0 0.375 8.5 XXXXXXXXX XX 00000 2-4 Family 68000 20060701 80 No MI 1.00E+17 2.25 20110601 13.5 2 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GI G02 64800 452.25 360 357 8 0 0 0.375 8.375 Xxxxxxxxxxxxxx XX 00000 Condominium 64800 20060401 80 No MI 1.00E+17 2.25 20110301 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GII G03 162750 966.33 360 358 6.75 0 0 0.375 7.125 XXXX XXXX XXXX XX 00000 Single Family 162750 20060501 70 No MI 1.00E+17 2.25 20110401 12.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GII G02 307741.24 2023.34 360 359 6.5 0 0 0.375 6.875 Xxxxxxxxx XX 00000 Single Family 308000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
GIII G01 384000 1960.00 360 359 5.875 0 0 0.25 6.125 XXXXXXX XX 00000 PUD 384000 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
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XXXX G01 112400 585.42 360 359 6 0 0 0.25 6.25 XXXXXXXXXXXXX XX 00000 PUD 112400 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 175190 1240.93 360 360 8.125 0 0 0.375 8.5 XXXX XX 00000 PUD 175190 20060701 80 No MI 1.00E+17 2.25 20110601 13.5 2 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 140000 918.75 360 358 7.5 0 0 0.375 7.875 Xxxxxxxx XX 00000 Single Family 140000 20060501 73.68000031 No MI 2.25 20110401 12.875 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G02 300000 1656.25 360 358 6.375 0 0 0.25 6.625 # 311 XXX XXXXXXX XX 00000 Condominium 300000 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 1.875 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
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GI G02 158328 1055.52 360 359 7.625 0 0 0.375 8 XXXXXXXXXXX XX 00000 Single Family 158328 20060601 80 No MI 1.00E+17 2.25 20110501 13 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
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GI G02 204395 1320.05 360 358 7.375 0 0 0.375 7.75 Xxxx Xxxxx XX 00000 Single Family 204395 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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XXXX G02 184500 1153.13 360 359 7.25 0 0 0.25 7.5 XXXXX XXXX XX 00000 Single Family 184500 20060601 72.06999969 No MI 1.00E+17 2.25 20110501 12.5 2.225 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G02 313794.66 2224.25 360 358 7.25 0 0 0.375 7.625 XXXXXXXXX XX 00000 PUD 314251 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GI G02 140000 918.75 360 359 7.5 0 0 0.375 7.875 XXXXXX XX 00000 Single Family 140000 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
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GI G02 134400 868.00 360 359 7.375 0 0 0.375 7.75 Xxxxxxxx XX 00000 Single Family 134400 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 2 1 First Lien Y 60 No_PP 360 60 N 20360501 AFL2
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GI G03 572350 3577.19 360 358 7.125 0 0 0.375 7.5 XXXXXXXXXXX XX 00000 Single Family 572350 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GIII G03 289932.03 1359.38 360 359 5.375 0 0 0.25 5.625 XXXXXX XX 00000 Single Family 290000 20060601 66.66999817 No MI 1.00E+17 2.25 20110501 10.625 2.375 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
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XXXX G03 5523000 30491.56 360 357 6.375 0 0 0.25 6.625 XXXXXX XXXX XX 00000 PUD 5523000 20060401 70 No MI 1.00E+17 2.25 20110301 11.625 2 2 First Lien Y 60 Prepay 360 60 N 20360301 ADN1
GIII G03 440000 2383.33 360 359 6.25 0 0 0.25 6.5 XXXXXXXXX XX 00000 Single Family 440000 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 4600000 27791.67 360 358 7 0 0 0.25 7.25 XXX XXXXXXX XX 00000 Single Family 4600000 20060501 54.11999893 No MI 1.00E+17 2.25 20110401 12.25 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 484664.04 3391.36 360 359 7.25 0 0 0.25 7.5 XXXXXXXX XX 00000 PUD 485024 20060601 90 Republic MIC 1.00E+17 2.25 20110501 12.5 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G03 606000 3598.13 360 359 6.875 0 0 0.25 7.125 XXX XXXX XX 00000 PUD 606000 20060601 71.72000122 No MI 1.00E+17 2.25 20110501 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
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GIII G03 4096000 23466.67 360 358 6.625 0 0 0.25 6.875 KEY XXXXXXXX XX 00000 Single Family 4096000 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G02 120396 840.26 360 358 8 0 0 0.375 8.375 Xxxxxxxxx XX 00000 Condominium 120396 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G02 176800 1160.25 360 360 7.5 0 0 0.375 7.875 XXXXXXXXXX XX 00000 PUD 176800 20060701 80 No MI 1.00E+17 2.25 20110601 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GIII G03 439200 2150.25 360 359 5.625 0 0 0.25 5.875 XXX XXXXX XX 00000 PUD 439200 20060601 80 No MI 1.00E+17 2.25 20110501 10.875 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G03 585379.23 3418.33 360 359 6.75 0 0 0.25 7 XXXXXXXXXX XX 00000 PUD 586000 20060601 77.62000275 No MI 1.00E+17 2.25 20110501 12 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 440300 2660.15 360 359 7 0 0 0.25 7.25 XXXXXX XXXX XX 00000 PUD 440300 20060601 70 No MI 1.00E+17 2.25 20110501 12.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 2100000 13562.50 360 358 7.5 0 0 0.25 7.75 XXX XXXXXXX XX 00000 Single Family 2100000 20060501 60 No MI 1.00E+17 2.25 20110401 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 576051.46 3241.13 360 359 6.5 0 0 0.25 6.75 XXXXXXXXXXX XX 00000 PUD 576200 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 5930000 33973.96 360 358 6.625 0 0 0.25 6.875 XXXXXX XXXXX XX 00000 PUD 5930000 20060501 55.41999817 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 523992 2674.54 360 359 5.875 0 0 0.25 6.125 XXXXXXXXXX XX 00000 Single Family 523992 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 2187500 12304.69 360 358 6.5 0 0 0.25 6.75 XXXXXX XX 00000 PUD 2187500 20060501 70 No MI 1.00E+17 2.25 20110401 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 753084.99 4826.34 360 359 6.375 0 0 0.25 6.625 COVINA XXXX XX 00000 Single Family 753750 20060601 75 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G01 522000 3316.88 360 359 7.375 0 0 0.25 7.625 XXXXXXXXXX XX 0000 Single Family 522000 20060601 90 United Guaranty 1.00E+17 2.25 20110501 12.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 480000 2700.00 360 359 6.5 0 0 0.25 6.75 XXXXXXX XX 00000 Condominium 480000 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 527200 3295.00 360 358 7.125 0 0 0.375 7.5 Xxxxxxxxxx XX 00000 Single Family 527200 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G03 480000 2550.00 360 359 6.125 0 0 0.25 6.375 BERMUDA XXXXX XX 00000 Single Family 480000 20060601 84.95999908 Mortgage Guaranty In 1.00E+17 2.25 20110501 11.375 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 230400 1344.00 360 358 6.625 0 0 0.375 7 Xxxxxxx XX 00000 Condominium 230400 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 144000 825.00 360 359 6.625 0 0 0.25 6.875 XXXXXXXXX XX 00000 Single Family 144000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 504000 2572.50 360 359 5.875 0 0 0.25 6.125 XXXXXX XX 00000 PUD 504000 20060601 77.54000092 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G02 91200 475.00 360 359 6 0 0 0.25 6.25 XXXXX XX 00000 Condominium 91200 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G01 2100000 13125.00 360 358 7.25 0 0 0.25 7.5 XXXXXX XX 00000 Single Family 2100000 20060501 70 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 73430 489.53 360 358 7.625 0 0 0.375 8 Xxxxxxx XX 00000 Single Family 73430 20060501 70 No MI 1.00E+17 2.25 20110401 13 2 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GI G02 222300 1592.58 360 360 7.375 0 0 0.375 7.75 Xxxxxxxxxx XX 00000 Single Family 222300 20060701 65 No MI 1.00E+17 2.25 20110601 12.75 1.875 1 First Lien N 0 No_PP 360 60 N 20360601 AFL2
GIII G03 450850 2254.25 360 359 5.75 0 0 0.25 0 XXXXX XXX XXXXX XX 00000 PUD 450850 20060601 79.98999786 No MI 1.00E+17 2.25 20110501 11 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 2460000 13581.25 360 358 6.375 0 0 0.25 6.625 XXX XXXXXXX XX 00000 Single Family 2460000 20060501 60 No MI 1.00E+17 2.25 20110401 11.625 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GIII G02 207600 1146.13 360 359 6.375 0 0 0.25 6.625 XXXXXX XX 00000 Condominium 207600 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 214000 1226.04 360 359 6.5 0 0 0.375 6.875 Xxxxxxxx XX 00000 Condominium 214000 20060601 79.91000366 No MI 1.00E+17 2.25 20110501 12.875 2 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G03 619200 3354.00 360 359 6.25 0 0 0.25 6.5 XXXXXX XX 00000 PUD 619200 20060601 90 PMI 1.00E+17 2.25 20110501 11.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 759950 5224.66 360 359 8 0 0 0.25 8.25 XXX XXXXX XX 00000 PUD 759950 20060601 80 No MI 1.00E+17 2.25 20110501 13.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 400000 2583.33 360 358 7.5 0 0 0.25 7.75 XXXXXXXXXX XX 00000 2-4 Family 400000 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 506400 2901.25 360 359 6.625 0 0 0.25 6.875 XXXXXXXXXX XX 00000 Single Family 506400 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G03 452000 2354.17 360 359 6 0 0 0.25 6.25 EAST XXXX XXXX XX 00000 Single Family 452000 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 760000 4670.83 360 359 7.125 0 0 0.25 7.375 XXXXXXXX XXXXXX XX 00000 Single Family 760000 20060601 54.29000092 No MI 1.00E+17 2.25 20110501 12.375 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GII G03 243618.15 1664.52 360 358 6.875 0 0 0.375 7.25 XXXXXXXX XX 00000 Condominium 244000 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 2 1 First Lien N 0 Prepay 360 60 N 20360401 XXXX
GIII G03 2994561.23 18962.04 360 358 6.25 0 0 0.25 6.5 XXXXXXXXX XXXXX XX 00000 Single Family 3000000 20060501 57.68999863 No MI 1.00E+17 2.25 20110401 11.5 1.875 2 First Lien N 0 No_PP 360 60 N 20360401 ADN1
GIII G03 472000 2605.83 360 359 6.375 0 0 0.25 6.625 XXX XXXXX XX 00000 Single Family 472000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 2275000 13270.83 360 358 6.75 0 0 0.25 7 XXXXXXXXXXXX XX 00000 Single Family 2275000 20060501 70 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GIII G02 216000 1215.00 360 359 6.01 0.49 0 0.25 6.75 XXXXXXX XX 00000 Single Family 216000 20060601 89.62999725 Republic MIC 1.00E+17 2.875 20110501 11.75 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G01 650000 4062.50 360 358 7.25 0 0 0.25 7.5 XXXXX XXXXX XX 00000 Condominium 650000 20060501 73.84999847 No MI 1.00E+17 2.25 20110401 12.5 2.135 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 640000 3666.67 360 359 6.625 0 0 0.25 6.875 XXXXXX XXXXX XX 00000 Single Family 640000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 359000 1907.19 360 359 6.125 0 0 0.25 6.375 XXXX XX 00000 Single Family 359000 20060601 79.77999878 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 184000 1284.17 360 358 8 0 0 0.375 8.375 Xxxxx XX 00000 Condominium 184000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GI G03 248800 1555.00 360 358 7.125 0 0 0.375 7.5 XXXXXXXX XX 00000 Single Family 248800 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G03 608000 3293.33 360 359 6.25 0 0 0.25 6.5 XXXXXX XX 00000 PUD 608000 20060601 80 No MI 1.00E+17 2.75 20110501 11.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 1000000 5416.67 360 359 6.25 0 0 0.25 6.5 XXXX XX 00000 Single Family 1000000 20060601 60.61000061 No MI 1.00E+17 2.25 20110501 11.5 2.5 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 267535.93 1672.10 360 358 7.25 0 0 0.25 7.5 XXXXXXX XX 00000 2-4 Family 268000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 448000 2426.67 360 358 6.25 0 0 0.25 6.5 XXXXXXX XX 00000 Single Family 448000 20060501 80 No MI 1.00E+17 2.75 20110401 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G01 469811 3034.20 360 359 7.5 0 0 0.25 7.75 XXXXXXXXX XX 00000 PUD 469811 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 2.5 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G03 578000 3311.46 360 360 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 PUD 578000 20060701 76.05000305 No MI 1.00E+17 2.25 20110601 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GII G03 112700 680.90 360 358 6.875 0 0 0.375 7.25 Xxxxx Xxxxx XX 00000 Condominium 112700 20060501 70 No MI 1.00E+17 2.25 20110401 12.25 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G03 556729 3015.62 360 359 6.25 0 0 0.25 6.5 XXXXXXXX XX 00000 Single Family 556729 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 248000 1317.50 360 359 6.125 0 0 0.25 6.375 XXXXXXX XX 00000 Single Family 248000 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G02 208000 1105.00 360 358 6 0 0 0.375 6.375 Xxxxxxxx XX 00000 2-4 Family 208000 20060501 80 No MI 1.00E+17 2.25 20110401 11.375 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 369600 2310.00 360 358 7.125 0 0 0.375 7.5 Xxxxxxxx XX 00000 PUD 369600 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 XXXX
GIII G02 166000 864.58 360 359 6 0 0 0.25 6.25 XXXXXXXXXX XX 00000 Single Family 166000 20060601 77.20999908 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 640000 3533.33 360 359 6.375 0 0 0.25 6.625 XXX XXXXXXX XX 00000 Single Family 640000 20060601 71.66999817 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GIII G01 316000 1612.92 360 359 5.875 0 0 0.25 6.125 XXXXXXXXX XX 00000 Single Family 316000 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G01 539628.74 3709.95 360 356 8 0 0 0.25 8.25 FT XXXXXXXXXX XX 00000 Single Family 540000 20060301 80 No MI 1.00E+17 2.25 20110201 13.25 2 2 First Lien Y 60 No_PP 360 60 N 20360201 ADN1
GIII G03 524000 2947.50 360 359 6.5 0 0 0.25 6.75 XXXXX XXXXX XX 00000 Single Family 524000 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GIII G01 238000 793.33 360 359 3.75 0 0 0.25 4 XXXXXXXXX XX 00000 Single Family 238000 20060601 70 No MI 1.00E+17 2.25 20110501 9 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G03 634966 3770.11 360 359 6.875 0 0 0.25 7.125 XXX XXXXXX XX 00000 PUD 634966 20060601 75 No MI 1.00E+17 2.25 20110501 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G01 255711.22 1555.24 360 359 5.875 0 0 0.25 6.125 XXXXXXX XX 00000 Single Family 255960 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
GI G03 100400 763.11 360 360 8 0 0 0.375 8.375 XXXXXXXX XX 00000 Single Family 100400 20060701 80 No MI 1.00E+17 2.25 20110601 13.375 2 1 First Lien N 0 No_PP 360 60 N 20360601 AFL2
GIII G03 571920 3217.05 360 359 6.5 0 0 0.25 6.75 XXX XXXXXXX XX 00000 Condominium 571920 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 2380000 14131.25 360 358 6.875 0 0 0.25 7.125 XXX XXXXXXX XX 00000 Single Family 2380000 20060501 70 No MI 1.00E+17 2.25 20110401 12.125 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GIII G01 260000 1300.00 360 359 5.75 0 0 0.25 6 XXXXXXXX XX 00000 PUD 260000 20060601 78.08000183 No MI 1.00E+17 2.25 20110501 11 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GII G02 300000 1718.75 360 359 6.5 0 0 0.375 6.875 XXXXXX XX 00000 Condominium 300000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GIII G03 840000 4637.50 360 360 6.375 0 0 0.25 6.625 XXXXXXXX XX 00000 Single Family 840000 20060701 80 No MI 1.00E+17 2.25 20110601 11.625 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 430000 2239.58 360 359 6 0 0 0.25 6.25 XXXXXXXXX XX 00000 PUD 430000 20060601 66.76999664 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 304000 1583.33 360 359 6 0 0 0.25 6.25 XXXXX XXXXXX XX 00000 Single Family 304000 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 236000 1499.58 360 358 7.25 0 0 0.375 7.625 Xxxxxxxx XX 00000 PUD 236000 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GIII G03 606614.55 3754.83 360 359 6 0 0 0.25 6.25 XXXXXX XXXXX XX 00000 Single Family 609831 20060601 42 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G03 580000 3443.75 360 359 6.875 0 0 0.25 7.125 XXXXXX XXXXX XX 00000 Single Family 580000 20060601 80 No MI 1.00E+17 2.25 20110501 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 3675000 21820.31 360 360 6.875 0 0 0.25 7.125 XXX XXXXXXX XX 00000 PUD 3675000 20060701 75 No MI 1.00E+17 2.25 20110601 12.125 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GI G03 380800 2697.33 360 360 8.125 0 0 0.375 8.5 XXXXXXX XXXX XX 00000 Single Family 380800 20060701 80 No MI 1.00E+17 2.25 20110601 14.5 2 2 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GIII G03 500000 2552.08 360 360 5.875 0 0 0.25 6.125 XXXXXXXXXX XX 00000 Single Family 500000 20060701 41.70000076 No MI 1.00E+17 2.25 20110601 11.125 1.875 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GI G03 180320 1108.22 360 358 7 0 0 0.375 7.375 Xxxxxx XX 00000 Townhouse 180320 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 2 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GIII G03 494500 2833.07 360 359 6.625 0 0 0.25 6.875 XXXXXXXXX XX 00000 PUD 494500 20060601 69.16000366 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 67500 421.88 360 358 7.25 0 0 0.25 7.5 XXXXXXXXXXXX XX 00000 Single Family 67500 20060501 90 Republic MIC 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 1432000 8204.17 360 360 6.625 0 0 0.25 6.875 XXX XXXXXXX XX 00000 Single Family 1432000 20060701 80 No MI 1.00E+17 2.25 20110601 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GIII G03 599999.24 3312.50 360 359 6.375 0 0 0.25 6.625 XXXX XXXXXX XXXX XX 00000 Single Family 600000 20060601 75 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 572000 3455.83 360 360 7 0 0 0.25 7.25 XXXXXXXXX XX 00000 Single Family 572000 20060701 80 No MI 1.00E+17 2.25 20110601 12.25 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GIII G03 2999900 16249.46 360 360 6.25 0 0 0.25 6.5 XXXXXXXXXX XXXXX XX 00000 PUD 2999900 20060701 61.84999847 No MI 1.00E+17 2.25 20110601 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GI G02 388000 2983.38 360 360 8.125 0 0 0.375 8.5 XXXXXXXXXX XX 0000 2-4 Family 388000 20060701 80 No MI 1.00E+17 2.25 20110601 14.5 1.875 2 First Lien N 0 No_PP 360 60 N 20360601 AFL2
GI G02 271196.55 1864.48 360 358 7.875 0 0 0.375 8.25 Xxxxxxxx XX 00000 Single Family 271200 20060501 80 No MI 1.00E+17 2.25 20110401 13.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G03 481840 2860.93 360 359 6.875 0 0 0.25 7.125 XXX XXXXX XX 00000 Condominium 481840 20060601 80 No MI 1.00E+17 2.25 20110501 12.125 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 48800 315.17 360 359 7.5 0 0 0.25 7.75 XXXXXXXXX XX 00000 Single Family 48800 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 254260 1483.18 360 358 6.625 0 0 0.375 7 Xxxx Xxxxx XX 00000 Condominium 254260 20060501 80 No MI 1.00E+17 2.25 20110401 13 2 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G03 800000 4666.67 360 358 6.75 0 0 0.25 7 XXXXXX XX 00000 Single Family 800000 20060501 80 No MI 1.00E+17 2.25 20110401 12 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 176200 1046.19 360 359 6.875 0 0 0.25 7.125 XXXXXXXXX XX 00000 PUD 176200 20060601 74.98000336 No MI 1.00E+17 2.25 20110501 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 468800 2588.17 360 360 6.375 0 0 0.25 6.625 XXXXXXXXXX XX 00000 PUD 468800 20060701 80 No MI 1.00E+17 2.25 20110601 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G03 780000 4550.00 360 359 6.75 0 0 0.25 7 XXXXXX XX 00000 Single Family 780000 20060601 80 No MI 1.00E+17 2.25 20110501 12 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G03 972000 5467.50 360 360 6.5 0 0 0.25 6.75 XXX XXXX XX 00000 Condominium 972000 20060701 80 No MI 1.00E+17 2.25 20110601 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G03 523551 2999.51 360 359 6.625 0 0 0.25 6.875 XXXXXX XX 00000 PUD 523551 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G02 208800 1457.25 360 359 8 0 0 0.375 8.375 XXXXXXXXX XX 00000 PUD 208800 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G03 521250 2769.14 360 359 6.125 0 0 0.25 6.375 XXXXXX XX 00000 Single Family 521250 20060601 75 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 1000000 5208.33 360 359 6 0 0 0.25 6.25 XXXXXX XX 00000 PUD 1000000 20060601 60.61000061 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 125000 768.23 360 358 7.125 0 0 0.25 7.375 XXXXX XXXXX XX 00000 Single Family 125000 20060501 64.09999847 No MI 1.00E+17 2.25 20110401 12.375 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 631200 3550.50 360 360 6.5 0 0 0.25 6.75 XXXXXXX XX 00000 Single Family 631200 20060701 80 No MI 1.00E+17 2.25 20110601 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G03 513000 2992.50 360 359 6.75 0 0 0.25 7 XXXXX XXXXXXX XX 00000 PUD 513000 20060601 79.52999878 No MI 1.00E+17 2.25 20110501 12 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G02 243998.12 1270.83 360 359 6 0 0 0.25 6.25 XXXXXX XX 00000 Single Family 244000 20060601 78.95999908 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 528087.71 2815.63 360 359 6.125 0 0 0.25 6.375 XXXX XXXXXX XX 00000 Condominium 530000 20060601 57.29999924 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 512000 2880.00 360 359 6.5 0 0 0.25 6.75 XXX XXXX XX 00000 Single Family 512000 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 544000 3060.00 360 360 6.5 0 0 0.25 6.75 XXX XXXXX XX 00000 PUD 544000 20060701 80 No MI 1.00E+17 2.25 20110601 11.75 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GIII G03 650000 3791.67 360 359 6.75 0 0 0.25 7 XXXXXXXXXX XX 00000 Condominium 650000 20060601 69.16000366 No MI 1.00E+17 2.25 20110501 12 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G03 550000 3093.75 360 360 6.5 0 0 0.25 6.75 XXXX XXXXX XX 00000 Single Family 550000 20060701 24.18000031 No MI 1.00E+17 2.25 20110601 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GI G03 188518.88 1320.12 360 358 7.125 0 0 0.375 7.5 XXXXXXX XX 00000 Single Family 188800 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 1 First Lien N 0 Prepay 360 60 N 20360401 XXXX
GI G01 516934.9 3706.00 360 359 7.5 0 0 0.25 7.75 XXX XXXXXXX XX 00000 Single Family 517300 20060601 70 No MI 1.00E+17 2.25 20110501 12.75 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G02 99200 568.33 360 358 6.625 0 0 0.25 6.875 XXXXXXXXXX XX 00000 Single Family 99200 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GIII G03 520000 3087.50 360 359 6.875 0 0 0.25 7.125 XXXX XXXX XX 00000 Single Family 520000 20060601 80 No MI 1.00E+17 2.25 20110501 12.125 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G03 524558.93 3448.88 360 359 6.625 0 0 0.25 6.875 XXX XXXX XX 00000 Single Family 525000 20060601 72.41000366 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G03 607900 2976.18 360 359 5.625 0 0 0.25 5.875 XXXXX XXXXXXXX XX 00000 Single Family 607900 20060601 79.98999786 No MI 1.00E+17 2.25 20110501 10.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 496000 2686.67 360 360 6.25 0 0 0.25 6.5 XXXXXXXX XX 00000 Single Family 496000 20060701 80 No MI 1.00E+17 2.25 20110601 11.5 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GI G02 269600 1797.33 360 359 7.625 0 0 0.375 8 Xxxxx XX 00000 Single Family 269600 20060601 80 No MI 2.25 20110501 13 2 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GIII G02 179200 1026.67 360 359 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 Condominium 179200 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 142300 770.79 360 358 6.25 0 0 0.25 6.5 XX XXXXXX XX 00000 PUD 142300 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 569908.9 3699.60 360 359 6.5 0 0 0.25 6.75 XXXXXXXXX XX 00000 Single Family 570400 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GII G02 112000 653.33 360 358 6.625 0 0 0.375 7 Xxxxxxxxxx XX 00000 Condominium 112000 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G01 84000 551.25 360 360 7.5 0 0 0.375 7.875 Xxxxxxx XX 00000 Condominium 84000 20060701 80 No MI 1.00E+17 2.25 20110601 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GII G03 173727.7 1186.99 360 358 6.875 0 0 0.375 7.25 XXXXXXX XX 00000 Townhouse 174000 20060501 75.65000153 No MI 1.00E+17 2.25 20110401 12.25 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 XXXX
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GI G02 117600 820.75 360 358 8 0 0 0.375 8.375 Xxxxxxxxxxxx XX 00000 Single Family 117600 20060501 70 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G03 340000 2089.58 360 358 7 0 0 0.375 7.375 Xxxxxxxxxx XX 00000 Single Family 340000 20060501 80 No MI 2.25 20110401 12.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
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GI G03 121308 745.54 360 358 7 0 0 0.375 7.375 Xxxxxx XX 00000 PUD 121308 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G03 707998.5 4351.24 360 358 7 0 0 0.375 7.375 Xxxxxxxxx XX 00000 Single Family 708000 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 276750 1845.00 360 358 7.625 0 0 0.375 8 XXXX XXXXX XX 00000 PUD 276750 20060501 75 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 101043.74 742.94 360 357 7.625 0 0 0.375 8 Xxxxx Xxxxxxxx XX 00000 Single Family 101250 20060401 75 No MI 1.00E+17 2.25 20110301 13 1.875 1 First Lien N 0 Prepay 360 60 N 20360301 AFL2
GIII G02 291950 1581.40 360 358 6.25 0 0 0.25 6.5 XXXXXXX XXXXX XX 00000 PUD 291950 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 11.5 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
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GI G02 78000 560.63 360 359 8.25 0 0 0.375 8.625 Xxxxxxxxxx XX 00000 2-4 Family 78000 20060601 80 No MI 1.00E+17 2.25 20160501 13.625 2 1 First Lien Y 120 No_PP 360 120 N 20360501 AFL2
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GI G02 236954 1530.33 360 358 7.375 0 0 0.375 7.75 XXXX XX 00000 PUD 236954 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2 1 First Lien Y 120 No_PP 360 60 N 20360401 XXXX
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GI G03 141599.61 885.00 360 358 7.125 0 0 0.375 7.5 Xxx Xxxxx XX 00000 PUD 141600 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G02 253472 1452.19 360 358 6.5 0 0 0.375 6.875 Xxxxxxxx XX 00000 PUD 253472 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 XXXX
GI G02 233600 1533.00 360 359 7.5 0 0 0.375 7.875 XXXXXX XX 00000 Single Family 233600 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 195990 1265.77 360 359 7.375 0 0 0.375 7.75 XXXX XXX XX 00000 Single Family 195990 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 255600 1650.75 360 357 7.375 0 0 0.375 7.75 Xxxxxxxxx XX 00000 Single Family 255600 20060401 80 No MI 1.00E+17 2.25 20110301 12.75 1.875 1 First Lien Y 60 No_PP 360 60 N 20360301 AFL2
GI G03 368800 2266.58 360 356 7 0 0 0.375 7.375 Xxxxxxx XX 00000 Single Family 368800 20060301 80 No MI 2.25 20110201 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
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GII G02 375000 1992.19 360 360 6 0 0 0.375 6.375 XXXXXX XX 00000 Single Family 375000 20060701 67.44999695 No MI 1.00E+17 2.25 20110601 11.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 292000 1885.83 360 359 7.375 0 0 0.375 7.75 XXX XXXXX XX 00000 Single Family 292000 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 220000 1420.83 360 359 7.375 0 0 0.375 7.75 XXXX XX 00000 Single Family 220000 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 380000 2454.17 360 359 7.375 0 0 0.375 7.75 Xxxxxxx XX 00000 PUD 380000 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GII G02 258750 1401.56 360 356 6.125 0 0 0.375 6.5 Xxxxxxxxx XX 00000 PUD 258750 20060301 75 No MI 1.00E+17 2.25 20110201 11.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GI G02 189000 1260.00 360 359 7.625 0 0 0.375 8 XXXXXXX XX 00000 Condominium 189000 20060601 79.98999786 No MI 1.00E+17 2.25 20110501 13 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
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GI G01 607000 3856.98 360 359 7.25 0 0 0.375 7.625 XXXXXXXXXXXXX XX 00000 Single Family 607000 20060601 79.98999786 No MI 1.00E+17 2.25 20110501 12.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 399000 2493.75 360 360 7.125 0 0 0.375 7.5 XXXXXXXXXX XX 00000 2-4 Family 399000 20060701 70 No MI 1.00E+17 2.25 20110601 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 144000 915.00 360 359 7.25 0 0 0.375 7.625 XXXXXXX XX 00000 Single Family 144000 20060601 80 No MI 1.00E+17 2.25 20110501 12.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 115200 756.00 360 359 7.5 0 0 0.375 7.875 XXXXXXXX XXXXXXX XX 00000 Single Family 115200 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 149250 979.45 360 360 7.5 0 0 0.375 7.875 Xxxxxx XX 00000 Single Family 149250 20060701 75 No MI 1.00E+17 2.25 20110601 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 344000 2293.33 360 359 7.625 0 0 0.375 8 XXXXXX XX 00000 Single Family 344000 20060601 80 No MI 1.00E+17 2.25 20110501 13 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 540000 3768.75 360 359 8 0 0 0.375 8.375 STAMFORD CT 6902 2-4 Family 540000 20060601 75 No MI 1.00E+17 2.25 20110501 14.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 213000 1442.19 360 358 7.75 0 0 0.375 8.125 Xxx Xxxxx XX 00000 PUD 213000 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 13.125 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G02 301700 1917.05 360 358 7.25 0 0 0.375 0.000 Xxxxx Xxxxxxx XX 00000 PUD 301700 20060501 80 No MI 1.00E+17 2.25 20110401 13.625 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GIII G02 181424 982.71 360 358 6.25 0 0 0.25 6.5 XXXXXXX XX 00000 PUD 181424 20060501 80 No MI 1.00E+17 2.25 20110401 11.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 320000 2066.67 360 357 7.375 0 0 0.375 7.75 Xxxxxxxxxx XX 00000 Single Family 320000 20060401 80 No MI 1.00E+17 2.25 20110301 12.75 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 160000 1016.67 360 359 7.25 0 0 0.375 7.625 XXXXX XX 00000 Condominium 160000 20060601 80 No MI 1.00E+17 2.25 20110501 12.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G02 336000 1890.00 360 358 6.5 0 0 0.25 6.75 XXXXXXXX XX 00000 Condominium 336000 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 85200 594.62 360 358 8 0 0 0.375 8.375 Xxxxxx XX 00000 Condominium 85200 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G01 195000 995.31 360 358 5.385 0.49 0 0.25 6.125 XXXXXXXXXXXX XX 00000 PUD 195000 20060501 89.86000061 Republic MIC 1.00E+17 2.875 20110401 11.125 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
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GI G01 231400 1446.25 360 358 7.25 0 0 0.25 7.5 XXXXXXXX XXXX XX 00000 PUD 231400 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 12.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G01 110400 609.50 360 359 6.25 0 0 0.375 6.625 Xxxxx Xxxxx XX 00000 Single Family 110400 20060601 80 No MI 1.00E+17 2.25 20090501 12.625 2 1 First Lien Y 120 Prepay 360 36 N 20360501 AFL2
GI G01 640000 4466.67 360 358 8 0 0 0.375 8.375 Xxxxxxxxx XX 00000 Condominium 640000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 150400 987.00 360 358 7.5 0 0 0.375 7.875 Xxxxx Xxxxxxxx XX 00000 Single Family 150400 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 266400 1885.56 360 360 7.25 0 0 0.375 7.625 XXXXXXXXX XX 00000 Single Family 266400 20060701 80 No MI 1.00E+17 2.25 20110601 12.625 1.875 1 First Lien N 0 Prepay 360 60 N 20360601 AFL2
GIII G02 124000 671.67 360 358 6.25 0 0 0.25 6.5 XXXXX XXXXX XX 00000 PUD 124000 20060501 80 No MI 1.00E+17 2.25 20110401 11.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G03 79076.07 540.28 360 358 6.875 0 0 0.375 7.25 Xxxxxxx XX 00000 Single Family 79200 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 2 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GI G01 860000 5643.75 360 357 7.5 0 0 0.375 7.875 Xxxxxx Xxxxx XX 00000 Single Family 860000 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G01 176850 1142.16 360 358 7.5 0 0 0.25 7.75 XXXXXXXX XX 00000 Single Family 176850 20060501 90 United Guaranty 1.00E+17 2.25 20110401 12.75 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G03 760343.58 3643.31 360 357 5.375 0 0 0.375 5.75 Xxxxxxx XX 00000 Single Family 760400 20060401 80 No MI 1.00E+17 2.25 20110301 10.75 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G01 200000 1208.33 360 358 7 0 0 0.25 7.25 XXXXXXXX XX 00000 PUD 200000 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 237000 1596.71 360 360 6.75 0 0 0.375 7.125 XXXX XXXXX XX 00000 PUD 237000 20060701 64.75 No MI 1.00E+17 2.25 20160601 12.125 2 1 First Lien N 0 No_PP 360 120 N 20360601 AFL2
GIII G02 216700 1218.94 360 358 6.5 0 0 0.25 6.75 XXXXXX XX 00000 PUD 216700 20060501 79.97000122 No MI 1.00E+17 2.25 20110401 11.75 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 266550 1721.47 360 359 7.375 0 0 0.375 7.75 XXXXXXX XX 00000 PUD 266550 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 2 1 First Lien Y 60 No_PP 360 60 N 20360501 AFL2
GI G02 318750 2224.61 360 358 8 0 0 0.375 8.375 XXX XXXXXXX XX 00000 2-4 Family 318750 20060501 75 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 284050 1627.37 360 358 6.625 0 0 0.25 6.875 XXX XXXXX XX 00000 Single Family 284050 20060501 95 GE Capital MI 1.00E+17 2.25 20110401 11.875 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G01 168750 1037.11 360 358 7.125 0 0 0.25 7.375 XXXXXX XX 00000 Single Family 168750 20060501 74.66999817 No MI 1.00E+17 2.25 20110401 12.375 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G01 126216.46 894.65 360 358 7.375 0 0 0.25 7.625 XXXXX XXXXXXX XX 00000 Condominium 126400 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GI G01 663988.32 4288.26 360 356 7.375 0 0 0.375 7.75 XXX XXXXXX XX 00000 PUD 664000 20060301 80 No MI 1.00E+17 2.25 20110201 12.75 2 1 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GIII G02 292000 1642.50 360 358 6.5 0 0 0.25 6.75 XXXXXXXX XX 00000 Single Family 292000 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 125043.8 951.62 360 358 8 0 0 0.375 8.375 Pleasantville NJ 8232 Single Family 125200 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GIII G02 380000 2097.92 360 356 6.375 0 0 0.25 6.625 XXXXXXXX XX 00000 Single Family 380000 20060301 78.34999847 No MI 1.00E+17 2.25 20110201 11.625 1.875 2 First Lien Y 60 Prepay 360 60 N 20360201 ADN1
GI G01 96000 600.00 360 358 7.25 0 0 0.25 7.5 XXXXXXX XX 00000 Single Family 96000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G02 123409 835.58 360 359 7.75 0 0 0.375 8.125 Xxxxxxxx XX 00000 PUD 123409 20060601 80 No MI 1.00E+17 2.25 20110501 13.125 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G01 84000 402.50 360 358 5.5 0 0 0.25 5.75 XXXXXX XX 00000 Condominium 84000 20060501 80 No MI 1.00E+17 2.25 20110401 10.75 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G03 216000 1350.00 360 358 7.125 0 0 0.375 7.5 Xxxxxxxx XX 00000 PUD 216000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GI G02 270000 1743.75 360 359 7.375 0 0 0.375 7.75 Xxx Xxxxx XX 00000 PUD 270000 20060601 79.41000366 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GII G02 291262 1608.01 360 356 6.25 0 0 0.375 6.625 XXXXXX XX 00000 PUD 291312 20060301 80 No MI 1.00E+17 2.25 20110201 11.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GIII G03 519000 3297.81 360 359 7.375 0 0 0.25 7.625 XXXXXXXXX XX 00000 Single Family 519000 20060601 79.98999786 No MI 1.00E+17 2.25 20110501 12.625 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 475000 3117.19 360 359 7.625 0 0 0.25 7.875 XXXXXX XX 0000 Condominium 475000 20060601 74.80000305 No MI 1.00E+17 2.25 20110501 12.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 463272 2316.36 360 356 5.75 0 0 0.25 6 XXXXXXX XX 00000 Single Family 463272 20060301 80 No MI 1.00E+17 2.25 20110201 11 2 2 First Lien Y 60 No_PP 360 60 N 20360201 ADN1
GIII G03 730000 4258.33 360 358 6.75 0 0 0.25 7 XXXXX XX 00000 Single Family 730000 20060501 66.36000061 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 446000 2746.10 360 360 6 0 0 0.25 6.25 XXX XXXXXX XX 00000 Single Family 446000 20060701 66.06999969 No MI 1.00E+17 2.25 20110601 11.25 2 2 First Lien N 0 No_PP 360 60 N 20360601 ADN1
GIII G03 3500000 23697.92 360 358 7.875 0 0 0.25 8.125 XXXXXXXXXXX XX 00000 Single Family 3500000 20060501 23.32999992 No MI 1.00E+17 2.25 20110401 13.125 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GIII G03 600000 3375.00 360 359 6.5 0 0 0.25 6.75 XXXXXX XX 00000 PUD 600000 20060601 79.79000092 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GIII G03 455500 2419.84 360 358 6.125 0 0 0.25 6.375 XXXXXXXXXX XX 00000 Single Family 455500 20060501 58.77000046 No MI 1.00E+17 2.25 20110401 11.375 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GIII G03 448000 2473.33 360 359 6.375 0 0 0.25 6.625 XXXX XXXX XX 00000 Single Family 448000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 520000 2979.17 360 359 6.625 0 0 0.25 6.875 XXXXXX XX 00000 Single Family 520000 20060601 73.23999786 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GI G02 248000 1575.83 360 358 7.25 0 0 0.375 7.625 Xxxxxxxx XX 00000 PUD 248000 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GIII G03 685000 3639.06 360 359 6.125 0 0 0.25 6.375 XXXXXXX XX 00000 PUD 685000 20060601 57.08000183 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G03 489150 2853.38 360 358 6.75 0 0 0.25 7 XXX XXXXX XX 00000 PUD 489150 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 460000 2539.58 360 360 6.375 0 0 0.25 6.625 XXXXXXXXX XX 0000 Single Family 460000 20060701 71.98999786 No MI 1.00E+17 2.25 20110601 11.625 2 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GIII G03 515000 2843.23 360 359 6.375 0 0 0.25 6.625 XXXX XXX XX 0000 Single Family 515000 20060601 65.19000244 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 456000 2280.00 360 359 5.75 0 0 0.25 6 XXXXXX XXXX XX 00000 Single Family 456000 20060601 80 No MI 1.00E+17 2.25 20110501 11 2 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GIII G03 589650 2886.83 360 359 5.625 0 0 0.25 5.875 XXXXX XXXXXX XX 00000 PUD 589650 20060601 80 No MI 1.00E+17 2.25 20110501 10.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 603801.19 3962.45 360 354 7.625 0 0 0.25 7.875 XXXXXX XXXXXX XX 00000 Single Family 604000 20060101 80 No MI 1.00E+17 2.25 20101201 12.875 2 2 First Lien Y 60 No_PP 360 60 N 20351201 ADN1
GIII G03 500000 2708.33 360 359 6.25 0 0 0.25 6.5 XXXX XXXXXX XX 00000 PUD 500000 20060601 58.47999954 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G03 455900 2421.97 360 359 6.125 0 0 0.25 6.375 XXXXXXX XX 00000 PUD 455900 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 145568.41 1023.65 360 355 7.125 0 0 0.375 7.5 Xxxxxxxx Xxxxxx XX 00000 Single Family 146400 20060201 80 No MI 1.00E+17 2.25 20110101 12.5 2 1 First Lien N 0 Prepay 360 60 N 20360101 AFL2
GII G02 178850 950.14 360 358 6 0 0 0.375 6.375 Xx Xxxx XX 00000 Single Family 178850 20060501 36.5 No MI 1.00E+17 2.25 20110401 11.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 199550 1309.55 360 357 7.5 0 0 0.375 7.875 Xxxxxxx XX 00000 2-4 Family 199550 20060401 65 No MI 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G01 400000 2416.67 360 359 7 0 0 0.25 7.25 XXXXXXXXX XX 00000 Single Family 400000 20060601 57.97000122 No MI 1.00E+17 2.25 20110501 12.25 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 217454 1336.44 360 360 7 0 0 0.375 7.375 ST XXXX TX 75098 PUD 217454 20060701 80 No MI 1.00E+17 2.25 20110601 12.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 195828 1060.73 360 358 6.125 0 0 0.375 6.5 Xxxxxxx XX 00000 Condominium 195828 20060501 65 No MI 1.00E+17 2.375 20080401 11.5 1.875 1 First Lien Y 120 No_PP 360 24 N 20360401 AFL2
GIII G01 243751.23 1443.35 360 359 5.625 0 0 0.25 5.875 XXXXXXXX XX 00000 PUD 244000 20060601 80 No MI 1.00E+17 2.25 20110501 10.875 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G03 153247.2 1060.88 360 357 7 0 0 0.375 7.375 Xxxxxx XX 00000 PUD 153600 20060401 80 No MI 1.00E+17 2.25 20110301 12.375 2 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GII G02 225000 1242.19 360 358 6.25 0 0 0.375 6.625 Xxxxxx Xxxx Xxxxxx XX 00000 PUD 225000 20060501 56.25 No MI 1.00E+17 2.25 20110401 12.625 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 328800 1918.00 360 358 6.75 0 0 0.25 7 XXXXXXX XX 00000 PUD 328800 20060501 80 No MI 1.00E+17 2.25 20110401 12 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 315200 1707.33 360 360 6.25 0 0 0.25 6.5 XXXXX XXXXXX XX 00000 PUD 315200 20060701 80 No MI 1.00E+17 2.25 20110601 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G02 235800 1352.08 360 359 6.625 0 0 0.25 6.875 XXX XXXXXXX XX 00000 Single Family 236000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 109402.76 710.81 360 358 6.5 0 0 0.25 6.75 XXXXX XX 00000 Condominium 109592 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 2 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GII G02 276000 1581.25 360 358 6.5 0 0 0.375 6.875 Hilton Xxxx Xxxxxx XX 00000 PUD 276000 20060501 64.94000244 No MI 1.00E+17 2.25 20110401 12.875 2 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G01 77520 508.73 360 359 7.625 0 0 0.25 7.875 XXXXX XX 00000 Condominium 77520 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G01 250392 1199.80 360 359 5.5 0 0 0.25 5.75 # 141 ESCOCA 92027 Condominium 250392 20060601 80 No MI 1.00E+17 2.25 20110501 10.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 162973.11 882.77 360 358 6.125 0 0 0.375 6.5 Xxxxxx Xxxx Xxxxxx XX 00000 Condominium 163000 20060501 71.48999786 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 123935.8 658.41 360 358 6.125 0 0 0.25 6.375 XXX XXXXX XX 00000 Condominium 124000 20060501 80 No MI 1.00E+17 2.25 20110401 11.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 174226.38 1045.62 360 359 5.75 0 0 0.25 6 XXXXX XXXXX XX 00000 Single Family 174400 20060601 80 No MI 1.00E+17 2.25 20110501 11 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G02 171192 998.62 360 358 6.75 0 0 0.25 7 XXX XXXXX XX 00000 Condominium 171192 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GII G02 176350 1010.34 360 359 6.5 0 0 0.375 6.875 Xxxxxxx XX 00000 PUD 176350 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 335250 1885.78 360 358 6.375 0 0 0.375 6.75 Xxxxxxxxx XX 00000 PUD 335250 20060501 75 No MI 2.25 20110401 11.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G01 269189.6 1618.79 360 357 5.75 0 0 0.25 0 XXXX XXXXXXXX XX 0000 Single Family 270000 20060401 67.5 No MI 1.00E+17 2.25 20110301 11 1.875 2 First Lien N 0 No_PP 360 60 N 20360301 ADN1
GIII G01 115596.17 626.17 360 359 5.82 0.43 0 0.25 6.5 XXXXXXXXX XX 00000 Single Family 115600 20060601 85 United Guaranty 1.00E+17 2.875 20110501 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 123920 748.68 360 359 7 0 0 0.25 7.25 XXXXX XX 00000 Condominium 123920 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 2.195 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 124500 687.34 360 359 6.375 0 0 0.25 6.625 XXXXX XX 00000 Single Family 124500 20060601 50 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G01 247500 1366.41 360 358 5.885 0.49 0 0.25 6.625 XXXXXXX XX 0000 Single Family 247500 20060501 90 Republic MIC 1.00E+17 2.875 20110401 11.625 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GI G01 245700 1561.22 360 358 6.845 0.53 0 0.25 7.625 XXXXXXXX XX 0000 Single Family 245700 20060501 90 Republic MIC 1.00E+17 2.875 20110401 12.625 2.135 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G03 264000 1650.00 360 358 7.125 0 0 0.375 7.5 XXXXX XX 00000 Single Family 264000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2.095 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G03 1995000 11845.31 360 357 6.75 0 0 0.375 7.125 Xxxxxxx Xxxxx XX 00000 Single Family 1995000 20060401 62.34000015 No MI 1.00E+17 2.25 20110301 13.125 1.875 2 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G01 1000000 6562.50 360 359 7.5 0 0 0.375 7.875 XXXXXXXXX XX 00000 Single Family 1000000 20060601 68.97000122 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G03 184000 1092.50 360 357 6.75 0 0 0.375 7.125 Xxxxxxx XX 00000 Single Family 184000 20060401 80 No MI 1.00E+17 2.25 20110301 12.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 264000 1677.50 360 358 7.25 0 0 0.375 7.625 Xxxxxx XX 00000 Single Family 264000 20060501 80 No MI 1.00E+17 2.25 20110401 13.625 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G01 306960 1598.75 360 358 6 0 0 0.25 6.25 XXXXXXXX XX 00000 PUD 306960 20060501 80 No MI 1.00E+17 2.25 20110401 11.25 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 408000 2635.00 360 357 7.375 0 0 0.375 7.75 Xxxxxxx XX 00000 Single Family 408000 20060401 80 No MI 1.00E+17 2.25 20110301 12.75 2 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G03 332800 2080.00 360 358 7.125 0 0 0.375 7.5 Xxxxxxx XX 0000 Single Family 332800 20060501 80 No MI 1.00E+17 2.25 20110401 13.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G01 397500 1987.50 360 359 5.75 0 0 0.25 6 XXXXXXXX XXXXX XX 00000 Single Family 397500 20060601 75 No MI 1.00E+17 2.25 20110501 11 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 282000 1556.88 360 360 6.375 0 0 0.25 6.625 XXXXXX XX 00000 Single Family 282000 20060701 75.19999695 No MI 1.00E+17 2.25 20110601 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G01 243600 1192.63 360 358 5.385 0.24 0 0.25 5.875 XXXXXXXXX XX 00000 PUD 243600 20060501 84.29000092 Republic MIC 1.00E+17 2.625 20110401 10.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 55964.29 420.71 360 359 7.875 0 0 0.375 8.25 XXXXXXXXXXXX XX 00000 Single Family 56000 20060601 70 No MI 1.00E+17 2.25 20110501 13.25 2.135 1 First Lien N 0 Prepay 360 60 N 20360501 AFL2
GII G03 255500 1543.65 360 358 6.875 0 0 0.375 7.25 Xxxxxxxxxx Xxxx XX 00000 Single Family 255500 20060501 70 No MI 1.00E+17 2.25 20110401 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 417000 2345.63 360 358 6.375 0 0 0.375 6.75 Xxxxxx Xxxx XX 00000 PUD 417000 20060501 68.36000061 No MI 1.00E+17 2.25 20110401 12.75 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G01 320000 2000.00 360 359 7.25 0 0 0.25 7.5 XXXXXXXX XX 00000 Single Family 320000 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 115847.25 587.75 360 359 4.25 0 0 0.25 4.5 XXX XXXXX XX 00000 Condominium 116000 20060601 72.05000305 No MI 1.00E+17 2.25 20110501 9.5 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G02 135318 888.02 360 358 7.5 0 0 0.375 7.875 Xxxxxxxx XX 00000 PUD 135318 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 315250 1707.60 360 358 6.125 0 0 0.375 6.5 XXXXXX XX 00000 PUD 315250 20060501 65 No MI 1.00E+17 2.25 20110401 12.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 280787.59 1871.16 360 358 6.75 0 0 0.25 7 XXXXX XX 00000 Single Family 281250 20060501 75 No MI 1.00E+17 2.25 20110401 12 1.875 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GIII G03 401050 1879.92 360 359 5.375 0 0 0.25 5.625 XXXXXXX XX 00000 Single Family 401050 20060601 65 No MI 1.00E+17 2.25 20110501 10.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 307420 1921.38 360 359 7.125 0 0 0.375 7.5 XXXXXXXXX XX 00000 Townhouse 307420 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 2 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G02 183240 1011.64 360 358 6.375 0 0 0.25 6.625 XXXXXXX XX 00000 PUD 183240 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 181335.93 1147.20 360 359 6.25 0 0 0.25 6.5 XXXXXX XXXX XX 00000 PUD 181500 20060601 75 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G01 525600 3777.75 360 359 8.25 0 0 0.375 8.625 Xxxxx Xxxx XX 00000 Single Family 525600 20060601 80 No MI 1.00E+17 2.25 20110501 13.625 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 158080 1020.93 360 357 7.375 0 0 0.375 7.75 Xxxxxxxx XX 00000 Single Family 158080 20060401 80 No MI 1.00E+17 2.25 20110301 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G02 137600 788.33 360 357 6.5 0 0 0.375 6.875 Xxxxxxxxx XX 00000 PUD 137600 20060401 80 No MI 1.00E+17 2.25 20110301 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G02 116359 666.64 360 357 6.5 0 0 0.375 6.875 XXXXXX XX 00000 PUD 116359 20060401 65 No MI 1.00E+17 2.25 20110301 12.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G01 330000 1993.75 360 359 7 0 0 0.25 7.25 XXXXXX XX 00000 Single Family 330000 20060601 70.20999908 No MI 1.00E+17 2.25 20110501 12.25 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 277327.28 1943.47 360 357 6.59 0.66 0 0.25 7.5 XXXXXXXXXXX XX 0000 Single Family 277950 20060401 85 PMI 1.00E+17 3.25 20110301 13.5 2 2 First Lien N 0 Prepay 360 60 N 20360301 ADN1
GII G02 263000 1479.38 360 358 6.375 0 0 0.375 6.75 XXXXXXX XX 00000 Single Family 263000 20060501 74.08000183 No MI 1.00E+17 2.25 20110401 11.75 2.34 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G03 71969.36 485.65 360 358 6.75 0 0 0.375 7.125 Xxxxx Xxxxxxx XX 00000 2-4 Family 72085 20060501 65 No MI 1.00E+17 2.25 20110401 12.125 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GII G02 364000 2123.33 360 358 6.625 0 0 0.375 7 Xxxxxx Xxxx Xxxxxx XX 00000 Condominium 364000 20060501 65 No MI 2.25 20110401 12 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 288625.98 1833.98 360 358 7.25 0 0 0.375 7.625 Xxxxxxx XX 00000 PUD 288626 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G03 390000 1909.38 360 359 5.625 0 0 0.25 5.875 XXX XXXXX XX 00000 PUD 390000 20060601 64.45999908 No MI 1.00E+17 2.25 20110501 10.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GII G02 325000 1760.42 360 358 6.125 0 0 0.375 6.5 Xxxxxx Xxxx Xxxxxx XX 00000 Condominium 325000 20060501 59.09000015 No MI 1.00E+17 2 20110401 11.5 2 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GIII G01 364650 1899.22 360 358 6 0 0 0.25 6.25 XXXXXXXXX XX 00000 PUD 364650 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 11.25 1.625 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 204823.5 1329.63 360 359 6.5 0 0 0.25 6.75 XXXXXXXX XX 00000 Single Family 205000 20060601 73.20999908 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GII G02 191000 1114.17 360 358 6.625 0 0 0.375 7 Xxxxxx Xxxx Xxxxxx XX 00000 Condominium 191000 20060501 65.41000366 No MI 1.00E+17 2.25 20110401 12 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 325550 1797.31 360 358 6.375 0 0 0.25 6.625 XXXXXX XXX XX 00000 PUD 325550 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 11.625 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 334858 1709.17 360 350 5.345 0.53 0 0.25 6.125 XXXXXXXXXXXXXX XX 00000 PUD 334858 20050901 90 Republic MIC 1.00E+17 2.75 20100801 11.125 2 2 First Lien Y 60 No_PP 360 60 N 20350801 ADN1
GI G02 260000 1751.67 360 360 6.75 0 0 0.375 7.125 XXXX XXXXX XX 00000 PUD 260000 20060701 65 No MI 1.00E+17 2.25 20160601 12.125 1.97 1 First Lien N 0 No_PP 360 120 N 20360601 AFL2
GII G02 168750 949.22 360 358 6.375 0 0 0.375 6.75 Xxxxxx Xxxx Xxxxxx XX 00000 Condominium 168750 20060501 75 No MI 1.00E+17 2.25 20110401 12.75 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 327758.12 2052.45 360 356 6.125 0 0 0.25 6.375 XXXXX XXXX XX 00000 Single Family 328986.32 20060301 79.26999664 No MI 0 2.25 20110201 11.375 1.875 2 First Lien N 0 No_PP 360 60 N 20360201 ADN1
GII G03 185200 1118.92 360 358 6.875 0 0 0.375 7.25 Xxxxxxx XX 00000 Single Family 185200 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G01 77575.41 395.96 360 358 5.385 0.49 0 0.25 6.125 XXXXX XX 00000 Single Family 77580 20060501 90 Republic MIC 1.00E+17 2.875 20110401 11.125 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 177600 1128.50 360 357 7.25 0 0 0.375 7.625 XXX XXXXX XX 00000 Single Family 177600 20060401 80 No MI 1.00E+17 2.25 20110301 12.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GIII G01 311681.9 1845.60 360 359 5.625 0 0 0.25 5.875 XXXXXXXXXX XX 00000 PUD 312000 20060601 80 No MI 1.00E+17 2.25 20110501 10.875 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G01 233800 1144.65 360 358 5.625 0 0 0.25 5.875 XXXXXXXX XX 00000 PUD 233800 20060501 63.18999863 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G02 259760 1758.79 360 359 7.75 0 0 0.375 8.125 XX XXXXXX XX 00000 PUD 259760 20060601 80 No MI 1.00E+17 2.25 20110501 13.125 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 132900 927.53 360 359 8 0 0 0.375 8.375 XXXXXXXXXX XX 00000 Single Family 132900 20060601 74.98999786 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G02 240787.37 1543.15 360 359 6.375 0 0 0.25 6.625 XXXXXX XXXX XX 00000 Single Family 241000 20060601 57.38000107 No MI 1.00E+17 2.25 20110501 11.625 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G01 308000 1572.08 360 359 5.875 0 0 0.25 6.125 XXXXXX XXXXX XX 00000 PUD 308000 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G01 228000 1116.25 360 358 5.305 0.32 0 0.25 5.875 XXXXXXX XXXXX XX 00000 Single Family 228000 20060501 89.41000366 YES 1.00E+17 2.75 20110401 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 112383.01 674.49 360 359 5.75 0 0 0.25 6 XXXXXXXXXX XX 00000 Single Family 112500 20060601 68.18000031 No MI 1.00E+17 2.25 20110501 11 2.18 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G03 121600 595.33 360 358 5.625 0 0 0.25 5.875 XXXXX XXXXXXXX XX 00000 Condominium 121600 20060501 80 No MI 1.00E+17 2.25 20110401 10.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 119200 844.33 360 359 8.125 0 0 0.375 8.5 Xxxxxxxxx XX 00000 Single Family 119200 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 2 1 First Lien Y 60 No_PP 360 60 N 20360501 AFL2
GI G03 180000 1275.00 360 360 8.125 0 0 0.375 8.5 XXXX XX 00000 PUD 180000 20060701 80 No MI 1.00E+17 2.25 20110601 13.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 124000 839.58 360 357 7.75 0 0 0.375 8.125 Xxxxxxxxxx Xxxxx XX 00000 Single Family 124000 20060401 77.5 No MI 1.00E+17 2.25 20110301 13.125 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G03 126700 778.68 360 357 7 0 0 0.375 7.375 Xxxxx Xxxxxxxx XX 00000 PUD 126700 20060401 70 No MI 1.00E+17 2.25 20110301 13.375 1.875 2 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G02 55964.29 420.71 360 359 7.875 0 0 0.375 8.25 XXXXXXXXXXXX XX 00000 Single Family 56000 20060601 70 No MI 1.00E+17 2.25 20110501 13.25 1.875 1 First Lien N 0 Prepay 360 60 N 20360501 AFL2
GII G02 110000 618.75 360 357 6.375 0 0 0.375 6.75 Xxxxxxxx XX 00000 Single Family 110000 20060401 80 No MI 1.00E+17 2.25 20110301 11.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 346250 2344.40 360 358 7.75 0 0 0.375 8.125 Xxxxxxxxxx XX 00000 PUD 346250 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 13.125 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G01 186096.47 1162.08 360 359 5.775 0.35 0 0.25 6.375 SPIRIT XXXX XX 00000 Single Family 186269 20060601 83.90000153 PMI 1.00E+17 2.75 20110501 11.375 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GII G02 234380 1342.80 360 358 6.5 0 0 0.375 6.875 Hilton Xxxx Xxxxxx XX 00000 PUD 234380 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2.15 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 164000 956.67 360 358 6.75 0 0 0.25 7 XXXXXX XX 00000 Single Family 164000 20060501 80 No MI 1.00E+17 2.25 20110401 13 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G02 292800 1586.00 360 359 6.25 0 0 0.25 6.5 XXXXXXXXX XX 00000 Single Family 292800 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 145600 940.33 360 358 7.5 0 0 0.25 7.75 XXXXXX XX 00000 Condominium 145600 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G03 206800 1292.50 360 358 7.125 0 0 0.375 7.5 Xxxxxxxx XX 00000 Condominium 206800 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 328000 1845.00 360 358 6.375 0 0 0.375 6.75 Xxxxxx Xxxx Xxxxxx XX 00000 PUD 328000 20060501 61.31000137 No MI 1.00E+17 2.25 20110401 12.75 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G01 158000 806.46 360 359 5.875 0 0 0.25 6.125 BRICK NJ 8724 PUD 158000 20060601 67.51999664 No MI 1.00E+17 2.25 20110501 11.125 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GIII G02 360000 2025.00 360 359 6.5 0 0 0.25 6.75 XXXXX XXXXXX XX 00000 Single Family 360000 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G01 103501.7 637.88 360 359 6 0 0 0.25 6.25 XXXXXXXXXXXXXX XX 00000 Single Family 103600 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
GII G02 224800 1194.25 360 356 6 0 0 0.375 6.375 Xxxxxxxxx XX 00000 PUD 224800 20060301 80 No MI 1.00E+17 2.25 20110201 12.375 2 2 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GII G03 131000 777.81 360 358 6.75 0 0 0.375 7.125 Xxxx XX 00000 Townhouse 131000 20060501 73.59999847 No MI 1.00E+17 2.25 20110401 12.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 111200 660.25 360 359 6.75 0 0 0.375 7.125 XXXXXXXXXX XX 00000 Single Family 111200 20060601 80 No MI 1.00E+17 2.25 20110501 12.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 94760 671.22 360 359 8.125 0 0 0.375 8.5 XXXXXX XX 00000 PUD 94760 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GI G03 238000 1462.71 360 359 7 0 0 0.375 7.375 XXXXXXXX XX 00000 PUD 238000 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 172725 1097.52 360 359 7.25 0 0 0.375 7.625 Xxxx Xxxxxx XX 00000 PUD 172725 20060601 70 No MI 1.00E+17 2.25 20110501 12.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 178400 1170.75 360 359 7.5 0 0 0.375 7.875 Walla Xxxxx XX 00000 Single Family 178400 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G03 116102 713.54 360 358 7 0 0 0.375 7.375 Xxxx Xxxxx XX 00000 PUD 116102 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 146400 808.25 360 358 6.375 0 0 0.25 6.625 XXXXXXXXX XX 00000 PUD 146400 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 1.875 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G01 250816.08 1593.77 360 358 6.635 0.74 0 0.25 7.625 XXXXXXX XX 00000 PUD 250828.5 20060501 95 GE Capital MI 1.00E+17 3.25 20110401 12.625 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 175688.58 1126.95 360 358 6.375 0 0 0.25 6.625 XXXXX XX 00000 Single Family 176000 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 2.26 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GI G03 399458.33 2455.00 360 358 7 0 0 0.375 7.375 Xxxxxx XX 00000 Single Family 400000 20060501 54.79000092 No MI 1.00E+17 2.25 20110401 12.375 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 136359.95 767.02 360 358 6.5 0 0 0.25 6.75 XXXXXXX XXX XX 00000 Condominium 136360 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 176200 1046.19 360 359 6.875 0 0 0.25 7.125 XXXXXXXXX XX 00000 PUD 176200 20060601 74.98000336 No MI 1.00E+17 2.25 20110501 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 63886.3 458.50 360 358 7.375 0 0 0.375 7.75 XXXXXXXXX XX 00000 Single Family 64000 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GIII G02 200000 1104.17 360 358 6.375 0 0 0.25 6.625 XXXXX XX 00000 PUD 200000 20060501 75.47000122 No MI 1.00E+17 2.25 20110401 11.625 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 335750 1958.54 360 358 6.48 0.27 0 0.25 0 XXXX XXXXX XXXXXX XX 00000 Single Family 335750 20060501 85 PMI 1.00E+17 2.75 20110401 13 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 363065 2080.06 360 359 6.625 0 0 0.25 6.875 XXXXXXXXX XX 00000 Single Family 363065 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2.23 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 235600 1178.00 360 358 5.75 0 0 0.25 6 XXXXXXXX XX 00000 Single Family 235600 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G03 209600 1288.17 360 359 7 0 0 0.375 7.375 Xxxxxx Xxxx XX 00000 Single Family 209600 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 2 1 First Lien Y 60 No_PP 360 60 N 20360501 AFL2
GIII G02 124990 768.17 360 358 7.125 0 0 0.25 7.375 XXXXXX XX 00000 Condominium 125000 20060501 78.12999725 No MI 1.00E+17 2.25 20110401 12.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 146320 746.84 360 359 5.875 0 0 0.25 6.125 XXXXX XX 00000 PUD 146320 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G02 156750 947.03 360 358 7 0 0 0.25 7.25 XXXXXXXXXX XX 00000 Single Family 156750 20060501 75 No MI 1.00E+17 2.25 20110401 12.25 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 189200 1202.21 360 358 7.25 0 0 0.375 7.625 Xxxxxx XX 00000 2-4 Family 189200 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 199919.69 1062.08 360 359 6.125 0 0 0.25 6.375 XXXXXXXXXXXXXXX XX 00000 Single Family 199920 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GI G02 236350 1575.67 360 360 7.625 0 0 0.375 8 XXXX XX 00000 PUD 236350 20060701 79.98999786 No MI 2.25 20110601 13 2 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GIII G01 256000 1333.33 360 359 6 0 0 0.25 6.25 XXXXXXXXXX XX 00000 PUD 256000 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 Xxxxx Xxxx X 000 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 260000 1625.00 360 358 7.25 0 0 0.25 7.5 XXXXXXX XX 00000 PUD 260000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G03 428960 2144.80 360 355 5.625 0 0 0.375 6 Xxxxxxxx Xxxxx XX 00000 Single Family 428960 20060201 80 No MI 1.00E+17 2.25 20110101 11 2 1 First Lien Y 120 No_PP 360 60 N 20360101 AFL2
GIII G02 201600 1092.00 360 359 6.25 0 0 0.25 6.5 XXXX XX 00000 PUD 201600 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G01 573930 3288.14 360 359 6.5 0 0 0.375 6.875 XXXXXXXX XX 00000 Single Family 573930 20060601 70 No MI 1.00E+17 2.375 20080501 11.875 2 1 First Lien Y 120 No_PP 360 24 N 20360501 AFL2
GI G03 138750 867.19 360 359 7.125 0 0 0.375 7.5 XXXXX XX 00000 PUD 138750 20060601 75 No MI 1.00E+17 2.25 20110501 12.5 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GII G02 308000 1764.58 360 358 6.5 0 0 0.375 6.875 XXXXXXX XX 00000 PUD 308000 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G02 348800 2289.00 360 359 7.5 0 0 0.375 7.875 XXXXXXXXXXX XX 00000 Single Family 348800 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GII G03 650000 3723.96 360 359 6.5 0 0 0.375 6.875 XXX XXXXXXX XX 00000 Single Family 650000 20060601 74.29000092 No MI 1.00E+17 2.25 20110501 12.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 198750 1366.41 360 359 7.875 0 0 0.375 8.25 XXXXXXX XX 00000 PUD 198750 20060601 75 No MI 1.00E+17 2.25 20110501 13.25 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GII G03 528632 3193.82 360 358 6.875 0 0 0.375 7.25 XXXXXXXXXX XX 00000 Single Family 528632 20060501 80 No MI 2.25 20110401 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 108000 708.75 360 359 7.5 0 0 0.375 7.875 Xxxxxxxxx XX 00000 Single Family 108000 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G02 312800 1889.83 360 359 7 0 0 0.25 7.25 XXXXXXXXX XXXXX XX 00000 PUD 312800 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GII G03 488800 2647.67 360 358 6.125 0 0 0.375 6.5 XXXXXXXXX XX 00000 Single Family 488800 20060501 65 No MI 1.00E+17 2.25 20110401 11.5 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 121600 620.67 360 360 5.75 0 0 0.375 6.125 XXXXXXXXX XX 00000 Condominium 121600 20060701 80 No MI 1.00E+17 2.25 20110601 11.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GIII G02 155820 892.72 360 358 6.625 0 0 0.25 6.875 XXXXX XXXXXXX XX 00000 Condominium 155920 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 117600 771.75 360 358 7.625 0 0 0.25 7.875 XXXXXXXXXX XXXXXXX XX 00000 Single Family 117600 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 127200 662.50 360 359 6 0 0 0.25 6.25 XXXXXXXX XX 00000 Single Family 127200 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G03 1400000 8020.83 360 357 6.5 0 0 0.375 6.875 Xxx Xxxxx XX 00000 Single Family 1400000 20060401 70 No MI 2.25 20110301 11.875 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 290200 2025.35 360 358 8 0 0 0.375 8.375 Xxxxxxxx XX 00000 PUD 290200 20060501 79.98000336 No MI 2.25 20110401 13.375 2 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GIII G02 156000 877.50 360 358 6.5 0 0 0.25 6.75 XXXXXXXXXXXXX XX 00000 PUD 156000 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 234532 1539.12 360 354 7.5 0 0 0.375 7.875 XXXXXXX XX 00000 Condominium 234532 20060101 80 No MI 1.00E+17 2.25 20101201 12.875 2 1 First Lien Y 120 No_PP 360 60 N 20351201 AFL2
GIII G01 342400 1640.67 360 359 5.5 0 0 0.25 5.75 XXXXXXXXX XX 00000 Single Family 342400 20060601 80 No MI 1.00E+17 2.25 20110501 10.75 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 115500 709.84 360 360 7 0 0 0.375 7.375 Xxxxxxx XX 00000 Single Family 115500 20060701 70 No MI 1.00E+17 2.25 20110601 12.375 2 1 First Lien Y 60 No_PP 360 60 N 20360601 AFL2
GIII G03 179100 932.81 360 358 6 0 0 0.25 6.25 XXXXXXXXXX XX 0000 Condominium 179250 20060501 75 No MI 1.00E+17 2.25 20110401 11.25 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 143284.92 815.35 360 358 5.25 0 0 0.25 5.5 XXXXXX XXXXXXXX XX 00000 PUD 143600 20060501 64.38999939 No MI 1.00E+17 2.25 20110401 10.5 2 2 First Lien N 0 No_PP 360 60 N 20360401 ADN1
GII G02 111920 641.21 360 358 6.5 0 0 0.375 6.875 XXXXXX XX 00000 Single Family 111920 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 191883.69 1476.31 360 359 8.125 0 0 0.375 8.5 XXXXX XX 00000 PUD 192000 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 1.875 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
GI G02 127545.17 956.59 360 354 8.625 0 0 0.375 9 Xxxxxx XX 00000 Single Family 127612 20060101 70 No MI 1.00E+17 2.25 20101201 14 1.875 1 First Lien Y 120 No_PP 360 60 N 20351201 AFL2
GIII G02 358000 1901.88 360 358 6.125 0 0 0.25 6.375 XXXXXXX XX 00000 Condominium 358000 20060501 80 No MI 1.00E+17 2.25 20110401 11.375 1.875 2 Xxxxx Xxxx X 000 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 114000 617.50 360 359 6.25 0 0 0.25 6.5 XXXXXX XXXX XX 00000 Single Family 114000 20060601 72.61000061 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 108800 702.67 360 358 7.5 0 0 0.25 7.75 XXXXXXXX XXXX XX 00000 PUD 108800 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GIII G01 109393.58 665.33 360 359 5.875 0 0 0.25 6.125 XXXXXXX XX 00000 Single Family 109500 20060601 75 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
GI G03 125643 785.27 360 359 7.125 0 0 0.375 7.5 XXXXX XX 00000 PUD 125643 20060601 75 No MI 1.00E+17 2.25 20110501 12.5 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 119200 794.67 360 359 7.625 0 0 0.375 8 Xxxxxxxxx XX 00000 Single Family 119200 20060601 80 No MI 1.00E+17 2.25 20110501 13 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
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GI G02 82320 540.23 360 358 7.5 0 0 0.375 7.875 Xxxxxxxxxxx XX 00000 Single Family 82320 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G01 509950 3027.83 360 357 6.75 0 0 0.375 7.125 XXXXXXXXXX XX 00000 Single Family 509950 20060401 79.98999786 No MI 1.00E+17 2.375 20080301 12.125 1.875 1 First Lien Y 120 No_PP 360 24 N 20360301 AFL2
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GI G02 108000 731.25 360 359 7.75 0 0 0.375 8.125 Xxxxxxx XX 00000 Single Family 108000 20060601 80 No MI 1.00E+17 2.25 20110501 13.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G03 195000 1178.12 360 359 6.875 0 0 0.375 7.25 Xxxxxx Xxxxx XX 00000 Single Family 195000 20060601 75 No MI 1.00E+17 2.25 20110501 12.25 1.875 1 First Lien Y 60 No_PP 360 60 N 20360501 AFL2
GII G02 233300 1312.31 360 358 6.375 0 0 0.375 6.75 Xxxx Xxxxx XX 00000 PUD 233300 20060501 65 No MI 2.25 20110401 11.75 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 187866 1154.59 360 358 7 0 0 0.375 7.375 Xxxxxxx XX 00000 Condominium 187866 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GI G02 347821.9 2427.51 360 358 8 0 0 0.375 8.375 XXXXX XX 00000 Single Family 348000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 200000 1187.50 360 358 6.75 0 0 0.375 7.125 Xxxxxxx XX 00000 Condominium 200000 20060501 64.51999664 No MI 1.00E+17 2.25 20110401 12.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 XXXX
GII G03 600000 3250.00 360 358 6.125 0 0 0.375 6.5 Xxx Xxxxxxxxx XX 00000 2-4 Family 600000 20060501 52.16999817 No MI 1.00E+17 2.25 20110401 11.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 171200 1105.67 360 358 7.375 0 0 0.375 7.75 Xxxxxxxxxx XX 00000 Single Family 171200 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G03 101600 624.42 360 358 7 0 0 0.375 7.375 Xxxxxx XX 00000 Single Family 101600 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 417000 2258.75 360 358 6.125 0 0 0.375 6.5 XXXXXXX XX 00000 PUD 417000 20060501 79.02999878 No MI 1.00E+17 2.25 20110401 11.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 178712 1023.87 360 358 6.5 0 0 0.375 6.875 XXXXXXXXXXXX XX 00000 PUD 178712 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 197768 1091.85 360 358 6.25 0 0 0.375 6.625 XXXXXXX XX 00000 PUD 197768 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 175400 1132.79 360 358 7.375 0 0 0.375 7.75 Xxxxxxxx XX 00000 Single Family 175400 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2.5 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G03 328350 2052.19 360 357 7.125 0 0 0.375 7.5 XXXXXXXX XX 00000 PUD 328350 20060401 79.98999786 No MI 1.00E+17 2.25 20110301 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 150016 968.85 360 357 7.375 0 0 0.375 7.75 XXXXXXXXX XX 00000 PUD 150016 20060401 80 No MI 1.00E+17 2.25 20110301 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G02 345491 2015.36 360 355 6.625 0 0 0.375 7 Xxxxxxxx Xxxx XX 00000 Single Family 345491 20060201 79.08000183 No MI 1.00E+17 2.25 20110101 12 1.875 1 First Lien Y 60 No_PP 360 60 N 20360101 AFL2
GII G02 152800 891.33 360 357 6.625 0 0 0.375 7 XXXXXX XX 00000 Single Family 152800 20060401 80 No MI 1.00E+17 2.25 20110301 12 1.875 2 First Lien Y 60 No_PP 360 60 N 20360301 AFL2
GII G02 249318.31 1580.17 360 357 6.125 0 0 0.375 6.5 Xxxxxxx XX 00000 Single Family 250000 20060401 48.09999847 No MI 1.00E+17 2.25 20110301 12.5 1.875 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GII G02 239748 1373.56 360 357 6.5 0 0 0.375 6.875 Xxxxxxxxxxxx XX 00000 PUD 239748 20060401 80 No MI 1.00E+17 2.75 20110301 12.875 1.875 2 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G02 272000 1955.00 360 360 8.25 0 0 0.375 8.625 XXXX XX 00000 Single Family 272000 20060701 80 No MI 1.00E+17 2.25 20110601 13.625 2.375 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GII G02 147750.62 972.25 360 358 6.5 0 0 0.375 6.875 Knob Xxxxxx XX 00000 2-4 Family 148000 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GI G03 208000 1300.00 360 360 7.125 0 0 0.375 7.5 XXXXXXXXXXXX XX 00000 Condominium 208000 20060701 80 No MI 1.00E+17 2.25 20110601 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 221250 1567.19 360 360 8.125 0 0 0.375 8.5 XXXXXXXX XX 00000 PUD 221250 20060701 75 No MI 1.00E+17 2.25 20110601 13.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G01 110776.76 784.64 360 359 7.375 0 0 0.25 7.625 XXXXXXXXX XX 00000 Condominium 110857 20060601 80 No MI 1.00E+17 2.25 20110501 12.625 1.875 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
GI G02 120000 787.50 360 358 7.5 0 0 0.375 7.875 Xxxxxxxxxxxx XX 00000 2-4 Family 120000 20060501 80 No MI 3.75 20080401 12.875 1.875 1 First Lien Y 120 Prepay 360 24 N 20360401 AFL2
GIII G01 130000 636.46 360 358 5.625 0 0 0.25 5.875 XXXXXXXX XX 00000 Single Family 130000 20060501 79.45999908 No MI 1.00E+17 2.25 20110401 10.875 3.375 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 319200 1828.75 360 358 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 PUD 319200 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G03 825000 5156.25 360 358 7.125 0 0 0.375 7.5 XXXXXXXXXXXX XX 00000 Single Family 825000 20060501 75 No MI 1.00E+17 2.25 20110401 12.5 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 170187.44 1295.16 360 358 8 0 0 0.375 8.375 Xxxxxxx XX 00000 Single Family 170400 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GIII G01 182000 758.33 360 359 4.75 0 0 0.25 5 XX XXXXX XX 00000 Single Family 182000 20060601 26.95999908 No MI 1.00E+17 2.25 20110501 10 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 116000 664.58 360 358 6.625 0 0 0.25 6.875 XXXXXXX XXXX XX 00000 Condominium 116000 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G01 432000 2745.00 360 359 7.25 0 0 0.375 7.625 XXXX XXXXX XX 00000 Single Family 432000 20060601 80 No MI 1.00E+17 2.25 20110501 9.875 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 113750 734.64 360 358 7.375 0 0 0.375 7.75 Xxxxxxxxxx XX 00000 Condominium 113750 20060501 65 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GI G02 84800 591.83 360 357 8 0 0 0.375 8.375 Xxxxxx XX 00000 PUD 84800 20060401 80 No MI 1.00E+17 2.25 20110301 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GIII G02 251920 1364.57 360 359 6.25 0 0 0.25 6.5 XXXXX XX 00000 PUD 251920 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 167836.71 1020.79 360 359 5.875 0 0 0.25 6.125 XXXXXXXXXXX XX 00000 Single Family 168000 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G03 151200 1071.00 360 360 8.125 0 0 0.375 8.5 XXXXXXXX XX 00000 Single Family 151200 20060701 80 No MI 1.00E+17 2.25 20110601 13.5 2 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GIII G02 161237 923.75 360 358 6.625 0 0 0.25 6.875 XXXXXXXXX XX 00000 PUD 161337 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G02 141600 914.50 360 357 7.375 0 0 0.375 7.75 Xxxxxx XX 00000 Single Family 141600 20060401 80 No MI 1.00E+17 2.25 20110301 12.75 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G02 399898.77 2124.46 360 358 6 0 0 0.375 6.375 Xxxxxxxxxxx XX 00000 PUD 400000 20060501 80 No MI 1.00E+17 2.25 20110401 11.375 1.875 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GI G01 200011 1250.07 360 358 7.25 0 0 0.25 7.5 XXXXXXXXX XX 00000 PUD 200011 20060501 90 United Guaranty 1.00E+17 2.25 20110401 12.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 156000 1121.25 360 360 8.25 0 0 0.375 8.625 Xxxxxxxxx XX 00000 Single Family 156000 20060701 80 No MI 2.25 20110601 13.625 2 1 First Lien Y 60 Prepay 360 60 N 20360601 AFL2
GIII G02 176000 1026.67 360 358 6.75 0 0 0.25 7 XXXXX XX 00000 Condominium 176000 20060501 79.27999878 No MI 1.00E+17 2.25 20110401 12 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 136000 750.83 360 359 6.375 0 0 0.25 6.625 XXXXXXX XXXXX XX 00000 Condominium 136000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 284000 1567.92 360 359 6.375 0 0 0.25 6.625 XXXXXX XX 00000 Single Family 284000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GIII G02 356000 1928.33 360 359 6.25 0 0 0.25 6.5 XXXXXXX XX 00000 PUD 356000 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G01 119120 756.91 360 358 7.375 0 0 0.25 7.625 XXXXXXXXX XX 00000 Condominium 119120 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GIII G02 109200 705.25 360 358 7.5 0 0 0.25 7.75 XXXXXXX XX 00000 Condominium 109200 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 131920 865.73 360 358 7.625 0 0 0.25 7.875 XXXXXXXXX XX 00000 Condominium 131920 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G01 82320 505.93 360 358 7.125 0 0 0.25 7.375 XXXXXXX XXXXX XX 00000 Condominium 82320 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GII G02 101600 550.33 360 358 6.125 0 0 0.375 6.5 Xxxxxxxx XX 00000 Single Family 101600 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 120000 700.00 360 358 6.625 0 0 0.375 7 Xxxxxxx XX 00000 Single Family 120000 20060501 80 No MI 1.00E+17 2.25 20110401 12 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GIII G02 304000 1963.33 360 359 7.5 0 0 0.25 7.75 XXXXXXXXXXX XX 00000 Single Family 304000 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 364500 2050.31 360 359 6.5 0 0 0.25 6.75 XXXXXX XXXXXX XX 00000 Single Family 364500 20060601 79.98999786 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 134000 851.46 360 359 7.25 0 0 0.375 7.625 XXXXXXXX XX 00000 Single Family 134000 20060601 80 No MI 1.00E+17 2.25 20110501 12.625 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G02 150720 894.90 360 358 6.875 0 0 0.25 7.125 XXXXXXXX XX 00000 Condominium 150720 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 148000 755.42 360 359 5.875 0 0 0.25 6.125 XXXXXXXXXX XX 00000 Single Family 148000 20060601 32.16999817 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G03 308000 1828.75 360 358 6.75 0 0 0.375 7.125 XXXXXXXXXXX XX 00000 Townhouse 308000 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 151743 1027.43 360 356 7.75 0 0 0.375 8.125 XXXXXXX XX 00000 PUD 151743 20060301 80 No MI 2.25 20110201 13.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GI G02 148792 945.45 360 357 7.25 0 0 0.375 7.625 XXXXXXX XX 00000 PUD 148792 20060401 80 No MI 1.00E+17 2.25 20110301 12.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G02 180550 996.79 360 357 6.25 0 0 0.375 6.625 XXXXXXX XX 00000 PUD 180550 20060401 79.98000336 No MI 1.00E+17 2.25 20110301 11.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 368000 2453.33 360 358 7.625 0 0 0.375 8 XXXXXXX XX 00000 PUD 368000 20060501 80 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G03 571999.13 3277.08 360 358 6.5 0 0 0.375 6.875 Xxxxxx XX 00000 Condominium 572000 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 93936 655.59 360 358 8 0 0 0.375 8.375 Xxxxxxx XX 00000 2-4 Family 93936 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GI G02 193200 1288.00 360 358 7.625 0 0 0.375 8 Xxxxxxx XX 00000 2-4 Family 193200 20060501 70 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 277300 1993.09 360 359 8.25 0 0 0.375 8.625 Xxxxxx XX 00000 PUD 277300 20060601 74.98999786 No MI 1.00E+17 2.25 20110501 13.625 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GIII G01 259000 1402.92 360 358 5.86 0.39 0 0.25 6.5 XXXX X XXXXX XX 00000 PUD 259000 20060501 89.33999634 Republic MIC 1.00E+17 2.75 20110401 11.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G01 590400 4120.50 360 360 8 0 0 0.375 8.375 XXXXXXXX XXXXX XX 00000 Single Family 590400 20060701 80 No MI 1.00E+17 2.25 20110601 14.375 2.11 2 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GIII G02 180000 1106.25 360 359 7.125 0 0 0.25 0.000 XX XXXXXXXXXX XX 00000 Single Family 180000 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 343999.17 1899.17 360 359 6.375 0 0 0.25 6.625 XXXXXX XX 00000 Condominium 344000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G02 84990 451.51 360 359 6.125 0 0 0.25 6.375 XXXXXXX XX 00000 Condominium 84990 20060601 68 No MI 1.00E+17 2.25 20110501 12.375 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GI G01 596000 4097.50 360 358 7.875 0 0 0.375 8.25 XXXXXXXXX XX 00000 Townhouse 596000 20060501 80 No MI 1.00E+17 2.25 20110401 13.25 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 71205.71 541.56 360 359 8 0 0 0.375 8.375 XxXxxxx XX 00000 Condominium 71250 20060601 75 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien N 0 Prepay 360 60 N 20360501 XXXX
GIII G02 353610 2246.90 360 359 7.375 0 0 0.25 7.625 XXXXXX XX 00000 Condominium 353610 20060601 90 Mortgage Guaranty In 1.00E+17 2.25 20110501 12.625 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 361800 1997.44 360 358 5.885 0.49 0 0.25 6.625 XXXXXXXX XX 00000 Single Family 361800 20060501 90 Republic MIC 1.00E+17 2.875 20110401 11.625 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G03 376000 2310.83 360 360 7 0 0 0.375 7.375 XXXXXX XX 00000 PUD 376000 20060701 80 No MI 1.00E+17 2.25 20110601 12.375 2.135 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GII G02 277776 1591.43 360 359 6.5 0 0 0.375 6.875 Xxxx Xxxxx XX 00000 Condominium 277776 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 2 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 291000 2091.56 360 359 8.25 0 0 0.375 8.625 Xxxxxx XX 00000 PUD 291000 20060601 75 No MI 1.00E+17 2.25 20110501 13.625 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GII G01 189000 1023.75 360 358 6.125 0 0 0.375 6.5 Xxxxxx XX 00000 Single Family 189000 20060501 75 No MI 1.00E+17 2.25 20090401 12.5 1.875 1 First Lien Y 120 No_PP 360 36 N 20360401 AFL2
GII G03 224379 1332.25 360 357 6.75 0 0 0.375 7.125 Xxxxxx XX 00000 Condominium 224379 20060401 90 GE Capital MI 1.00E+17 2.25 20110301 13.125 1.875 2 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GIII G01 183412 955.27 360 359 6 0 0 0.25 6.25 XXXXXX XXXX XX 00000 PUD 183412 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GII G03 394500 2342.34 360 358 6.75 0 0 0.375 7.125 XXX XXXXX XX 00000 Single Family 394500 20060501 64.98999786 No MI 1.00E+17 2.25 20110401 12.125 2 1 First Lien Y 120 No_PP 360 60 N 20360401 XXXX
GI G02 87920 613.61 360 359 8 0 0 0.375 8.375 Xxxxxxxxxx XX 00000 Condominium 87920 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GIII G02 142720 787.93 360 358 6.375 0 0 0.25 6.625 XXXXX XX 00000 Condominium 142720 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 95741 638.27 360 357 7.625 0 0 0.375 8 XXXXXXXX XX 00000 Single Family 95741 20060401 80 No MI 1.00E+17 2.25 20110301 13 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 277598 1792.82 360 357 7.375 0 0 0.375 7.75 XXXXX XXXXXXXXX XX 00000 PUD 277598 20060401 80 No MI 1.00E+17 2.25 20110301 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G01 284750 1779.69 360 357 7.125 0 0 0.375 7.5 Xxxxx XX 00000 Single Family 284750 20060401 79.98999786 No MI 1.00E+17 2.25 20090301 13.5 1.875 1 First Lien Y 120 No_PP 360 36 N 20360301 AFL2
GI G02 50001 338.55 360 355 7.75 0 0 0.375 8.125 Xxxxxxxxxx XX 00000 Single Family 50001 20060201 18.31999969 No MI 1.00E+17 2.25 20110101 13.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360101 AFL2
GII G03 135748 820.14 360 357 6.875 0 0 0.375 7.25 XXXXXXX XX 00000 PUD 135748 20060401 80 No MI 1.00E+17 2.25 20110301 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G02 283992 1656.62 360 359 6.625 0 0 0.375 7 Xxxxxxx XX 00000 PUD 283992 20060601 80 No MI 1.00E+17 2.25 20110501 13 1.875 2 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 382400 2668.83 360 359 8 0 0 0.375 8.375 Xxxxxxxx XX 00000 Condominium 382400 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 Xxxxx Xxxx X 000 Xx_XX 000 00 X 00000000 XXXX
XXXX G01 280165.39 1459.26 360 359 6 0 0 0.25 6.25 XXXXX XXXXXXX XX 00000 PUD 280177 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 116910 645.44 360 358 6.375 0 0 0.25 6.625 XXXXX XXXX XX 00000 Condominium 116910 20060501 90 Radian Guaranty 1.00E+17 2.25 20110401 11.625 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G02 192000 1040.00 360 358 6.125 0 0 0.375 6.5 Xxxxx XX 00000 Single Family 192000 20060501 80 No MI 1.00E+17 2.375 20080401 11.5 2 1 First Lien Y 120 No_PP 360 24 N 20360401 AFL2
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GII G03 58500 353.44 360 360 6.875 0 0 0.375 7.25 XXXXXXX XX 00000 Single Family 58500 20060701 65 No MI 1.00E+17 2.25 20110601 12.25 2 1 First Lien Y 60 Prepay 360 60 N 20360601 AFL2
GI G01 59260.85 419.76 360 358 8.125 0 0 0.375 8.5 XXXXXXXXXXXX XX 00000 Single Family 59310 20060501 90 No MI 1.00E+17 2.25 20130401 13.5 1.875 1 First Lien Y 120 Prepay 360 84 N 20360401 AFL2
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GII G02 216000 1237.50 360 357 6.5 0 0 0.375 6.875 Xxxxxx XX 00000 Condominium 216000 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 2 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G02 348000 1848.75 360 359 6.125 0 0 0.25 6.375 XXXXXXXXXX XX 00000 Single Family 348000 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 103992 725.78 360 358 8 0 0 0.375 8.375 XXXX XXXXX XX 00000 Townhouse 103992 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 192750 1204.69 360 357 7.125 0 0 0.375 7.5 Xxxxxxxxxxx XX 0000 Single Family 192750 20060401 79.65000153 No MI 1.00E+17 2.25 20110301 13.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G03 130100 799.57 360 358 7 0 0 0.375 7.375 Xxxxxxxx XX 00000 Single Family 130100 20060501 74.98999786 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G01 336000 2100.00 360 359 7.25 0 0 0.25 7.5 XXXXXXXX XX 00000 Condominium 336000 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
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GIII G02 396000 2516.25 360 359 7.375 0 0 0.25 7.625 XXXXXX XXXXXX XX 00000 Single Family 396000 20060601 80 No MI 1.00E+17 2.25 20110501 12.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 143960 809.78 360 357 6.375 0 0 0.375 6.75 Xxxxxxxxx XX 00000 PUD 143960 20060401 80 No MI 1.00E+17 2.25 20110301 11.75 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 139192 913.45 360 357 7.5 0 0 0.375 7.875 Xxxxxxxx XX 00000 Single Family 139192 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 131613.36 944.23 360 358 7.375 0 0 0.375 7.75 Xxxxxxxx XX 00000 PUD 131800 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GII G02 349894.95 1931.71 360 357 6.25 0 0 0.375 6.625 Xxxxxxxx XXXX XX 00000 Condominium 349948 20060401 80 No MI 2.25 20110301 12.625 1.875 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G02 126660 725.66 360 357 6.5 0 0 0.375 6.875 Xxxx XX 00000 PUD 126660 20060401 80 No MI 1.00E+17 2.75 20110301 12.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G02 229150 1289.25 360 358 6.11 0.39 0 0.25 6.75 XXXXXXX XX 00000 Single Family 229245 20060501 89.90000153 Republic MIC 1.00E+17 2.75 20110401 11.75 2.375 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G01 167200 1079.83 360 358 7.5 0 0 0.25 7.75 XXXXXXXXX XX 00000 Single Family 167200 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2.11 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G03 279750 1719.30 360 358 7 0 0 0.375 7.375 N XXX XXXXX XX 00000 PUD 279750 20060501 74.98999786 No MI 1.00E+17 2.25 20110401 12.375 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 94430 659.04 360 359 8 0 0 0.375 8.375 Xx Xxxxxxx XX 00000 Townhouse 94430 20060601 70 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G03 248000 1291.67 360 359 6 0 0 0.25 6.25 XXXXXXX XX 00000 Condominium 248000 20060601 79.61000061 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 300000 1718.75 360 359 6.625 0 0 0.25 6.875 XXX XXXXX XX 00000 PUD 300000 20060601 77.91999817 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G02 199524 1039.19 360 357 5.875 0 0 0.375 6.25 XXXXXXX XX 00000 Single Family 199524 20060401 80 No MI 1.00E+17 2.25 20160301 11.25 2 1 First Lien Y 120 No_PP 360 120 N 20360301 AFL2
GI G03 131592 808.74 360 357 7 0 0 0.375 7.375 Xxxxx Xxxx XX 00000 Single Family 131592 20060401 80 No MI 1.00E+17 2.25 20110301 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G03 431920 2429.55 360 357 6.375 0 0 0.375 6.75 XXXXXX XX 00000 PUD 431920 20060401 80 No MI 1.00E+17 2.25 20110301 11.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G02 73200 396.50 360 359 6.25 0 0 0.25 6.5 XX XXXXXX XX 00000 Single Family 73200 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 284000 1804.58 360 359 7.25 0 0 0.375 7.625 XXXXXXXX XXXXXXX XX 00000 PUD 284000 20060601 80 No MI 1.00E+17 2.25 20110501 12.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G02 273000 2047.50 360 359 8.09 0.66 0 0.25 9 XXXXXXX XX 0000 2-4 Family 273000 20060601 84 United Guaranty 1.00E+17 3 20110501 14 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 367250 2065.78 360 358 6.375 0 0 0.375 6.75 XXX XXX XX 00000 Single Family 367250 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 2.09 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 209100 1093.75 360 359 6 0 0 0.25 6.25 XXXXXXXXXX XX 00000 Single Family 210000 20060601 76.36000061 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 291920 1550.83 360 359 6.125 0 0 0.25 6.375 XXXXX XXXXX XX 00000 Condominium 291920 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G02 252320 1445.58 360 357 6.5 0 0 0.375 6.875 XXXXXXX XX 00000 PUD 252320 20060401 78.23000336 No MI 1.00E+17 2.25 20110301 11.875 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 67862.2 498.96 360 357 7.625 0 0 0.375 8 XXXXXXXXX XX 00000 Single Family 68000 20060401 80 No MI 1.00E+17 2.25 20110301 13 1.875 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GI G02 144887.19 935.73 360 357 7.375 0 0 0.375 7.75 XXXXXXXXX XX 00000 PUD 144952 20060401 80 No MI 1.00E+17 2.25 20110301 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 144650 919.13 360 357 7.25 0 0 0.375 7.625 XXXXXXXXXXXXX XX 00000 PUD 144650 20060401 79.98000336 No MI 2.25 20110301 12.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G03 255920 1599.50 360 357 7.125 0 0 0.375 7.5 Xxxxxx XX 00000 PUD 255920 20060401 80 No MI 1.00E+17 2.25 20110301 12.5 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 135120 943.02 360 358 8 0 0 0.375 8.375 Xxxxx Xxxxxxx XX 00000 Condominium 135120 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 199200 1245.00 360 359 7.125 0 0 0.375 7.5 Lynn MA 1901 Condominium 199200 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 238400 1490.00 360 358 7.125 0 0 0.375 7.5 XXXXXX XX 00000 Single Family 238400 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 56000 367.50 360 357 7.5 0 0 0.375 7.875 Xxxxxxxx XX 00000 Single Family 56000 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G01 231319.84 1089.33 360 358 5.375 0 0 0.25 5.625 XXX XXXXX XX 00000 Condominium 232500 20060501 61.18000031 No MI 1.00E+17 2.25 20110401 11.625 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 144000 945.00 360 357 7.5 0 0 0.375 7.875 Xxxxxxxxxxx XX 00000 Condominium 144000 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G03 152560.88 1042.37 360 358 6.875 0 0 0.375 7.25 XXXXXXXXXXXXX XX 00000 Single Family 152800 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GII G03 478800 2793.00 360 359 6.625 0 0 0.375 7 Xxxxxx XX 00000 PUD 478800 20060601 80 No MI 1.00E+17 2.25 20110501 12 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GIII G02 80000 466.67 360 358 6.75 0 0 0.25 7 XXXX XXXX XX 00000 Single Family 80000 20060501 80 No MI 1.00E+17 2.25 20110401 12 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 343000 2250.94 360 358 7.5 0 0 0.375 7.875 Xxxxxxxx XX 00000 2-4 Family 343000 20060501 70 No MI 1.00E+17 2.25 20110401 12.875 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G01 223186.02 1186.02 360 359 5.545 0.58 0 0.25 6.375 XXXXXXXXX XX 00000 PUD 223250 20060601 95 YES 1.00E+17 3.125 20110501 11.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GI G01 975000 6906.25 360 360 8.125 0 0 0.375 8.5 Xxx Xxxx XX 00000 Single Family 975000 20060701 75 No MI 1.00E+17 2.25 20110601 13.5 2.295 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GII G02 356000 2039.58 360 358 6.5 0 0 0.375 6.875 Xxxxx Xxxxxx XX 00000 Single Family 356000 20060501 80 No MI 1000992-3060228005 2.25 20110401 11.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G03 124008 749.22 360 358 6.875 0 0 0.375 7.25 XXXX XXXXX XX 00000 PUD 124008 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GI G02 400000 2625.00 360 358 7.5 0 0 0.375 7.875 Xxxxxx XX 00000 Condominium 400000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 182746.43 1180.26 360 359 6.92 0.58 0 0.25 7.75 XXXXXXXXX XXXXX XX 00000 Single Family 182750 20060601 85 PMI 1.00E+17 3.125 20110501 12.75 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 93600 536.25 360 358 6.625 0 0 0.25 6.875 XXXXXX XX 00000 Single Family 93600 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2.295 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G03 183399.6 1286.00 360 357 7.125 0 0 0.375 7.5 Xxxxxxxxxx XX 00000 Condominium 183920 20060401 80 No MI 1.00E+17 2.25 20110301 12.5 2 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GI G02 80046.36 540.59 360 357 6.75 0 0 0.375 7.125 Xxxxxxx XX 00000 Condominium 80240 20060401 80 No MI 1.00E+17 2.375 20080301 12.125 1.875 1 First Lien N 0 No_PP 360 24 N 20360301 AFL2
GIII G01 373429.17 2064.46 360 359 5 0 0 0.25 5.25 XXXXXXXXX XX 00000 PUD 373858 20060601 51.65000153 No MI 1.00E+17 2.25 20110501 10.25 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G02 267200 1391.67 360 359 6 0 0 0.25 6.25 XXXXXXX XX 00000 PUD 267200 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G01 350000 1822.92 360 359 6 0 0 0.25 6.25 XXXX XXXXX XX 00000 Single Family 350000 20060601 64.80999756 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G01 195198 1016.66 360 359 6 0 0 0.25 6.25 XXXXXX XX 00000 Single Family 195198 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G03 56000 338.33 360 359 6.875 0 0 0.375 7.25 Xxxxxx XX 00000 Single Family 56000 20060601 80 No MI 1.00E+17 2.25 20110501 13.25 2 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 179000 1100.10 360 359 7 0 0 0.375 7.375 XXXXXXXXX XX 00000 Townhouse 179000 20060601 73.36000061 No MI 1.00E+17 2.25 20110501 12.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G02 208348 1128.55 360 359 6.25 0 0 0.25 6.5 XXXXXXXXX XX 00000 PUD 208348 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 344672.65 2124.22 360 359 6 0 0 0.25 6.25 XXXXXX XXXXXXX XX 00000 PUD 345000 20060601 78.05000305 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G02 100000 583.33 360 358 6.75 0 0 0.25 7 XXXXXXXXX XX 00000 Single Family 100000 20060501 69.19999695 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G02 188000 1077.08 360 359 6.5 0 0 0.375 6.875 Xxxxxx XX 00000 Single Family 188000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G01 997868.93 7164.12 360 357 7.375 0 0 0.375 7.75 Xxxx XX 00000 Single Family 1000000 20060401 76.91999817 No MI 1.00E+17 2.25 20110301 12.75 1.875 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GI G02 130975 859.52 360 357 7.5 0 0 0.375 7.875 Xxxxxx XX 00000 Single Family 130975 20060401 70 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GIII G02 213100 1220.89 360 359 6.625 0 0 0.25 6.875 XXXXXXX XXXX XX 00000 Single Family 213100 20060601 79.80999756 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G03 85609.89 516.29 360 342 5.5 0 0 0.375 5.875 Xxxxxxxxxx XX 00000 PUD 87280 20050101 80 No MI 1.00E+17 2.25 20091201 10.875 2 1 First Lien N 0 Prepay 360 60 N 20341201 AFL2
GIII G03 88400 460.42 360 358 6 0 0 0.25 6.25 XXXXXXX XX 00000 Condominium 88400 20060501 80 No MI 1.00E+17 2.25 20110401 11.25 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 307500 2146.09 360 358 8 0 0 0.375 8.375 Xxxxxx XX 00000 Single Family 307500 20060501 75 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G02 242400 1388.75 360 358 6.5 0 0 0.375 6.875 XXXXXXXXXXX XX 00000 Single Family 242400 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G01 348000 2102.50 360 359 7 0 0 0.25 7.25 XXXXXXXX XX 00000 Single Family 348000 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 304000 1741.67 360 359 6.625 0 0 0.25 6.875 XXXXXX XX 00000 Single Family 304000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GII G02 359121.65 2020.06 360 358 6.375 0 0 0.375 6.75 Xxxxxxx XX 00000 Single Family 359200 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 2 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GI G02 382500 2510.16 360 358 7.5 0 0 0.375 7.875 Xxxxx Xxxx XX 0000 2-4 Family 382500 20060501 75 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 190648.03 1191.55 360 359 7.125 0 0 0.375 7.5 Xxxxxxxx XX 00000 PUD 192000 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GIII G02 294800 1688.96 360 359 6.625 0 0 0.25 6.875 XXXXXX XXXXXX XX 00000 Single Family 294800 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G02 408000 2337.50 360 358 6.5 0 0 0.375 6.875 Xxxx Xxxxxx XX 00000 Single Family 408000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 191557 1237.14 360 358 7.375 0 0 0.375 7.75 Xxxxxxx XX 00000 Single Family 191557 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 279992 1779.12 360 359 7.375 0 0 0.25 7.625 XXXXXXXXX XX 00000 Single Family 279992 20060601 80 No MI 1.00E+17 2.25 20110501 12.625 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 127992 759.95 360 358 6.875 0 0 0.25 7.125 XXXXXXX XX 00000 PUD 127992 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G01 152651.49 928.43 360 359 5.875 0 0 0.25 6.125 XXXXXXXXXX XX 00000 Single Family 152800 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GII G03 645000 3762.50 360 359 6.625 0 0 0.375 7 XXXXX XX 00000 Single Family 645000 20060601 75 No MI 1.00E+17 2.25 20110501 12 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G01 242000 1487.29 360 358 7.125 0 0 0.25 7.375 PORTLAND ME 4103 Single Family 242000 20060501 72.23999786 No MI 1.00E+17 2.25 20110401 12.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 202132.62 1262.21 360 359 6.125 0 0 0.25 6.375 XXXXXXXX XX 0000 Single Family 202320 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G03 106800 734.25 360 360 7.875 0 0 0.375 8.25 XXXXXXXXX XX 00000 2-4 Family 106800 20060701 80 No MI 1.00E+17 2.25 20110601 13.25 2 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GI G01 109620 685.13 360 359 7.25 0 0 0.25 7.5 XXXXXXXX XX 00000 PUD 109620 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 95920 549.54 360 359 6.625 0 0 0.25 6.875 XXXXXX XX 00000 Single Family 95920 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 123816.87 909.13 360 359 7.625 0 0 0.375 8 XXXXXXXXXXX XX 00000 Single Family 123900 20060601 70 No MI 1.00E+17 2.25 20110501 13 2 1 First Lien N 0 Prepay 360 60 N 20360501 AFL2
GII G02 103040 558.13 360 360 6.125 0 0 0.375 6.5 Xxxxxx XX 00000 PUD 103040 20060701 79.31999969 No MI 1.00E+17 2.25 20110601 11.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GIII G02 97600 559.17 360 358 6.625 0 0 0.25 6.875 XXXXXX XX 00000 Single Family 97600 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G03 209600 1266.33 360 360 6.875 0 0 0.375 7.25 Xxxx XX 00000 PUD 209600 20060701 80 No MI 1.00E+17 2.25 20110601 12.25 2 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 110400 736.00 360 358 7.625 0 0 0.375 8 The Xxxxxxxxx XX 00000 PUD 110400 20060501 80 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 131888.75 838.04 360 357 7.25 0 0 0.375 7.625 Xxxxxxxx XX 00000 Single Family 132000 20060401 80 No MI 1.00E+17 2.25 20110301 13.625 1.875 2 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G02 171900 1199.72 360 358 8 0 0 0.375 8.375 XXXXXXXXX XX 00000 Townhouse 171900 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 14.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 85801.35 622.98 360 358 7.5 0 0 0.375 7.875 Xxxxxxx XX 00000 PUD 85920 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GIII G01 257000 1231.46 360 358 5.5 0 0 0.25 5.75 XXXXXXXXX XX 00000 Condominium 257000 20060501 63.13999939 No MI 1.00E+17 2.25 20110401 10.75 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 355000 1922.92 360 359 5.76 0.49 0 0.25 6.5 XX XXXXXX XX 00000 Single Family 355000 20060601 88.75 United Guaranty 1.00E+17 2.875 20110501 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 101636.67 738.99 360 356 7.5 0 0 0.375 7.875 Xxxxxxx XX 00000 PUD 101920 20060301 80 No MI 1.00E+17 2.25 20110201 12.875 2.135 1 First Lien N 0 Prepay 360 60 N 20360201 AFL2
GI G01 145418 924.01 360 357 7.25 0 0 0.375 7.625 Xxxxxxxxx XX 00000 Condominium 145418 20060401 75 No MI 1.00E+17 2.25 20110301 12.625 1.875 1 First Lien Y 60 Prepay 360 60 N 20360301 AFL2
GIII G02 360000 1912.50 360 359 6.125 0 0 0.25 6.375 XXX XXXX XX 00000 Single Family 360000 20060601 54.95999908 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 206533.71 1257.75 360 358 5.875 0 0 0.25 6.125 XXXXXXXX XX 00000 PUD 207000 20060501 78.70999908 No MI 1.00E+17 2.25 20110401 11.125 2 2 First Lien N 0 No_PP 360 60 N 20360401 ADN1
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GI G03 125150 782.19 360 359 7.125 0 0 0.375 7.5 Xxxxxxxxxxxx XX 00000 PUD 125150 20060601 79.98000336 No MI 1.00E+17 2.75 20110501 13.5 2 2 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 342750 2392.11 360 358 8 0 0 0.375 8.375 XXXXXX XX 00000 Single Family 342750 20060501 72.93000031 No MI 1.00E+17 2.25 20110401 13.375 2.375 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G01 292000 1490.42 360 358 5.875 0 0 0.25 6.125 XXXXXXX XX 00000 Single Family 292000 20060501 80 No MI 1.00E+17 2.25 20110401 11.125 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
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GIII G02 156000 926.25 360 358 6.875 0 0 0.25 7.125 XXXXX XXXXXXXXX XX 0000 Single Family 156000 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G01 190841.99 1337.25 360 358 7.25 0 0 0.25 7.5 XXXXXXXXXXXX XX 00000 Single Family 191250 20060501 75 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien N 0 No_PP 360 60 N 20360401 ADN1
GI G02 101185.43 760.66 360 359 7.875 0 0 0.375 8.25 XXXXXXXXXXXX XX 00000 Single Family 101250 20060601 75 No MI 1.00E+17 2.25 20110501 13.25 2 1 First Lien N 0 Prepay 360 60 N 20360501 AFL2
GIII G02 403412 2185.15 360 359 6.25 0 0 0.25 6.5 XXXXXXX XX 00000 Single Family 403412 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
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GIII G03 138392 720.79 360 358 6 0 0 0.25 6.25 XXXXXXX XX 00000 Condominium 138392 20060501 80 No MI 1.00E+17 2.25 20110401 11.25 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
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GI G02 318750 2224.61 360 358 8 0 0 0.375 8.375 Xxxxxx XX 00000 Single Family 318750 20060501 75 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 385234.12 2374.21 360 359 6 0 0 0.25 6.25 XXXXXXXX XX 00000 Single Family 385600 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
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GII G03 417500 2348.44 360 358 6.375 0 0 0.375 6.75 X Xxxx Xxxxx XX 00000 PUD 417500 20060501 64.23000336 No MI 1.00E+17 2.25 20110401 11.75 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G02 332500 2112.76 360 357 7.25 0 0 0.375 7.625 Xxx Xxxxxxx XX 00000 Single Family 332500 20060401 95 Republic MIC 1.00E+17 2.25 20110301 12.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G02 157500 853.13 360 358 6.25 0 0 0.25 6.5 XXXXXXXXXX XXXX XX 00000 Single Family 157500 20060501 70 No MI 1.00E+17 2.25 20110401 11.5 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 102200 574.88 360 358 6.5 0 0 0.25 6.75 XXX XXXXXXX XX 00000 PUD 102200 20060501 79.97000122 No MI 1.00E+17 2.25 20110401 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
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GII G02 183500 1051.30 360 359 6.5 0 0 0.375 6.875 Xxxxxxx XX 00000 PUD 183500 20060601 50.27000046 No MI 1.00E+17 2.25 20110501 12.875 2 2 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 285000 1989.06 360 358 8 0 0 0.375 8.375 XXXXXX XX 00000 Single Family 285000 20060501 75 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 217438.78 1426.94 360 357 7.5 0 0 0.375 7.875 XXXXX XXXXXX XX 00000 Single Family 217600 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 311250 2139.84 360 357 7.875 0 0 0.375 8.25 Xxx Xxxxx XX 00000 PUD 311250 20060401 75 No MI 1.00E+17 2.25 20110301 13.25 1.875 1 First Lien Y 60 Prepay 360 60 N 20360301 AFL2
GIII G02 208626.25 1339.85 360 358 6.375 0 0 0.25 6.625 XXXXXXXXXXXXXXX XX 00000 Single Family 209250 20060501 74.87000275 No MI 1.00E+17 2.25 20110401 11.625 1.875 2 First Lien N 0 No_PP 360 60 N 20360401 ADN1
GII G02 390650 2238.10 360 358 6.5 0 0 0.375 6.875 Xxxxxx XX 00000 Single Family 390650 20060501 65 No MI 1.00E+17 2.25 20110401 12.875 2 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G01 108560 667.19 360 358 7.125 0 0 0.25 7.375 XXXXXXX XX 00000 Single Family 108560 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
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GI G02 129500 849.84 360 358 7.5 0 0 0.375 7.875 Xxxx Xxx XX 00000 Single Family 129500 20060501 89.98999786 YES 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GIII G02 281200 1493.88 360 358 6.125 0 0 0.25 6.375 XXXXXXXXXXX XX 00000 Single Family 281200 20060501 80 No MI 1.00E+17 2.25 20110401 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 240000 1675.00 360 358 8 0 0 0.375 8.375 Xxxxxxxxxxx XX 00000 2-4 Family 240000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G02 88570.49 582.83 360 358 6.625 0 0 0.25 6.875 XXXXXXXXXX XX 00000 Single Family 88720 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 2 First Lien N 0 No_PP 360 60 N 20360401 ADN1
GIII G01 332000 1729.17 360 359 6 0 0 0.25 6.25 XXXXXXXXXXX XX 00000 PUD 332000 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GII G02 69200 403.67 360 359 6.625 0 0 0.375 7 Xxxxxxx XX 00000 Condominium 69200 20060601 80 No MI 1.00E+17 2.25 20110501 13 2 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 139716.36 1038.75 360 358 7.75 0 0 0.375 8.125 Xxxxxxxxxxx XX 00000 Single Family 139900 20060501 69.98000336 No MI 1.00E+17 2.25 20110401 13.125 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GI G02 243850 1574.86 360 357 7.375 0 0 0.375 7.75 Xxxxxxxx XX 00000 PUD 243850 20060401 79.98000336 No MI 1.00E+17 2.25 20110301 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GIII G02 180000 993.75 360 360 6.375 0 0 0.25 6.625 XXXXXXX XXXXX XX 00000 Single Family 180000 20060701 80 No MI 1.00E+17 2.25 20110601 11.625 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 138735 838.19 360 359 6.87 0.13 0 0.25 7.25 XXXXXXXX XX 00000 Single Family 138735 20060601 81.61000061 PMI 1.00E+17 2.625 20110501 12.25 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GII G02 300000 1625.00 360 358 6.125 0 0 0.375 6.5 Xxxxxx XX 00000 Townhouse 300000 20060501 54.04999924 No MI 2.25 20110401 11.5 2.245 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G03 353051 1838.81 360 359 6 0 0 0.25 6.25 XXXXXX XX 00000 PUD 353051 20060601 52.52999878 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 272540 1448.40 360 359 6.125 0 0 0.25 6.375 XXXXXX XXXXXX XX 00000 Condominium 272640 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 157250 900.91 360 358 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 Condominium 157250 20060501 79.86000061 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GII G03 101840 530.42 360 359 5.875 0 0 0.375 6.25 Xxxxxxxxx XX 00000 Single Family 101840 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 408800 2342.08 360 358 6.5 0 0 0.375 6.875 XXXXXXXX XXXXX XX 00000 PUD 408800 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G01 720000 4725.00 360 358 7.5 0 0 0.375 7.875 Xxx Xxxxx XX 00000 Single Family 720000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G02 91624 515.39 360 359 6.375 0 0 0.375 6.75 Prior Xxxx XX 00000 Condominium 91624 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 47600 337.17 360 360 8.125 0 0 0.375 8.5 XXXX XXXXX XX 00000 Single Family 47600 20060701 80 No MI 2.25 20110601 13.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G01 235548.76 1649.45 360 358 7.25 0 0 0.25 7.5 XXXXXXXX XX 00000 Condominium 235900 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 12.5 1.875 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GI G02 160250 1101.72 360 359 7.875 0 0 0.375 8.25 Xxxx Xxxxx XX 00000 Single Family 160250 20060601 79.98000336 No MI 1.00E+17 2.25 20110501 14.25 2 2 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G02 154400 965.00 360 359 7.25 0 0 0.25 7.5 XXXXXXXX XXXXX XX 00000 Condominium 154400 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 216000 1350.00 360 358 7.25 0 0 0.25 7.5 XXXXXXXXX XX 00000 Single Family 216000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GII G02 270000 1518.75 360 359 6.375 0 0 0.375 6.75 Xxxxxxxxx XX 00000 Single Family 270000 20060601 54 No MI 1.00E+17 2.25 20110501 11.75 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 169500 1077.03 360 359 7.25 0 0 0.375 7.625 Xxxx Xxxx Xxxx XX 00000 Single Family 169500 20060601 75 No MI 1.00E+17 2.25 20110501 12.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G03 224800 1381.58 360 359 7 0 0 0.375 7.375 Xxxxxxxxx XX 00000 Condominium 224800 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 1.875 1 First Lien Y 60 No_PP 360 60 N 20360501 AFL2
GI G01 874427.18 5647.34 360 358 7.375 0 0 0.375 7.75 Xxxxxxxxxx XX 00000 Single Family 875000 20060501 67.83000183 No MI 2.25 20110401 12.75 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G02 296250 2067.58 360 358 8 0 0 0.375 8.375 Xxxxxx XX 00000 Single Family 296250 20060501 75 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 319405.67 1996.38 360 358 6.125 0 0 0.25 6.375 XXX XXXXXXX XX 00000 Single Family 320000 20060501 80 No MI 1.00E+17 2.25 20110401 11.375 1.875 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GIII G02 74925 429.26 360 358 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 Condominium 74925 20060501 65.72000122 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G02 63920 497.16 360 360 8.25 0 0 0.375 8.625 XXXXXXX XX 00000 Single Family 63920 20060701 80 No MI 1.00E+17 2.25 20110601 13.625 2 1 First Lien N 0 Prepay 360 60 N 20360601 AFL2
GI G02 290000 1933.33 360 358 7.625 0 0 0.375 8 XXXXXX XXXXXX XX 0000 Single Family 290000 20060501 79.77999878 No MI 1.00E+17 2.25 20110401 13 1.875 1 Xxxxx Xxxx X 000 Xx_XX 000 00 X 00000000 XXXX
XXXX G02 407637.42 2612.47 360 359 6.375 0 0 0.25 6.625 XXXXXXXXXX XXXX XX 00000 PUD 408000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 1.875 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
GI G01 156000 975.00 360 357 7.25 0 0 0.25 7.5 XXXXXXXX XX 00000 Condominium 156000 20060401 48.75 No MI 1.00E+17 2.25 20110301 12.5 2 2 First Lien Y 60 No_PP 360 60 N 20360301 ADN1
GIII G02 343000 1929.38 360 359 6.5 0 0 0.25 6.75 XXXXX XXXXX XX 00000 Single Family 343000 20060601 66.47000122 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 208000 1300.00 360 358 7.125 0 0 0.375 7.5 XXX XXXXX XX 00000 Single Family 208000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GIII G01 130796.75 795.51 360 359 5.875 0 0 0.25 6.125 XXXXXX XXXX XX 00000 Single Family 130924 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GII G03 124000 749.17 360 359 6.875 0 0 0.375 7.25 Xxxxxx XX 00000 PUD 124000 20060601 80 No MI 1.00E+17 2.25 20110501 13.25 2 2 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 229152 1527.68 360 358 7.625 0 0 0.375 0 Xxxxx Xxxx Xxxxxxx XX 00000 PUD 229152 20060501 80 No MI 1.00E+17 2.75 20110401 14 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 125821.57 902.68 360 358 7.375 0 0 0.375 7.75 Xxxxx Xxxx XX 00000 Single Family 126000 20060501 70 No MI 1.00E+17 2.25 20110401 12.75 2.375 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GI G02 123200 808.50 360 360 7.5 0 0 0.375 7.875 XXXXXXXXXX XX 00000 Single Family 123200 20060701 80 No MI 1.00E+17 2.25 20110601 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G01 444000 3098.75 360 359 8 0 0 0.375 8.375 XXXX XXXXXXXX XX 00000 PUD 444000 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
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GII G03 379950 1899.75 360 358 5.625 0 0 0.375 6 Xxxx XX 00000 PUD 379950 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 12 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 148176 987.84 360 358 7.625 0 0 0.375 8 Xxxxxxxxx XX 00000 PUD 148176 20060501 80 No MI 1.00E+17 2.25 20110401 14 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 123819.3 670.69 360 358 6.125 0 0 0.375 6.5 Xxxxxx XX 00000 Condominium 124000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 185300 1042.31 360 358 6.375 0 0 0.375 6.75 Xxxx Xxxxx XX 00000 Condominium 185300 20060501 79.98999786 No MI 1.00E+17 2.75 20110401 12.75 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G03 303992 1899.95 360 358 7.125 0 0 0.375 7.5 Xxxxxxx XX 00000 Condominium 303992 20060501 80 No MI 1.00E+17 2.75 20110401 13.5 2.375 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G03 240800 1505.00 360 359 7.125 0 0 0.375 7.5 Xxxxxxxx XX 00000 Townhouse 240800 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 2.375 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 120000 762.50 360 359 7.25 0 0 0.375 7.625 XXXX XX 00000 Single Family 120000 20060601 80 No MI 1.00E+17 2.25 20110501 12.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G03 400000 2416.67 360 358 6.875 0 0 0.375 7.25 Xxxxxxxx Xxxx XX 00000 2-4 Family 400000 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 175000 1203.13 360 359 7.875 0 0 0.375 8.25 Xxxx Xxxxxx XX 00000 Single Family 175000 20060601 67.30999756 No MI 1.00E+17 2.25 20110501 14.25 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G03 126400 750.50 360 357 6.75 0 0 0.375 7.125 Xxxxxxxxxx XX 00000 PUD 126400 20060401 80 No MI 1.00E+17 2.75 20110301 13.125 1.875 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G01 988000 6689.58 360 359 7.75 0 0 0.375 8.125 Xxxxx Xxx Xxxxx XX 00000 Single Family 988000 20060601 80 No MI 1.00E+17 2.25 20110501 13.125 2.375 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GI G02 124400 855.25 360 358 7.875 0 0 0.375 8.25 Xxxxxxxxxxx XX 00000 Single Family 124400 20060501 80 No MI 1.00E+17 2.25 20110401 13.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 156392 879.71 360 358 6.375 0 0 0.375 6.75 Xxxxxxxxxxxx XX 00000 Condominium 156392 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G03 92950 580.94 360 359 7.125 0 0 0.375 7.5 Xxxxxxx XX 00000 Condominium 92950 20060601 65 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GI G02 86195 647.97 360 359 7.875 0 0 0.375 8.25 XXXXXXXX XX 00000 Single Family 86250 20060601 75 No MI 1.00E+17 2.25 20110501 13.25 1.875 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
GI G01 642000 4480.62 360 359 8 0 0 0.375 8.375 Xxxxx XX 00000 Condominium 642000 20060601 75 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 60 No_PP 360 60 N 20360501 AFL2
GI G02 380000 2493.75 360 359 7.5 0 0 0.375 7.875 Xxxxxxx XX 00000 Condominium 380000 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 60 No_PP 360 60 N 20360501 AFL2
GI G03 464468 2902.93 360 358 7.125 0 0 0.375 7.5 Xxxx Xxxxx XX 00000 PUD 464468 20060501 80 No MI 1.00E+17 2.75 20110401 13.5 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 125600 889.67 360 359 8.125 0 0 0.375 8.5 XXXXXXX XX 00000 PUD 125600 20060601 80 No MI 2.25 20110501 13.5 2.375 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 210000 1378.13 360 359 7.5 0 0 0.375 7.875 XXXXXXXXXX XX 00000 Single Family 210000 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 334250 2367.60 360 359 8.125 0 0 0.375 8.5 XXXXX XX 00000 Condominium 334250 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 144800 1025.67 360 359 8.125 0 0 0.375 8.5 XXXXXXX XX 00000 PUD 144800 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G03 70242.16 479.55 360 359 6.875 0 0 0.375 7.25 XXXXXXXXX XX 00000 Single Family 70297 20060601 65 No MI 1.00E+17 2.25 20110501 12.25 1.875 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
GI G02 307813.42 2368.25 360 359 8.125 0 0 0.375 8.5 Xxxxxx Xxxxxx XX 00000 Single Family 308000 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 1.875 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
GI G02 311200 2042.25 360 359 7.5 0 0 0.375 7.875 XXXXXXXX XX 00000 Single Family 311200 20060601 80 No MI 2.25 20110501 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G03 137600 860.00 360 359 7.125 0 0 0.375 7.5 Xxxx XX 00000 PUD 137600 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G03 218800 1321.92 360 359 6.875 0 0 0.375 7.25 Xxxxxx XX 00000 PUD 218800 20060601 80 No MI 1.00E+17 2.25 20110501 13.25 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 232000 1522.50 360 358 7.5 0 0 0.375 7.875 Xxxxxxxxx Xxxxx XX 00000 PUD 232000 20060501 80 No MI 1.00E+17 2.25 20110401 13.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G02 372000 2441.25 360 358 7.5 0 0 0.375 7.875 Xxxxxxxxx XX 00000 PUD 372000 20060501 80 No MI 2.25 20110401 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G02 121424.48 923.49 360 359 8 0 0 0.375 8.375 XXXXXXX XX 00000 Single Family 121500 20060601 75 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien N 0 Prepay 360 60 N 20360501 AFL2
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GI G02 158384 1218.57 360 359 8.125 0 0 0.375 8.5 XXXXX XX 00000 Single Family 158480 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 1.875 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
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GI G02 257200 1687.88 360 359 7.5 0 0 0.375 7.875 Xxx Xxxxx XX 00000 Single Family 257200 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
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GI G02 360000 1987.50 360 349 6.25 0 0 0.375 6.625 XXXXXX XX 00000 Single Family 360000 20050801 80 No MI 1.00E+17 2.75 20070701 11.625 1.875 1 First Lien Y 120 No_PP 360 24 N 20350701 ALT1
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GI G02 157500 1017.19 360 357 7.375 0 0 0.375 7.75 XXX XXXXX XX 00000 PUD 157500 20060401 70 No MI 1.00E+17 2.25 20110301 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 ALT1
GI G03 416000 2556.67 360 357 7 0 0 0.375 7.375 XXXXXXXXX XX 00000 PUD 416000 20060401 80 No MI 1.00E+17 2.25 20110301 13.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360301 ALT1
GI G03 312150 1950.94 360 357 7.125 0 0 0.375 7.5 XXXXXXXX XX 00000 PUD 312150 20060401 79.98999786 No MI M10016311000087087 2.25 20110301 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 ALT1
GI G02 345000 2300.00 360 357 7.625 0 0 0.375 8 XXX XXXXX XX 00000 PUD 345000 20060401 75 No MI 1.00E+17 2.75 20110301 14 1.875 2 First Lien Y 120 Prepay 360 60 N 20360301 ALT1
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GII G02 157500 918.75 360 357 6.625 0 0 0.375 7 XXX XXXXX XX 00000 Condominium 157500 20060401 70.02999878 No MI M10016311000097733 2.75 20110301 13 1.875 2 First Lien Y 120 Prepay 360 60 N 20360301 ALT1
GI G02 157500 1017.19 360 357 7.375 0 0 0.375 7.75 XXX XXXXX XX 00000 Single Family 157500 20060401 69.69000244 No MI 1.00E+17 2.25 20110301 12.75 2.375 1 First Lien Y 120 Prepay 360 60 N 20360301 ALT1
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GI G02 212000 1435.42 360 357 7.75 0 0 0.375 8.125 XXX XXXXX XX 00000 Single Family 212000 20060401 80 No MI 1.00E+17 2.25 20110301 13.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 ALT1
GII G02 129600 756.00 360 357 6.625 0 0 0.375 7 XXX XXXXX XX 00000 PUD 129600 20060401 80 No MI 1.00E+17 2.75 20110301 13 1.875 2 First Lien Y 120 Prepay 360 60 N 20360301 ALT1
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GI G02 160000 1050.00 360 357 7.5 0 0 0.375 7.875 XXX XXXXX XX 00000 Single Family 160000 20060401 80 No MI 1.00E+17 2.25 20110301 13.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 ALT1
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GII G02 360000 2100.00 360 357 6.625 0 0 0.375 7 XXX XXXXX XX 00000 PUD 360000 20060401 80 No MI 1.00E+17 2.25 20110301 12 2.875 1 First Lien Y 120 Prepay 360 60 N 20360301 ALT1
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GI G02 228449.99 1689.58 360 356 8.5 0 0 0.375 8.875 XXX XXXXX XX 00000 Condominium 228450 20060301 79.73999786 No MI 1.00E+17 5 20110201 14.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360201 ALT1
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GI G03 157425 983.91 360 358 7.125 0 0 0.375 7.5 Xxxxxxxxx Xxxx XX 00000 Single Family 157425 20060501 75 No MI 1.00E+17 2.25 20110401 12.5 2.375 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 224000 1446.67 360 358 7.375 0 0 0.375 7.75 Xxxxxx XX 00000 Single Family 224000 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 183750 1186.72 360 358 7.375 0 0 0.375 7.75 Xxxxx Xxxxxxxxx XX 00000 Single Family 183750 20060501 75 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
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GI G01 525000 3554.69 360 360 7.75 0 0 0.375 8.125 Xxxxxxxx XX 00000 PUD 525000 20060701 75 No MI 1.00E+17 2.25 20110601 13.125 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
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GI G03 197760 1421.40 360 359 8.25 0 0 0.375 8.625 Xxxxxxxxx XX 00000 2-4 Family 197760 20060601 80 No MI 2.25 20110501 13.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GI G03 290000 1782.29 360 359 7 0 0 0.375 7.375 Xxxx Xxxxxxxx XX 00000 Single Family 290000 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GI G03 78691.55 550.64 360 359 7.125 0 0 0.375 7.5 Xxxxx Xxxxx XX 00000 Single Family 78750 20060601 75 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien N 0 Prepay 360 60 N 20360501 XXXX
GI G03 151718.76 948.24 360 359 7.125 0 0 0.375 7.5 Xxxxxxx XX 00000 Single Family 151800 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GII G02 360315 1989.24 360 359 6.25 0 0 0.375 6.625 Xxx Xxxxxxx XX 00000 PUD 360315 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GI G03 103200 645.00 360 359 7.125 0 0 0.375 7.5 Xxxxxxx XX 00000 Townhouse 103200 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GI G02 374941.78 2720.47 360 359 7.5 0 0 0.375 7.875 Xxxxxx XX 00000 Condominium 375200 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien N 0 Prepay 360 60 N 20360501 XXXX
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GII G03 376000 2271.67 360 359 6.875 0 0 0.375 7.25 Xxxxxxxxxx XX 00000 Condominium 376000 20060601 80 No MI 2.25 20110501 12.25 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GI G02 346989.66 2669.67 360 359 8.125 0 0 0.375 8.5 Nashua XX 0000 Condominium 347200 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 1.875 1 First Lien N 0 No_PP 360 60 N 20360501 XXXX
GI G02 234000 1535.63 360 359 7.5 0 0 0.375 7.875 Xxxxxxx XX 00000 PUD 234000 20060601 74.29000092 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GI G03 1462500 8988.28 360 359 7 0 0 0.375 7.375 Xxxxxxx Xxxx XX 00000 Single Family 1462500 20060601 65 No MI 2.25 20110501 12.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GI G01 212850 1374.66 360 359 7.375 0 0 0.375 7.75 Xxxxxxx XX 00000 Single Family 212850 20060601 90 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GII G03 140000 831.25 360 359 6.75 0 0 0.375 7.125 Xxxxxxx XX 00000 Single Family 140000 20060601 80 No MI 1.00E+17 2.25 20110501 12.125 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GII G02 104000 595.84 360 359 6.5 0 0 0.375 6.875 Xxxxxxxx XX 00000 Single Family 104000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GII G03 192000 1160.00 360 358 6.875 0 0 0.375 7.25 Xxxxxxxx XX 00000 Townhouse 192000 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 XXXX
GI G03 632000 3884.17 360 359 7 0 0 0.375 7.375 Xxxx Xxxxxxxxxx XX 00000 Single Family 632000 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GI G01 1218750 7998.05 360 359 7.5 0 0 0.375 7.875 Xxxxxxxx XX 00000 Single Family 1218750 20060601 75 No MI 2.25 20110501 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GI G03 350250 2298.52 360 359 7.5 0 0 0.375 7.875 Xxxxxxxxxx XX 00000 Single Family 350250 20060601 75 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GI G02 157600 1034.25 360 359 7.5 0 0 0.375 7.875 Xxxxxxxx XX 00000 Townhouse 157600 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GI G02 328000 2186.67 360 359 7.625 0 0 0.375 8 Xxxxxxxxxx XX 00000 PUD 328000 20060601 80 No MI 1.00E+17 2.25 20110501 13 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
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GII G03 368000 2223.33 360 359 6.875 0 0 0.375 7.25 Xxxx Xxxxxxxxx XX 00000 Single Family 368000 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
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GII G02 172000 1003.33 360 359 6.625 0 0 0.375 7 Xxxxxxxxxxxxx XX 00000 PUD 172000 20060601 80 No MI 1.00E+17 2.25 20110501 12 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GI G01 700000 4593.75 360 359 7.5 0 0 0.375 7.875 Xxxxxxxxxx XX 00000 PUD 700000 20060601 70 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
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GII G03 90400 546.17 360 359 6.875 0 0 0.375 7.25 Xxxxxx XX 00000 PUD 90400 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GII G02 308000 1796.67 360 359 6.625 0 0 0.375 7 Xxxxxxxxxx XX 00000 Single Family 308000 20060601 80 No MI 2.25 20110501 12 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GI G02 175450 1169.67 360 358 7.625 0 0 0.375 8 XXXXXXXX XX 00000 Townhouse 175450 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 81250 440.10 360 358 6.125 0 0 0.375 6.5 Xxxxxx XX 00000 2-4 Family 81250 20060501 65 No MI 1.00E+17 2.25 20110401 11.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GI G03 300000 1875.00 360 358 7.125 0 0 0.375 7.5 XXX XXXXX XX 00000 PUD 300000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G02 129160 901.43 360 358 8 0 0 0.375 8.375 xxxxxxxxx XX 00000 Single Family 129160 20060501 80 No MI 2.25 20110401 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 121850 850.41 360 359 8 0 0 0.375 8.375 Xxxxxxxxx XX 00000 2-4 Family 121850 20060601 74.98000336 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GII G03 239600 1247.92 360 354 5.875 0 0 0.375 6.25 Xxxxxxxxxx XX 00000 Single Family 239600 20060101 80 No MI 1.00E+17 2.25 20101201 12.25 1.875 2 First Lien Y 120 No_PP 360 60 N 20351201 AFL2
GI G01 990000 5053.12 360 358 5.75 0 0 0.375 6.125 Xxxxx Xxxxx XX 00000 Townhouse 990000 20060501 60 No MI 1.00E+17 2.5 20080401 11.125 1.875 1 First Lien Y 120 Prepay 360 24 N 20360401 AFL2
GI G02 313700 2091.33 360 358 7.625 0 0 0.375 8 XXXXXXXXXXXX XX 00000 PUD 313700 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 145050 876.34 360 359 6.875 0 0 0.375 7.25 XXXXXXXXX XX 00000 PUD 145050 20060601 75 No MI 1.00E+17 2.25 20110501 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G01 251072.67 1799.99 360 359 7.375 0 0 0.375 7.75 Xxxxxxxxx XX 00000 2-4 Family 251250 20060601 75 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
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GI G02 68000 446.25 360 358 7.5 0 0 0.375 7.875 XXXXXXXX XX 00000 Single Family 68000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G01 105000 689.06 360 359 7.625 0 0 0.25 7.875 XXXXXXX XX 00000 Condominium 105000 20060601 75 No MI 1.00E+17 2.25 20110501 12.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 209702.6 1504.47 360 358 7.375 0 0 0.375 7.75 Xxxxxxx XX 00000 2-4 Family 210000 20060501 75 No MI 1.00E+17 2.25 20110401 12.75 2 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GIII G01 168000 857.50 360 359 5.875 0 0 0.25 6.125 XXXXXXXXX XX 00000 Single Family 168000 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 276800 1931.83 360 358 8 0 0 0.375 8.375 Edison NJ 8817 Single Family 276800 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GII G03 327160 1976.59 360 358 6.875 0 0 0.375 7.25 Xxxxxxx XX 00000 PUD 327160 20060501 79.93000031 No MI 1.00E+17 2.25 20110401 12.25 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GII G02 164650 960.46 360 360 6.625 0 0 0.375 7 XXXXXXX XX 00000 PUD 164650 20060701 80 No MI 1.00E+17 2.25 20110601 12 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 350700 1790.03 360 358 5.75 0 0 0.375 6.125 XXXXXX XX 00000 Condominium 350700 20060501 80 No MI 1.00E+17 2.25 20080401 11.125 1.875 1 First Lien Y 120 No_PP 360 24 N 20360401 AFL2
GIII G03 448000 2613.33 360 359 6.75 0 0 0.25 7 XXXXXXXXXX XX 00000 Condominium 448000 20060601 80 No MI 1.00E+17 2.25 20110501 12 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 400000 2208.33 360 359 6.375 0 0 0.25 6.625 XXXXXXXXX XX 00000 PUD 400000 20060601 77.91000366 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 189000 1220.63 360 358 7.375 0 0 0.375 7.75 Xxxxxxxxx XX 00000 Single Family 189000 20060501 75 No MI 1.00E+17 2.25 20110401 12.75 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G03 650000 3114.58 360 359 5.5 0 0 0.25 5.75 XXXXXXXXXX XXXXX XX 00000 Single Family 650000 20060601 76.47000122 No MI 1.00E+17 2.25 20110501 10.75 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G01 279000 1511.25 360 357 5.76 0.49 0 0.25 6.5 XXXXX XX 00000 Single Family 279000 20060401 90 Republic MIC 1.00E+17 2.875 20110301 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360301 ADN1
GIII G02 216000 1260.00 360 359 6.75 0 0 0.25 7 XXX XXXXX XX 00000 PUD 216000 20060601 80 No MI 1.00E+17 2.25 20110501 12 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G01 904000 5744.17 360 357 7.25 0 0 0.375 7.625 XXXXXXXXX XX 00000 PUD 904000 20060401 80 No MI 1.00E+17 2.25 20110301 12.625 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G03 428000 2095.42 360 359 5.625 0 0 0.25 5.875 XXXXXXX XX 00000 PUD 428000 20060601 80 No MI 1.00E+17 2.25 20110501 10.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GIII G02 235192 1347.45 360 359 6.625 0 0 0.25 0.000 XXXXX XXX XXXXX XX 00000 PUD 235192 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 142542.96 905.74 360 358 7.375 0 0 0.25 7.625 XXXXXX XX 00000 Single Family 142600 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 653088.31 4146.37 360 359 6.25 0 0 0.25 6.5 XXXX XXXX XXXX XX 00000 Single Family 656000 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
GIII G01 340000 1558.33 360 358 5.25 0 0 0.25 5.5 XXXXXX XX 00000 PUD 340000 20060501 80 No MI 1.00E+17 2.25 20110401 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G03 527200 3075.33 360 358 6.625 0 0 0.375 7 Xxxxxx XX 00000 PUD 527200 20060501 80 No MI 1.00E+17 2.25 20110401 10.875 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 172000 1021.25 360 358 6.75 0 0 0.375 7.125 XXXXXXXX XX 00000 Single Family 172000 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GIII G03 647500 3507.29 360 359 6.25 0 0 0.25 6.5 XXXXX XXXXXX XX 00000 Single Family 647500 20060601 74.43000031 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 200000 1250.00 360 359 7.25 0 0 0.25 7.5 XXXXXXXXX XX 00000 PUD 200000 20060601 41.34000015 No MI 1.00E+17 2.25 20110501 12.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G01 187000 993.44 360 357 5.705 0.42 0 0.25 6.375 XXXXXXXX XX 00000 Condominium 187000 20060401 85 PMI 1.00E+17 3 20110301 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360301 ADN1
GI G02 218800 1527.04 360 359 8 0 0 0.375 8.375 Xxxxxx XX 00000 PUD 218800 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 2.33 1 First Lien Y 60 No_PP 360 60 N 20360501 AFL2
GII G03 382500 2271.09 360 358 6.75 0 0 0.375 7.125 XXXXXXXXXXX XX 00000 Single Family 382500 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G03 430000 2239.58 360 359 6 0 0 0.25 6.25 XXXXXXXXX XXX XX 00000 Single Family 430000 20060601 78.90000153 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 258000 1666.25 360 359 7.5 0 0 0.25 7.75 XXX XXXXX XX 00000 PUD 258000 20060601 79.98999786 No MI 1.00E+17 2.25 20110501 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 248000 1550.00 360 358 7.125 0 0 0.375 7.5 Xxxxxxxxxx XX 00000 Single Family 248000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 408000 2847.50 360 358 8 0 0 0.375 8.375 Xxxxxx XX 0000 2-4 Family 408000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GIII G03 479920 2349.61 360 359 5.625 0 0 0.25 0.000 XXXXX XXX XXXXX XX 00000 Single Family 479920 20060601 80 No MI 1.00E+17 2.25 20110501 10.875 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G03 468000 2437.50 360 359 6 0 0 0.25 6.25 XXXXXXXX XX 00000 Single Family 468000 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G02 320000 1833.33 360 358 6.625 0 0 0.25 6.875 XXXXX XXXX XX 00000 Condominium 320000 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GIII G02 247200 1416.25 360 358 6.625 0 0 0.25 6.875 XXXXXXXXX XX 00000 Condominium 247200 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 447200 2562.08 360 359 6.625 0 0 0.25 6.875 XXXXXXXXX XX 00000 Single Family 447200 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 173200 1118.59 360 359 7.375 0 0 0.375 7.75 Xxxxxxxxxxx XX 00000 Condominium 173200 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 2 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GI G03 300000 1843.75 360 358 7 0 0 0.375 7.375 XXXX XXXXXXX XX 00000 Single Family 300000 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 2.375 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 79160.7 566.24 360 359 7.25 0 0 0.375 7.625 Xxxxxxx ME 4062 Single Family 80000 20060601 33.20000076 No MI 1.00E+17 2.25 20110501 12.625 1.875 1 First Lien N 0 No_PP 360 60 N 20360501 XXXX
GI G02 170400 1100.50 360 359 7.375 0 0 0.375 7.75 Xxxxx XX 00000 PUD 170400 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GII G02 273600 1510.50 360 358 6.25 0 0 0.375 6.625 Xxxxxxxxxxx XX 00000 Single Family 273600 20060501 80 No MI 1.00E+17 2.75 20110401 12.625 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 272000 1756.67 360 359 7.375 0 0 0.375 7.75 Xxxxx Xxx XX 00000 Condominium 272000 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 2.375 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GII G03 200000 1208.33 360 359 6.875 0 0 0.375 7.25 XXXXXXX XX 00000 Single Family 200000 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 1252500 7828.13 360 356 7.125 0 0 0.375 7.5 Xxxxx Xxxxxx Xxxxxxxxx XX 00000 Single Family 1252500 20060301 75 No MI 1.00E+17 2.25 20110201 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360201 AFL2
GII G03 299000 1806.46 360 358 6.875 0 0 0.375 7.25 Xxxxxxx XX 00000 2-4 Family 299000 20060501 59.79999924 No MI 1.00E+17 2.25 20110401 12.25 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G02 196800 1250.50 360 359 7.25 0 0 0.375 7.625 XXXXXXXX XX 00000 PUD 196800 20060601 79.98000336 No MI 1.00E+17 2.25 20110501 12.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G02 365843.99 2057.87 360 358 6.5 0 0 0.25 6.75 XXXXXXXXX XX 00000 PUD 365844 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G01 1332750 8052.03 360 359 7 0 0 0.25 7.25 XXXXXXX XX 00000 Single Family 1332750 20060601 75 No MI 1.00E+17 2.25 20110501 12.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 352000 1943.33 360 359 6.375 0 0 0.25 6.625 XXXXXXXXXX XXXX XX 00000 Single Family 352000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 140000 977.08 360 358 8 0 0 0.375 8.375 Xxxxxx Xxxxx XX 00000 Single Family 140000 20060501 66.66999817 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GI G01 648000 4050.00 360 359 7.25 0 0 0.25 7.5 XXX XXXXXXX XX 00000 Single Family 648000 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 226060 1271.59 360 358 6.01 0.49 0 0.25 6.75 XXX XXXXX XX 00000 Single Family 226060 20060501 89 Republic MIC 1.00E+17 2.875 20110401 11.75 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GII G02 95750 538.59 360 359 6.375 0 0 0.375 6.75 Xxxxx Xxxx Xxxxx XX 00000 Condominium 95750 20060601 43.52000046 No MI 1.00E+17 2.25 20110501 11.75 2.135 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 214400 1228.33 360 358 6.5 0 0 0.375 6.875 XXXXXXX XX 00000 PUD 214400 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 XXXX
GIII G03 533600 2779.17 360 359 6 0 0 0.25 6.25 XXX XXXX XX 00000 Single Family 533600 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 96728.04 605.15 360 357 6.125 0 0 0.25 6.375 XXX XXXX XXXXXX XX 00000 Single Family 96999 20060401 74.61000061 No MI 1.00E+17 2.25 20110301 11.375 2 2 First Lien N 0 No_PP 360 60 N 20360301 ADN1
GI G02 256664 1818.04 360 360 8.125 0 0 0.375 8.5 XXXX XXXXXXXX XXX XX 00000 Single Family 256664 20060701 80 No MI 1.00E+17 2.25 20110601 13.5 2 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GII G02 374500 2145.57 360 360 6.5 0 0 0.375 6.875 XXXX XXXXXXX XX 00000 Single Family 374500 20060701 70 No MI 1.00E+17 2.25 20110601 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GII G02 296000 1603.33 360 356 6.125 0 0 0.375 6.5 Xxxxxxxx XX 00000 PUD 296000 20060301 80 No MI 1.00E+17 2.25 20110201 11.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GI G01 960000 6200.00 360 359 7.5 0 0 0.25 7.75 XXXXXXXX XX 00000 Single Family 960000 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 213600 934.50 360 359 5 0 0 0.25 5.25 XXXX XXXXXX XX 00000 PUD 213600 20060601 80 No MI 1.00E+17 2.25 20110501 10.25 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G03 173040 1063.48 360 359 7 0 0 0.375 7.375 Xxxxxx XX 00000 PUD 173040 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G03 425000 2479.17 360 358 6.625 0 0 0.375 7 Xxxxxxxxx XX 00000 Manufactured Home 425000 20060501 40.47999954 No MI 2.25 20110401 12 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G01 292150 1491.18 360 359 5.875 0 0 0.25 6.125 XXXXXXXX XX 00000 PUD 292150 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G03 503521.79 3103.21 360 359 6 0 0 0.25 6.25 XXXXXXXX XX 00000 PUD 504000 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G02 150250 813.85 360 358 6.25 0 0 0.25 6.5 XXXXXXXX XX 00000 Single Family 150250 20060501 79.91999817 No MI 1.00E+17 2.25 20110401 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 143819.37 1094.50 360 358 8 0 0 0.375 8.375 Xxxxxxxxxxx XX 00000 Single Family 144000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GIII G03 524000 3002.08 360 359 6.625 0 0 0.25 6.875 XXXX XXXXX XX 00000 Condominium 524000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G03 247200 1519.25 360 359 7 0 0 0.375 7.375 XXXXXXXX XX 00000 PUD 247200 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G01 56543 409.98 360 360 7.5 0 0 0.375 7.875 XXXX XXXX XX 00000 PUD 56543 20060701 65 No MI 1.00E+17 2.25 20110601 12.875 1.875 1 First Lien N 0 No_PP 360 60 N 20360601 AFL2
GI G02 57474.14 407.69 360 357 7.25 0 0 0.375 7.625 Xxxxxxxxxxx XX 00000 2-4 Family 57600 20060401 80 No MI 1.00E+17 2.25 20110301 12.625 1.875 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GII G02 203900 1146.94 360 356 6.375 0 0 0.375 6.75 Xxxxxxx XX 00000 Single Family 203900 20060301 61.06999969 No MI 1.00E+17 2.25 20110201 11.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360201 AFL2
GI G02 392000 2531.67 360 359 7.375 0 0 0.375 7.75 Xxxxxxxx XX 00000 PUD 392000 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GIII G03 518400 2808.00 360 359 6.25 0 0 0.25 6.5 XXXXXXXXX XX 00000 Single Family 518400 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G02 178400 1226.50 360 359 7.875 0 0 0.375 8.25 XXXXXXXXXXX XX 00000 Single Family 178400 20060601 80 No MI 1.00E+17 2.25 20110501 13.25 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 180500 1128.13 360 360 7.125 0 0 0.375 7.5 XXXXXXXX XX 00000 PUD 180500 20060701 69.98999786 No MI 1.00E+17 2.25 20110601 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GIII G03 612000 3315.00 360 359 6.25 0 0 0.25 6.5 EAST XXXX XXXX XX 00000 Single Family 612000 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 161520 959.03 360 358 6.875 0 0 0.25 7.125 XXXXXXXX XXXXX XX 00000 Condominium 161520 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G02 191721.2 1358.96 360 358 7.25 0 0 0.375 7.625 Xxxxxxxxxx XX 00000 PUD 192000 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GI G02 414400 2762.67 360 358 7.625 0 0 0.375 0 Xxxxx Xxxxxxxx XX 00000 2-4 Family 414400 20060501 80 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 XXXX
GI G01 504000 3045.00 360 359 7 0 0 0.25 7.25 XXX XXXXXXX XX 00000 Single Family 504000 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G01 533883.19 3644.87 360 359 7 0 0 0.25 7.25 XXXX XXXXX XX 00000 2-4 Family 534300 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G01 111100 694.38 360 358 7.25 0 0 0.25 7.5 XXX XXXXX XX 00000 Condominium 111100 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G01 428000 3031.67 360 360 8.125 0 0 0.375 8.5 BRANFORD CT 6405 Single Family 428000 20060701 80 No MI 1.00E+17 2.25 20110601 13.5 2 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GII G01 235512 1447.42 360 359 7 0 0 0.375 7.375 XXXXXXXXXX XX 00000 PUD 235512 20060601 80 No MI 1.00E+17 2.25 20090501 13.375 1.875 1 First Lien Y 120 No_PP 360 36 N 20360501 AFL2
GI G02 80000 558.33 360 359 8 0 0 0.375 8.375 Xxxxxxxxxxxx XX 00000 Townhouse 80000 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G03 231200 1131.92 360 359 5.625 0 0 0.25 5.875 XXXXXXXXXX XX 00000 Condominium 231200 20060601 80 No MI 1.00E+17 2.25 20110501 10.875 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 345444 2087.06 360 357 6.875 0 0 0.375 7.25 XXXXXXXXXXX XX 00000 Single Family 345444 20060401 79.94000244 No MI 1.00E+17 2.375 20080301 12.25 2 1 First Lien Y 120 No_PP 360 24 N 20360301 AFL2
GI G02 353000 2316.56 360 358 7.5 0 0 0.375 7.875 Xxx Xxxxx XX 00000 Single Family 353000 20060501 78.44000244 No MI 1.00E+17 2.75 20110401 13.875 2 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 127500 823.44 360 358 7.375 0 0 0.375 7.75 Xxxxxx XX 00000 Single Family 127500 20060501 75 No MI 1.00E+17 2.25 20110401 12.75 2.375 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G02 187200 1033.50 360 358 6.375 0 0 0.25 6.625 XXXXXXX XX 00000 Condominium 187200 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G03 299000 1806.46 360 358 6.875 0 0 0.375 7.25 Xxxxxxx XX 00000 2-4 Family 299000 20060501 59.79999924 No MI 1.00E+17 2.25 20110401 12.25 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G03 540000 2868.75 360 359 6.125 0 0 0.25 6.375 XXX XXXXXXXXX XX 00000 Single Family 540000 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 106184 619.41 360 358 6.75 0 0 0.25 7 XXXXXXXXX XX 00000 PUD 106184 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 49969.71 384.46 360 359 8.125 0 0 0.375 8.5 XXXXXX XXXX XX 00000 Single Family 50000 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 2 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
GI G01 636000 4438.75 360 358 8 0 0 0.375 8.375 XXXXXXXXX XX 00000 Condominium 636000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 144900 996.19 360 358 7.875 0 0 0.375 8.25 Xxxxxxx Xxxxx XX 00000 Single Family 144900 20060501 75 No MI 1.00E+17 2.25 20110401 13.25 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 97125 657.62 360 360 7.75 0 0 0.375 8.125 XXXXXXX XX 00000 Single Family 97125 20060701 75 No MI 1.00E+17 2.25 20110601 13.125 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GII G03 533600 3057.08 360 358 6.5 0 0 0.375 6.875 Xxxxxx Xxxx XX 00000 Single Family 533600 20060501 79.87999725 No MI 1.00E+17 2.25 20110401 11.875 2.375 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 110160 768.82 360 359 8 0 0 0.375 8.375 XXXXXXXX XX 00000 Single Family 110160 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 387915.49 2952.12 360 358 8 0 0 0.375 8.375 Xxxxxxx Xxxxx XX 00000 PUD 388400 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GIII G03 538000 2970.21 360 359 6.375 0 0 0.25 6.625 XXXXXXX XXXXX XX 00000 Condominium 538000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 1.875 2 Xxxxx Xxxx X 000 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 185716 1064.00 360 359 6.625 0 0 0.25 6.875 XXXXX XXXXXXXXXX XX 00000 PUD 185716 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 89884.83 676.14 360 358 7.875 0 0 0.375 8.25 Xxxxxxx XX 00000 2-4 Family 90000 20060501 80 No MI 1.00E+17 2.25 20110401 13.25 2 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GIII G03 492000 2818.75 360 359 6.625 0 0 0.25 6.875 XXXXXXXX XX 00000 Single Family 492000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 125700 693.97 360 358 6.375 0 0 0.25 6.625 XXXXXXXX XX 00000 PUD 125700 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 135000 871.87 360 358 7.375 0 0 0.375 7.75 Xxxxxx XX 00000 Single Family 135000 20060501 75 No MI 1.00E+17 2.25 20110401 12.75 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G03 595950 3352.22 360 358 6.5 0 0 0.25 6.75 XXXXXXX XX 00000 Single Family 595950 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
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GI G01 85794 554.09 360 359 7.375 0 0 0.375 7.75 Xxxxxx XX 00000 PUD 85794 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
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GI G01 450462 2768.46 360 359 7.125 0 0 0.25 7.375 XXXXXXXXXXX XX 00000 Condominium 450462 20060601 72.66000366 No MI 1.00E+17 2.25 20110501 12.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 106295 631.13 360 358 6.875 0 0 0.25 7.125 XXXXXX XXXX XX 00000 PUD 106320 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 1173600 6846.00 360 359 6.75 0 0 0.25 7 XXXXXX XX 00000 PUD 1173600 20060601 80 No MI 1.00E+17 2.25 20110501 12 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G03 227500 1350.78 360 360 6.75 0 0 0.375 7.125 XXXXXXX XX 00000 Single Family 227500 20060701 70 No MI 1.00E+17 2.25 20110601 12.125 2 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 136000 864.17 360 359 7.25 0 0 0.375 7.625 Xxxxxxxxxxxx XX 00000 Condominium 136000 20060601 80 No MI 1.00E+17 2.25 20110501 12.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GI G02 119200 831.92 360 359 8 0 0 0.375 8.375 Xxxxxxxx XX 0000 Condominium 119200 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GII G03 350400 2080.50 360 358 6.75 0 0 0.375 7.125 Xxxxxx Xxxxxxx XX 00000 Single Family 350400 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 337500 2039.07 360 359 6.875 0 0 0.375 7.25 Xxxxxxxxxx XX 00000 PUD 337500 20060601 75 No MI 1.00E+17 2.25 20110501 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GII G03 217000 1311.04 360 356 6.875 0 0 0.375 7.25 Xxxxxxx XX 0000 Single Family 217000 20060301 70 No MI 1.00E+17 2.25 20110201 12.25 1.875 1 First Lien Y 60 No_PP 360 60 N 20360201 AFL2
GI G02 303200 2116.08 360 358 8 0 0 0.375 8.375 Xxxxxxx XX 00000 2-4 Family 303200 20060501 80 No MI 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 221250 1451.95 360 358 7.5 0 0 0.375 7.875 XXXXXXXX XX 00000 Townhouse 221250 20060501 75 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 224000 1563.33 360 357 8 0 0 0.375 8.375 XXXX XXXXXXXXXX XX 00000 Single Family 224000 20060401 80 No MI 1.00E+17 2.25 20110301 14.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G03 488000 2846.67 360 359 6.75 0 0 0.25 7 XXXXXXXXX XX 00000 Single Family 488000 20060601 80 No MI 1.00E+17 2.25 20110501 12 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G01 148600 773.96 360 359 6 0 0 0.25 6.25 XXXXX XX 00000 PUD 148600 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G01 233848.93 1120.53 360 358 5.5 0 0 0.25 5.75 XXXXXXXXXXX XX 00000 Single Family 233880 20060501 80 No MI 1.00E+17 2.25 20110401 10.75 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G01 696500 4425.68 360 359 7.375 0 0 0.25 7.625 XX XXXXXX XX 00000 PUD 696500 20060601 70 No MI 1.00E+17 2.25 20110501 12.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 220000 1352.08 360 359 7.125 0 0 0.25 7.375 XXXX XXXXXX XX 00000 PUD 220000 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 2 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GIII G03 1500000 8281.25 360 360 6.375 0 0 0.25 6.625 XXXXXXXXX XX 0000 Single Family 1500000 20060701 60 No MI 1.00E+17 2.25 20110601 11.625 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G03 425000 2390.63 360 359 6.21 0.29 0 0.25 6.75 XXX XXXXXXX XX 00000 Single Family 425000 20060601 85 United Guaranty 1.00E+17 2.75 20110501 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 184155.09 1035.87 360 358 6.5 0 0 0.25 6.75 XXXXXXXXX XXXX XX 00000 Single Family 184500 20060501 90 Republic MIC 1.00E+17 2.25 20110401 11.75 1.875 2 Xxxxx Xxxx X 000 Xx_XX 000 00 X 00000000 XXX0
XXXX G03 480000 2550.00 360 359 6.125 0 0 0.25 6.375 XXX XXXXXXX XX 00000 Single Family 480000 20060601 67.61000061 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G02 148850 852.79 360 359 6.5 0 0 0.375 6.875 XXXX XXXXXX XX 00000 Condominium 148850 20060601 65 No MI 1.00E+17 2.25 20110501 12.875 2 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 139436 784.33 360 359 6.375 0 0 0.375 6.75 XXXXXXXXX XX 00000 PUD 139436 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G01 255285.25 1964.12 360 359 8.125 0 0 0.375 8.5 Xxxxxxxxxx Xxxxxxx XX 00000 Single Family 255440 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 1.875 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
GI G03 149432 933.95 360 359 7.125 0 0 0.375 7.5 Xxxxxxxxx XX 00000 PUD 149432 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G01 141600 929.25 360 360 7.5 0 0 0.375 7.875 Xxxxxxx XX 00000 PUD 141600 20060701 80 No MI 1.00E+17 2.25 20110601 12.875 1.875 1 First Lien Y 60 Prepay 360 60 N 20360601 AFL2
GIII G03 194300 971.50 360 360 5.75 0 0 0.25 6 XXXXXXXXXX XX 00000 Condominium 194300 20060701 79.98999786 No MI 1.00E+17 2.25 20110601 11 1.875 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GI G01 280000 1866.67 360 358 7.75 0 0 0.25 8 XXXXXXXXXXX XX 00000 PUD 280000 20060501 73.68000031 No MI 1.00E+17 2.25 20110401 14 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G02 218400 1205.75 360 354 6.25 0 0 0.375 6.625 Xxx Xxxxx XX 00000 PUD 218400 20060101 80 No MI 1.00E+17 2.375 20071201 11.625 2 1 First Lien Y 120 No_PP 360 24 N 20351201 AFL2
GI G01 264000 1732.50 360 360 7.625 0 0 0.25 7.875 XXXXXXX XXXXX XX 00000 PUD 264000 20060701 80 No MI 1.00E+17 2.25 20110601 12.875 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G03 579136.43 4055.44 360 358 7.25 0 0 0.25 7.5 XXXXXXX XX 00000 Single Family 580000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GIII G03 489799 2806.14 360 357 6.625 0 0 0.25 6.875 XXXXXXXX XX 00000 Single Family 489799 20060401 80 No MI 1.00E+17 3.25 20110301 11.875 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 182000 1004.79 360 359 6.375 0 0 0.25 6.625 XXX XXXX XX 00000 Single Family 182000 20060601 37.91999817 No MI 1.00E+17 2.25 20110501 12.625 3 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 568750 3080.73 360 357 6.25 0 0 0.25 6.5 XXXXX XXXX XX 00000 2-4 Family 568750 20060401 65 No MI 1.00E+17 2.25 20110301 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G01 162800 814.00 360 360 5.75 0 0 0.25 6 XXXXXXXXXX XX 00000 PUD 162800 20060701 80 No MI 1.00E+17 2.25 20110601 11 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G02 184700 1058.18 360 359 6.625 0 0 0.25 6.875 XXXXX XX 00000 Condominium 184700 20060601 79.95999908 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GIII G02 230000 1221.88 360 359 6.125 0 0 0.25 6.375 XXXXX XXXX XX 00000 Single Family 230000 20060601 50 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G01 167041.35 1029.48 360 359 6 0 0 0.25 6.25 XXXXXXXXXXXX XX 00000 Single Family 167200 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
GIII G03 1335000 7648.44 360 358 6.625 0 0 0.25 6.875 XXX XXXXX XX 00000 Single Family 1335000 20060501 75 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GIII G02 107203.2 591.85 360 357 6.375 0 0 0.25 6.625 XXXXXXX XX 00000 Single Family 107250 20060401 57.97000122 No MI 1.00E+17 4.283 20110301 12.625 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G02 180000 1012.50 360 359 6.5 0 0 0.25 6.75 XXXXXXX XX 00000 PUD 180000 20060601 60 No MI 1.00E+17 2.25 20110501 11.75 4.033 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 612000 3570.00 360 357 6.75 0 0 0.25 7 XXX XXXXXXX XX 00000 2-4 Family 612000 20060401 80 No MI 1.00E+17 2.25 20110301 13 2 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 409000 2300.63 360 360 6.5 0 0 0.25 6.75 XXXXXX XX 00000 Single Family 409000 20060701 79.41999817 No MI 1.00E+17 2.25 20110601 11.75 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GII G03 126000 682.50 360 360 6.125 0 0 0.375 6.5 XXXXXXX XX 00000 Single Family 126000 20060701 70 No MI 1.00E+17 2.25 20110601 11.5 2 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GIII G03 639600 3664.38 360 358 6.625 0 0 0.25 6.875 XXXX XXXXXX XX 00000 Single Family 639600 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G01 302400 1984.50 360 357 7.625 0 0 0.25 7.875 XXXXXX XX 00000 Single Family 302400 20060401 80 No MI 1.00E+17 3.75 20110301 12.875 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 116000 664.58 360 359 6.625 0 0 0.25 6.875 XXXXXX XX 00000 Single Family 116000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 3.5 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GIII G02 287200 1555.67 360 357 6.25 0 0 0.25 6.5 XXXX XX 00000 Single Family 287200 20060401 80 No MI 1.00E+17 2.25 20110301 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GI G03 108869.38 753.66 360 357 7 0 0 0.375 7.375 XXXXXX XX 00000 Single Family 109120 20060401 80 No MI 1.00E+17 2.25 20110301 12.375 2 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GI G02 108400 745.25 360 359 7.875 0 0 0.375 8.25 XXXXXXXXX XX 00000 Single Family 108400 20060601 80 No MI 1.00E+17 2.25 20110501 13.25 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GI G02 174000 1141.88 360 360 7.5 0 0 0.375 7.875 Xxxx Xxxxx Xxxxx XX 00000 Single Family 174000 20060701 75 No MI 1.00E+17 2.25 20110601 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 272304 2093.78 360 360 8.125 0 0 0.375 8.5 XXXXXXX XX 00000 Condominium 272304 20060701 80 No MI 1.00E+17 2.25 20110601 13.5 1.875 1 First Lien N 0 No_PP 360 60 N 20360601 AFL2
GII G03 103250 623.80 360 360 6.875 0 0 0.375 7.25 Xxxxxxxx XX 00000 Single Family 103250 20060701 70 No MI 1.00E+17 2.25 20110601 12.25 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 128000 826.67 360 359 7.375 0 0 0.375 7.75 Xxxxxx Xxxx XX 00000 Single Family 128000 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G03 112560 680.05 360 359 6.875 0 0 0.375 7.25 XXXXXX XX 00000 Single Family 112560 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G02 270000 1490.63 360 360 6.375 0 0 0.25 6.625 XXXXXXXXX XX 00000 Single Family 270000 20060701 61.36000061 No MI 1.00E+17 2.25 20110601 11.625 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 205800 1114.75 360 357 6.25 0 0 0.25 6.5 XXX XXXXX XX 00000 PUD 205800 20060401 70 No MI 1.00E+17 2.25 20110301 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GI G02 289560 1598.61 360 354 6.25 0 0 0.375 0.000 Xxxxx Xxx Xxxxx XX 00000 Single Family 289560 20060101 80 No MI 1.00E+17 2.375 20071201 11.625 2 1 First Lien Y 120 No_PP 360 24 N 20351201 AFL2
GIII G02 168000 927.50 360 360 6.375 0 0 0.25 6.625 XXXXXXX XX 00000 Single Family 168000 20060701 80 No MI 1.00E+17 2.25 20110601 11.625 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GIII G03 485000 2677.60 360 358 6.375 0 0 0.25 6.625 XXXXXXX XXXXX XX 00000 Condominium 485000 20060501 69.77999878 No MI 1.00E+17 2.25 20110401 11.625 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GI G02 126500 856.51 360 358 7.75 0 0 0.375 8.125 XXXXXXX XX 00000 Condominium 126500 20060501 79.09999847 No MI 1.00E+17 2.25 20110401 13.125 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 176000 935.00 360 357 6.125 0 0 0.25 6.375 XXXXXX XX 00000 Single Family 176000 20060401 80 No MI 1.00E+17 2.25 20110301 11.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GI G02 124000 800.83 360 355 7.375 0 0 0.375 7.75 Xxxxxx XX 00000 Single Family 124000 20060201 80 No MI 1.00E+17 2.25 20110101 12.75 2 1 First Lien Y 120 No_PP 360 60 N 20360101 AFL2
GI G01 117217 769.24 360 359 7.5 0 0 0.375 7.875 Xxxxxxx XX 00000 Single Family 117217 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 118400 801.67 360 359 7.75 0 0 0.375 8.125 Xxxxxxxxxx XX 00000 PUD 118400 20060601 80 No MI 1.00E+17 2.25 20110501 13.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G03 190792 1152.70 360 359 6.875 0 0 0.375 7.25 XXXXXXXXX XX 00000 PUD 190792 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 197592 1132.04 360 359 6.5 0 0 0.375 6.875 XXXXXXXXXX XX 00000 PUD 197592 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G02 244000 1347.08 360 357 6.375 0 0 0.25 6.625 XXXXXXX XX 00000 Condominium 244000 20060401 80 No MI 1.00E+17 2.25 20110301 11.625 1.875 1 Xxxxx Xxxx X 000 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 558400 3199.17 360 357 6.625 0 0 0.25 6.875 XXXX XXXXXX XX 00000 PUD 558400 20060401 80 No MI 1.00E+17 2.25 20110301 11.875 2 1 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G02 273000 1450.31 360 357 6.125 0 0 0.25 6.375 XXXXXXX XXXX XX 00000 Single Family 273000 20060401 36.40000153 No MI 1.00E+17 2.25 20110301 12.375 2 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 187992 1116.20 360 358 6.875 0 0 0.25 7.125 XXXXX XX 00000 Single Family 187992 20060501 80 No MI 1.00E+17 2.25 20110401 13.125 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GIII G02 221800 1178.31 360 358 6.125 0 0 0.25 6.375 XXXXXXXX XX 00000 PUD 221800 20060501 74.98000336 No MI 1.00E+17 2.25 20110401 12.375 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G02 304400 1712.25 360 358 6.5 0 0 0.25 6.75 XXX XXXXXX XX 00000 Condominium 304400 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G02 175868 1007.58 360 358 6.625 0 0 0.25 0.000 XXXXX XXX XXXXX XX 00000 Condominium 175868 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 2 Xxxxx Xxxx X 000 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 780000 4225.00 360 358 6.25 0 0 0.25 6.5 XXXXXX XXXXXX XX 00000 Single Family 780000 20060501 65 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GII G03 149200 885.88 360 359 6.75 0 0 0.375 7.125 Xxxxxx Xxxxxxx XX 00000 PUD 149200 20060601 80 No MI 1.00E+17 2.25 20110501 12.125 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 166657 954.81 360 359 6.5 0 0 0.375 6.875 XXXXXXX XX 00000 PUD 166657 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 165192 1015.24 360 359 7 0 0 0.375 7.375 XXXXXX XX 00000 PUD 165192 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G03 94500 472.50 360 359 5.625 0 0 0.375 6 Xxxxxxxxxxx XX 00000 PUD 94500 20060601 75.66000366 No MI 1.00E+17 2.25 20110501 11 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 188750 1042.06 360 359 6.25 0 0 0.375 6.625 XXXXXXX XX 00000 PUD 188750 20060601 79.98999786 No MI 1.00E+17 2.25 20110501 11.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G03 146500 701.98 360 359 5.5 0 0 0.25 5.75 XXXXXXXXX XX 00000 PUD 146500 20060601 69.76000214 No MI 1.00E+17 2.25 20110501 10.75 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 412000 2231.67 360 358 6.25 0 0 0.25 6.5 XXXXX XXXX XX 00000 Single Family 412000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G02 291900 1702.75 360 359 6.75 0 0 0.25 7 XXXXXXXXX XX 00000 PUD 291900 20060601 70 No MI 1.00E+17 2.25 20110501 12 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 520000 2925.00 360 358 6.5 0 0 0.25 6.75 XXXX XXXXXX XX 00000 Single Family 520000 20060501 78.55000305 No MI 1.00E+17 2.25 20110401 12.75 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G01 248000 1214.17 360 359 5.625 0 0 0.25 5.875 XXX XXXXX XX 00000 Single Family 248000 20060601 80 No MI 1.00E+17 2.25 20110501 10.875 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G01 295712.3 1798.53 360 359 5.875 0 0 0.25 6.125 XXXXXXXX XX 00000 Single Family 296000 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G02 304900 1651.54 360 358 6.25 0 0 0.25 6.5 XXX XXXXX XX 00000 Single Family 305000 20060501 72.62000275 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GI G01 255000 1700.00 360 359 7.75 0 0 0.25 0 XXXX XXXXXXXXXXX XX 0000 Single Family 255000 20060601 94.80000305 GE Capital MI 1.00E+17 2.25 20110501 13 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 512000 2826.67 360 357 6.375 0 0 0.25 6.625 XXXXXXXXX XX 00000 Single Family 512000 20060401 80 No MI 1.00E+17 3.25 20110301 11.625 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 242911.66 1562.36 360 355 6.375 0 0 0.25 6.625 XXXXXX XX 0000 Single Family 244000 20060201 80 No MI 1.00E+17 2.75 20110101 11.625 3 2 First Lien N 0 Prepay 360 60 N 20360101 ADN1
GII G03 122500 663.54 360 359 6.125 0 0 0.375 6.5 XXXXXXXX XX 00000 Single Family 122500 20060601 70 No MI 1.00E+17 2.25 20110501 11.5 2.5 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G01 303318.93 2125.61 360 357 7.25 0 0 0.25 7.5 XXXXX XX 00000 2-4 Family 304000 20060401 80 No MI 1.00E+17 3.25 20110301 12.5 1.875 1 First Lien N 0 Prepay 360 60 N 20360301 ADN1
GI G01 317800 1920.04 360 359 7 0 0 0.25 7.25 XXXXXXXXX XX 00000 Single Family 317800 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 3 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 524000 2565.42 360 358 5.625 0 0 0.25 5.875 XXX XXXXXXX XX 00000 Single Family 524000 20060501 80 No MI 1.00E+17 2.25 20110401 10.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 316000 1876.25 360 357 6.875 0 0 0.25 7.125 XXXXXXXXXXX XX 00000 Single Family 316000 20060401 80 No MI 1.00E+17 3.25 20110301 12.125 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GI G02 73493.12 520.94 360 358 7.25 0 0 0.375 7.625 XXXXXXXX XX 00000 2-4 Family 73600 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 3 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GIII G01 280640 1286.27 360 357 5.25 0 0 0.25 5.5 XX XXXX XX 00000 Condominium 280640 20060401 80 No MI 1.00E+17 2.25 20110301 11.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360301 ADN1
GIII G02 320400 1835.63 360 357 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 Condominium 320400 20060401 80 No MI 1.00E+17 3.25 20110301 11.875 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G01 190000 950.00 360 360 5.75 0 0 0.25 6 XXXXXXXXX XX 00000 Single Family 190000 20060701 63.33000183 No MI 1.00E+17 2.25 20110601 12 3 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GI G01 196727.95 1428.39 360 358 7.625 0 0 0.25 7.875 XXXX XXXX XX 00000 PUD 197000 20060501 89.94999695 United Guaranty 1.00E+17 2.25 20110401 13.875 2 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GII G02 288000 1650.00 360 358 6.5 0 0 0.375 6.875 XXXXXXX XX 00000 PUD 288000 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 402133 2220.11 360 360 6.375 0 0 0.25 6.625 XXX XXXXX XX 00000 PUD 402133 20060701 80 No MI 1.00E+17 2.25 20110601 11.625 1.875 2 Xxxxx Xxxx X 000 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 256000 1360.00 360 357 6.125 0 0 0.25 6.375 XXXXXXXX XX 00000 PUD 256000 20060401 80 No MI 1.00E+17 2.25 20110301 12.375 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GII G03 210700 1272.98 360 356 6.875 0 0 0.375 7.25 Xxxxxx XX 00000 Condominium 210700 20060301 79.98999786 No MI 1.00E+17 2.25 20110201 12.25 2 2 First Lien Y 120 Prepay 360 60 N 20360201 AFL2
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GII G02 246542.77 1412.48 360 357 6.625 0 0 0.25 6.875 Xxxxxxx XX 00000 Single Family 248250 20060401 80 No MI 1.00E+17 2.25 20110301 11.875 1.875 2 First Lien Y 60 No_PP 360 60 N 20360301 AFL2
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GI G02 56215.04 427.54 360 359 8 0 0 0.375 8.375 XXXXXXXX XX 00000 2-4 Family 56250 20060601 75 No MI 1.00E+17 2.25 20110501 14.375 2 2 First Lien N 0 No_PP 360 60 N 20360501 AFL2
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GIII G03 267490.1 1650.12 360 358 6 0 0 0.25 6.25 XXX XXXXX XX 00000 PUD 268000 20060501 80 No MI 1.00E+17 2.25 20110401 11.25 1.875 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
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GII G02 246400 1437.33 360 359 6.625 0 0 0.375 7 XXX XXXXX XX 00000 PUD 246400 20060601 80 No MI 1.00E+17 2.25 20110501 12 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
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GIII G02 284000 1538.33 360 359 6.25 0 0 0.25 6.5 XXXXXXXXXX XXXX XX 00000 Single Family 284000 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
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GII G03 267190.66 1648.28 360 358 5.875 0 0 0.375 6.25 Xxxxxx XX 00000 PUD 267700 20060501 80 No MI 1.00E+17 2.75 20110401 12.25 1.875 2 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GIII G02 153000 908.44 360 360 6.875 0 0 0.25 7.125 XXXXXXXXXXX XX 00000 Single Family 153000 20060701 71.16000366 No MI 1.00E+17 2.25 20110601 12.125 2.375 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
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GIII G02 398850 2118.89 360 359 6.125 0 0 0.25 6.375 XXX XXXXX XX 00000 PUD 398850 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
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GI G02 123200 872.67 360 359 8.125 0 0 0.375 8.5 Xxxxxxxxx XX 00000 Single Family 123200 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GIII G01 332100 1730.21 360 359 6 0 0 0.25 6.25 XXXXXXXX XX 00000 PUD 332200 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G03 142392 845.45 360 359 6.75 0 0 0.375 7.125 Xxxxxxxxx XX 00000 PUD 142392 20060601 79.11000061 No MI 1.00E+17 2.25 20110501 12.125 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 150400 799.00 360 358 6 0 0 0.375 6.375 Xxxxxx Xxxx XX 00000 PUD 150400 20060501 80 No MI 1.00E+17 2.75 20110401 12.375 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G03 473893.84 2123.13 360 358 5.125 0 0 0.25 5.375 XXXXX XXXXXXXXX XX 00000 Single Family 474000 20060501 72.91999817 No MI 1.00E+17 2.25 20110401 10.375 2.375 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 236600 1232.29 360 358 6 0 0 0.25 6.25 XXXXXXXX XXXXX XXXX XXXXX 00000 Condominium 236600 20060501 74.98999786 No MI 1.00E+17 2.25 20110401 12.25 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GII G03 584000 3467.50 360 358 6.75 0 0 0.375 7.125 Xxxxxxx Xxxxx XX 00000 Single Family 584000 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 204000 1083.75 360 358 6.125 0 0 0.25 6.375 XXXXXX XX 00000 Single Family 204000 20060501 80 No MI 1.00E+17 2.25 20110401 11.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 398100 1990.50 360 358 5.75 0 0 0.25 6 XXXXXXXX XX 00000 PUD 398100 20060501 80 No MI 1.00E+17 2.25 20110401 11 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G01 483750 3225.00 360 358 7.625 0 0 0.375 8 Xxx Xxxx XX 00000 Single Family 483750 20060501 75 No MI 1.00E+17 2.25 20110401 13 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G02 229000 1240.42 360 359 6.25 0 0 0.25 6.5 XXXXXXXXXXXX XX 00000 Condominium 229000 20060601 78.97000122 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 284672 1630.93 360 359 6.5 0 0 0.375 6.875 XXXXXXXX XX 00000 Single Family 284672 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 2 2 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GII G03 131660 795.45 360 359 6.875 0 0 0.375 7.25 Xxxxx Xxxx XX 00000 PUD 131660 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 124000 684.58 360 359 6.25 0 0 0.375 6.625 Xxxxxxxxxxxx XX 00000 Single Family 124000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
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GII G02 280000 1604.17 360 358 6.5 0 0 0.375 6.875 XXXXXXXXXXX XX 00000 Single Family 280000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 184688.04 1420.96 360 359 8.125 0 0 0.375 8.5 Xxxxxxxxx XX 00000 Townhouse 184800 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 1.875 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
GI G02 292000 1946.67 360 358 7.625 0 0 0.375 8 Xxxxxxxx XX 00000 PUD 292000 20060501 80 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 203752 1061.21 360 359 5.875 0 0 0.375 6.25 XXXXXXXXXX XX 00000 PUD 203752 20060601 80 No MI 2.25 20110501 11.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 169070 1091.91 360 359 7.375 0 0 0.375 7.75 XXXXXX XX 0000 2-4 Family 169070 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 60 No_PP 360 60 N 20360501 AFL2
GI G03 460000 2875.00 360 360 7.125 0 0 0.375 7.5 XXX XXXXXXX XX 00000 Single Family 460000 20060701 80 No MI 3 20110601 12.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GII G03 130000 677.08 360 360 5.875 0 0 0.375 6.25 XXXXXX XXXX XX 00000 PUD 130000 20060801 20.30999947 No MI 2.75 20110701 11.25 2.625 2 First Lien Y 120 Prepay 360 60 N 20360701 ADN1
GI G03 144799.92 950.25 360 357 7.5 0 0 0.375 7.875 XXXXXXX XX 00000 Single Family 144800 20060401 80 No MI 2.75 20110301 12.875 2.375 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GI G03 240000 1350.00 360 360 6.375 0 0 0.375 6.75 XXXXXXXXX XX 00000 PUD 240000 20060801 80 No MI 3 20110701 11.75 2.375 2 First Lien Y 120 No_PP 360 60 N 20360701 ADN1
GI G03 103783.95 692.00 360 356 7.625 0 0 0.375 8 XXXXXX XX 00000 2-4 Family 103800 20060301 79.97000122 No MI 2.75 20110201 13 2.625 2 First Lien Y 120 No_PP 360 60 N 20360201 ADN1
GI G03 231600 1447.50 360 360 7.125 0 0 0.375 7.5 XXXXXXXXXX XX 00000 Single Family 231600 20060701 80 No MI 5.25 20110601 12.5 2.375 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 103783.95 692.00 360 356 7.625 0 0 0.375 8 XXXXXX XX 00000 2-4 Family 103800 20060301 79.97000122 No MI 2.75 20110201 13 4.875 2 First Lien Y 120 No_PP 360 60 N 20360201 ADN1
GI G03 176000 1210.00 360 360 7.875 0 0 0.375 8.25 XXXXXX XXXXX XX 00000 Single Family 176000 20060701 80 No MI 5.25 20110601 13.25 3.375 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GII G02 265600 1494.00 360 357 6.375 0 0 0.375 6.75 XXXXXXX XX 00000 Single Family 265600 20060401 80 No MI 3.5 20110301 11.75 4.875 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GI G03 140000 860.42 360 360 7 0 0 0.375 7.375 XXXXXXX XX 00000 Condominium 140000 20060801 80 No MI 3 20110701 12.375 3.125 2 First Lien Y 120 Prepay 360 60 N 20360701 ADN1
GII G02 212160 1193.40 360 360 6.375 0 0 0.375 6.75 XXXXX XX 00000 Single Family 212160 20060801 80 No MI 3 20110701 11.75 2.625 2 First Lien Y 120 No_PP 360 60 N 20360701 ADN1
GII G02 360000 2062.50 360 359 6.5 0 0 0.375 6.875 XXX XXXXX XX 00000 Single Family 360000 20060601 80 No MI 3.75 20110501 11.875 2.625 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GII G03 408000 2422.50 360 360 6.75 0 0 0.375 7.125 XXX XXXXXXX XX 00000 2-4 Family 408000 20060801 80 No MI 3.75 20110701 12.125 3.375 2 First Lien Y 120 Prepay 360 60 N 20360701 ADN1
GI G03 134400 840.00 360 360 7.125 0 0 0.375 7.5 XXXXX XXXXXX XX 00000 PUD 134400 20060701 80 No MI 3.75 20110601 12.5 3.375 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GI G03 229600 1458.92 360 359 7.25 0 0 0.375 7.625 XXXXXXXXX XX 00000 Condominium 229600 20060601 80 No MI 4.25 20110501 12.625 3.375 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GII G03 286234.29 1730.33 360 358 6.875 0 0 0.375 7.25 XXX XXXXX XX 00000 Condominium 286400 20060501 79.55999756 No MI 3.5 20110401 12.25 3.875 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GI G03 184000 1284.17 360 360 8 0 0 0.375 8.375 XXXXX XX 00000 Single Family 184000 20060701 80 No MI 4.25 20110601 13.375 3.125 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 378587 2129.55 360 359 6.375 0 0 0.375 6.75 XXXXXX XXXXXXX XX 00000 PUD 378587 20060601 80 No MI 3.25 20110501 11.75 3.875 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GII G02 255920 1386.23 360 358 6.125 0 0 0.375 6.5 XXXXXXX XX 00000 PUD 255920 20060501 80 No MI 3.75 20110401 11.5 3.125 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G03 215120 1232.46 360 359 6.5 0 0 0.375 6.875 XX XXXXX XX 00000 Condominium 215120 20060601 80 No MI 3 20110501 11.875 3.375 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GII G03 500000 3020.83 360 360 6.875 0 0 0.375 7.25 XXXXXXXXX XX 00000 Single Family 500000 20060701 80 No MI 3 20110601 12.25 2.625 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 134384 867.90 360 359 7.375 0 0 0.375 7.75 XXXXXX XX 00000 Single Family 134384 20060601 80 No MI 3.25 20110501 12.75 2.625 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GII G02 106400 609.58 360 360 6.5 0 0 0.375 6.875 XXXXX XXXXXXXXXX XX 00000 Single Family 106400 20060801 80 No MI 5.25 20110701 11.875 2.875 2 First Lien Y 120 Prepay 360 60 N 20360701 ADN1
GI G03 356800 2453.00 360 358 7.875 0 0 0.375 8.25 XXXXXXX XX 0000 2-4 Family 356800 20060501 80 No MI 2.75 20110401 13.25 4.875 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GII G03 449440 2574.92 360 360 6.5 0 0 0.375 6.875 XXXXXXXXXXX XX 00000 Single Family 449440 20060801 80 No MI 4.25 20110701 11.875 2.625 2 First Lien Y 120 Prepay 360 60 N 20360701 ADN1
GI G03 54340.36 437.71 360 358 8.625 0 0 0.375 9 CAMDEN NJ 8105 2-4 Family 54400 20060501 80 No MI 2.75 20110401 14 3.875 2 First Lien N 0 No_PP 360 60 N 20360401 ADN1
GI G03 249280 1558.00 360 359 7.125 0 0 0.375 7.5 XXXXXXXXXX XX 00000 PUD 249280 20060601 80 No MI 3.75 20110501 12.5 2.375 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 320000 1988.58 360 360 6.625 0 0 0.375 7 XXXXXX XXXXXX XX 00000 Single Family 320000 20060801 80 No MI 3.625 20110701 12 3.375 2 First Lien N 0 Prepay 480 60 N 20360701 ADN1
GII G02 252000 1417.50 360 358 6.375 0 0 0.375 6.75 XXXXXXXXX XX 00000 Single Family 252000 20060501 80 No MI 4.25 20110401 11.75 3.25 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G03 212000 1104.17 360 359 5.875 0 0 0.375 6.25 XXXXX XXXX XX 00000 Single Family 212000 20060601 80 No MI 3 20110501 11.25 3.875 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GI G03 282400 1765.00 360 360 7.125 0 0 0.375 7.5 XXXXXX XX 00000 Single Family 282400 20060701 80 No MI 4.25 20110601 12.5 2.625 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 280000 1575.00 360 358 6.375 0 0 0.375 6.75 XXXXXXX XX 0000 Single Family 280000 20060501 80 No MI 3 20110401 11.75 3.875 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G03 464000 3045.00 360 360 7.5 0 0 0.375 7.875 XXXXXXX XX 00000 2-4 Family 464000 20060801 80 No MI 3.25 20110701 12.875 2.375 2 First Lien Y 120 No_PP 360 60 N 20360701 ADN1
GI G03 228000 1211.25 360 357 6 0 0 0.375 6.375 XXXXXXX XX 00000 Condominium 228000 20060401 80 No MI 7.5 20110301 11.375 2.875 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GI G03 165600 1190.25 360 358 8.25 0 0 0.375 8.625 XXXXXXXX XX 00000 2-4 Family 165600 20060501 80 No MI 2.75 20110401 13.625 7.125 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G03 247200 1545.00 360 360 7.125 0 0 0.375 7.5 XXXXXXXXX XX 00000 Single Family 247200 20060701 80 No MI 3 20110601 12.5 2.375 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 203513.01 1586.69 360 356 8.25 0 0 0.375 8.625 XXXX XXXX XX 00000 PUD 204000 20060301 79.37999725 No MI 2.75 20090201 14.625 2.625 2 First Lien N 0 No_PP 360 36 N 20360201 ADN1
GII G03 420000 2537.50 360 360 6.875 0 0 0.375 7.25 XXXXXXX XX 00000 Single Family 420000 20060701 80 No MI 3 20110601 12.25 2.375 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 152000 1092.50 360 357 8.25 0 0 0.375 8.625 XXXXX XX 00000 Condominium 152000 20060401 80 No MI 6.75 20110301 14.625 2.625 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GI G03 102320 714.11 360 359 8 0 0 0.375 8.375 XXXXXXX XX 00000 Condominium 102320 20060601 80 No MI 5.25 20110501 13.375 6.375 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GII G02 141600 767.00 360 358 6.125 0 0 0.375 6.5 Xxx Xxxxx XX 00000 Condominium 141600 20060501 80 No MI 1.00E+17 2.75 20110401 12.5 4.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 245300 1379.81 360 356 6.5 0 0 0.25 6.75 XXX XXXXX XX 00000 PUD 245300 20060301 79.98999786 No MI 1.00E+17 2.75 20110201 12.75 2 2 First Lien Y 120 Prepay 360 60 N 20360201 ADN1
GIII G02 116000 688.75 360 356 6.875 0 0 0.25 7.125 XXXXX XX 00000 Single Family 116000 20060301 80 No MI 1.00E+17 2.75 20110201 13.125 2.5 2 First Lien Y 120 Prepay 360 60 N 20360201 ADN1
GIII G02 238400 1365.83 360 349 6.625 0 0 0.25 6.875 XXX XXXXX XX 00000 PUD 238400 20050801 80 No MI 1.00E+17 2.75 20100701 11.875 2.5 1 First Lien Y 120 Prepay 360 60 N 20350701 ADN1
GIII G01 264000 1375.00 360 357 6 0 0 0.25 6.25 XXXXXXXX XX 00000 PUD 264000 20060401 80 No MI 1.00E+17 2.75 20110301 12.25 2.5 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GII G02 333592 1806.96 360 358 6.125 0 0 0.375 6.5 Xxxx Xxxxxxxx XX 00000 PUD 333592 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2.5 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 280000 1837.50 360 358 7.625 0 0 0.25 7.875 XXXXXXX XX 00000 PUD 280000 20060501 80 No MI 1.00E+17 2.25 20110401 13.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G02 200000 1145.83 360 358 6.625 0 0 0.25 6.875 XXXXXXXXX XX 00000 Single Family 200000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GII G03 319986.66 1933.25 360 358 6.875 0 0 0.375 7.25 Xxxxxxxxx XX 00000 Single Family 320000 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 144000 885.00 360 358 7 0 0 0.375 7.375 Xxxxxxxx Xxxxx XX 00000 Single Family 144000 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G02 212000 1192.50 360 358 6.375 0 0 0.375 6.75 Xxxxxxx XX 00000 Condominium 212000 20060501 80 No MI 1.00E+17 2.75 20110401 12.75 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 397216 2234.34 360 358 6.5 0 0 0.25 6.75 XXXXXXXXXXX XX 00000 PUD 397216 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G02 278136.5 2097.54 360 355 7.875 0 0 0.375 8.25 XXXXXX XX 00000 PUD 279200 20060201 80 No MI 1.00E+17 2.25 20110101 13.25 2 1 First Lien N 0 Prepay 360 60 N 20360101 AFL2
GIII G02 373500 2100.94 360 358 6.11 0.39 0 0.25 6.75 XXXXX XX 00000 Single Family 373500 20060501 90 Radian Guaranty 1.00E+17 2.875 20110401 12.75 1.875 2 Xxxxx Xxxx X 000 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 251800 1704.90 360 356 7.875 0 0 0.25 8.125 XXX XXXXXX XX 00000 PUD 251800 20060301 80 No MI 1.00E+17 2.25 20110201 13.125 2.235 1 First Lien Y 120 No_PP 360 60 N 20360201 ADN1
GI G02 168727.36 1055.59 360 357 6 0 0 0.375 6.375 XXXXXXXX XX 00000 PUD 169200 20060401 80 No MI 1.00E+17 2.25 20130301 11.375 2 1 First Lien N 0 No_PP 360 84 N 20360301 AFL2
GI G02 160140 1017.56 360 358 7.25 0 0 0.375 7.625 XXXXXXXXX XX 00000 PUD 160140 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 327732 1877.64 360 358 6.5 0 0 0.375 6.875 XXXX XX 00000 PUD 327732 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 348000 1993.75 360 359 6.5 0 0 0.375 6.875 Xxxxxx XX 00000 PUD 348000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G03 160000 1174.02 360 360 7.625 0 0 0.375 8 XXXXXXXXXX XX 00000 2-4 Family 160000 20060701 80 No MI 1.00E+17 2.25 20110601 13 1.875 1 First Lien N 0 No_PP 360 60 N 20360601 AFL2
GII G02 343605.16 2234.42 360 357 6.375 0 0 0.375 6.75 XXX XXXXXXX XX 00000 2-4 Family 344500 20060401 65 No MI 2.25 20110301 11.75 1.875 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GI G01 65318 428.65 360 360 7.5 0 0 0.375 7.875 Xxxx Xxxx XX 00000 PUD 65318 20060701 65 No MI 1.00E+17 2.25 20110601 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GI G03 177000 1106.25 360 359 7.125 0 0 0.375 7.5 Xxxxx Xxxx XX 00000 PUD 177000 20060601 42.65000153 No MI 1.00E+17 2.25 20110501 13.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 327650 1774.77 360 358 6.125 0 0 0.375 6.5 Xxxxxxx XX 00000 PUD 327650 20060501 67.19999695 No MI 1.00E+17 2.25 20110401 11.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 225000 1385.36 360 360 5.875 0 0 0.375 6.25 Xxxxxxxxxx XX 00000 Single Family 225000 20060701 75 No MI 1.00E+17 2.25 20110601 11.25 1.875 1 First Lien N 0 No_PP 360 60 N 20360601 AFL2
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GI G02 277500 1965.63 360 360 8.125 0 0 0.375 8.5 Xxxx XX 00000 Single Family 277500 20060701 75 No MI 1.00E+17 2.25 20110601 13.5 1.875 1 First Lien Y 60 Prepay 360 60 N 20360601 AFL2
GI G03 140706 864.76 360 358 7 0 0 0.375 7.375 Xxxxxxxxxxx XX 00000 PUD 140706 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G02 107993.75 753.71 360 359 8 0 0 0.375 8.375 Xxxxxxxxx XX 00000 Single Family 108000 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 350000 2260.42 360 358 7.375 0 0 0.375 7.75 XXX XXXXXXX XX 00000 Single Family 350000 20060501 60.86999893 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GI G02 236000 1548.75 360 358 7.5 0 0 0.375 7.875 XXX XXXX XX 00000 Single Family 236000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 212000 1391.25 360 357 7.5 0 0 0.375 7.875 Xxxx Xxxxxxxxxx XX 00000 PUD 212000 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
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GI G02 187500 1308.59 360 358 8 0 0 0.375 8.375 Xxxxxxx XX 00000 Single Family 187500 20060501 75 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 139200 971.50 360 358 8 0 0 0.375 8.375 Xxxxxxxx XX 00000 Single Family 139200 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G02 138400 908.25 360 358 7.5 0 0 0.375 7.875 Xxx Xxxx XX 00000 PUD 138400 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
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GI G02 405156 2658.84 360 357 7.5 0 0 0.375 7.875 XXXXXXX XX 00000 PUD 405156 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 108050 742.84 360 358 7.875 0 0 0.375 8.25 Xxx Xxxxxxx XX 00000 PUD 108050 20060501 69.98999786 No MI 1.00E+17 2.25 20110401 13.25 1.875 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GII G03 267579.68 1393.64 360 356 5.875 0 0 0.375 6.25 Xxxxxxxxxx XX 00000 Single Family 268000 20060301 80 No MI 1.00E+17 2.25 20110201 12.25 1.875 2 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GI G03 327017.16 2293.42 360 356 7.125 0 0 0.375 7.5 Xxxxxxxxx XX 00000 Single Family 328000 20060301 80 No MI 1.00E+17 2.25 20110201 12.5 1.875 1 First Lien N 0 Prepay 360 60 N 20360201 AFL2
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GI G02 155442.34 1117.60 360 355 7.375 0 0 0.375 7.75 Xxxxxx Xxxxx XX 00000 Single Family 156000 20060201 80 No MI 1.00E+17 2.25 20110101 12.75 1.875 1 First Lien N 0 Prepay 360 60 N 20360101 AFL2
GI G02 134300 867.35 360 356 7.375 0 0 0.375 7.75 Xxxxxxx XX 00000 Single Family 134300 20060301 79.98999786 No MI 1.00E+17 2.25 20110201 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
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GI G02 228750 1596.48 360 358 8 0 0 0.375 8.375 Xxxxxxxxxxx XX 00000 Single Family 228750 20060501 75 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 144000 1005.00 360 359 8 0 0 0.375 8.375 Xxxxxxx XX 00000 Single Family 144000 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 269250 1823.05 360 356 7.75 0 0 0.375 8.125 Xxxxxxx XX 00000 Single Family 269250 20060301 75 No MI 1.00E+17 2.25 20110201 13.125 1.875 1 First Lien Y 60 Prepay 360 60 N 20360201 AFL2
GII G02 187124 1072.06 360 356 6.5 0 0 0.375 6.875 XXXXXXX XX 00000 Condominium 187124 20060301 70 No MI 1.00E+17 2.25 20110201 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
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GIII G02 176800 957.67 360 358 6.25 0 0 0.25 6.5 XXXXXXX XXXX XX 00000 PUD 176800 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G02 137000 827.71 360 357 7 0 0 0.25 7.25 XXXXXXXX XX 00000 Single Family 137000 20060401 72.87000275 No MI 1.00E+17 2.25 20110301 13.25 2 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GI G02 136500 881.56 360 358 7.375 0 0 0.375 7.75 Xxxxxx Xxxx XX 00000 PUD 136500 20060501 70 No MI 1.00E+17 2.25 20110401 12.75 2 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GIII G02 167592 925.25 360 358 6.375 0 0 0.25 6.625 XXXXX XXXXX XX 00000 PUD 167740 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 1.875 2 Xxxxx Xxxx X 000 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 395246.56 2438.24 360 358 6 0 0 0.25 6.25 XXXXXXX XX 00000 PUD 396000 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 2 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GII G01 328544 1848.06 360 358 6.375 0 0 0.375 6.75 Xxxxxxxx XX 00000 PUD 328544 20060501 80 No MI 1.00E+17 2.25 20090401 12.75 2 2 First Lien Y 120 No_PP 360 36 N 20360401 AFL2
GIII G01 211500 1057.50 360 358 5.75 0 0 0.25 6 XXXXXXXX XX 00000 Single Family 211500 20060501 76.91000366 No MI 1.00E+17 2.25 20110401 12 1.875 2 Xxxxx Xxxx X 000 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 148720 929.50 360 357 7.25 0 0 0.25 7.5 XXXX XXXX XXXXX XX 00000 Condominium 148720 20060401 80 No MI 1.00E+17 2.25 20110301 13.5 2 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G01 333600 1668.00 360 358 5.75 0 0 0.25 6 XXXXXXXX XX 00000 Single Family 333600 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G03 900000 4875.00 360 358 6.25 0 0 0.25 6.5 SANTA XXXX XXXXX XX 00000 Single Family 900000 20060501 79.72000122 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GII G03 276160 1639.70 360 356 6.75 0 0 0.375 7.125 XXX XXXXX XX 00000 Single Family 276160 20060301 80 No MI 1.00E+17 2.25 20110201 12.125 2 1 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GIII G02 289250 1596.90 360 358 6.375 0 0 0.25 6.625 XXXXXXXX XX 00000 PUD 289250 20060501 65 No MI 1.00E+17 2.25 20110401 12.625 1.875 2 Xxxxx Xxxx X 000 Xxxxxx 000 00 X 00000000 XXX0
XXXX G01 348000 1776.25 360 358 5.875 0 0 0.25 6.125 XXXX XX 00000 Single Family 348000 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G01 304000 1456.67 360 357 5.5 0 0 0.25 5.75 XXXXXXXXX XX 00000 Single Family 304000 20060401 80 No MI 1.00E+17 2.25 20110301 11.75 2 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 320000 1733.33 360 357 6.25 0 0 0.25 6.5 XXXXXXXX XX 00000 Condominium 320000 20060401 80 No MI 1.00E+17 2.25 20110301 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G03 516968.14 2748.55 360 358 6.125 0 0 0.25 6.375 XXXXXXXXXX XX 0000 Single Family 522750 20060501 85 Republic MIC 1.00E+17 2.25 20110401 12.375 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G02 400000 2208.33 360 358 6.375 0 0 0.25 6.625 XXXXXX XXXXX XX 00000 Condominium 400000 20060501 76.76999664 No MI 1.00E+17 2.25 20110401 12.625 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GI G02 180000 1162.50 360 358 7.375 0 0 0.375 7.75 XXXXXX XX 00000 Single Family 180000 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G03 643200 3685.00 360 357 6.625 0 0 0.25 6.875 XXXXXXX XXXXX XX 00000 Single Family 643200 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GII G03 352000 2156.00 360 358 6.975 0 0 0.375 7.35 Xxxxxxx XX 00000 Single Family 352000 20060501 80 No MI 1.00E+17 2.25 20110401 12.35 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G01 402417.26 2454.75 360 356 5.875 0 0 0.25 6.125 XXXXXXXXXXXX XX 00000 PUD 404000 20060301 80 No MI 1.00E+17 2.25 20110201 11.125 1.875 1 First Lien N 0 Prepay 360 60 N 20360201 ADN1
GIII G02 239320.54 1556.64 360 357 6.5 0 0 0.25 6.75 XXX XXXXX XX 00000 PUD 240000 20060401 77.91999817 No MI 1.00E+17 2.25 20110301 11.75 2 1 First Lien N 0 Prepay 360 60 N 20360301 ADN1
GIII G02 404000 2230.42 360 357 6.375 0 0 0.25 6.625 XXXXXXXXXX XX 00000 Single Family 404000 20060401 80 No MI 1.00E+17 2.25 20110301 11.625 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G03 616000 3272.50 360 357 6.125 0 0 0.25 6.375 XXX XXXXX XX 00000 Single Family 616000 20060401 80 No MI 1.00E+17 2.25 20110301 11.375 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G03 424000 2650.00 360 357 7.25 0 0 0.25 7.5 XXX XXXXX XX 00000 PUD 424000 20060401 80 No MI 1.00E+17 2.75 20110301 13.5 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G02 186000 1085.00 360 357 6.75 0 0 0.25 7 XXXXXXX XX 00000 Single Family 186000 20060401 80 No MI 1.00E+17 2.25 20110301 12 2.5 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 173920 1177.58 360 356 7.875 0 0 0.25 8.125 XXXXX XX 00000 Condominium 173920 20060301 80 No MI 1.00E+17 2.25 20110201 13.125 2 2 First Lien Y 120 Prepay 360 60 N 20360201 ADN1
GIII G03 460000 2922.92 360 358 7.375 0 0 0.25 7.625 XXX XXXX XX 00000 Condominium 460000 20060501 80 No MI 1.00E+17 2.25 20110401 13.625 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G03 420000 2100.00 360 358 5.75 0 0 0.25 6 XXXXXXXXX XX 00000 PUD 420000 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GII G02 129025 752.65 360 359 6.625 0 0 0.375 7 XXX XXXXXX XX 00000 Single Family 129025 20060601 65 No MI 1.00E+17 2.25 20110501 12 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 163544.05 1189.12 360 356 7.5 0 0 0.375 7.875 Xxxxx Xxxx XX 00000 Single Family 164000 20060301 80 No MI 1.00E+17 2.25 20110201 12.875 1.875 1 First Lien N 0 No_PP 360 60 N 20360201 AFL2
GIII G01 101399.88 464.75 360 358 5.25 0 0 0.25 5.5 XXXXXXXXX XX 00000 Single Family 101400 20060501 75.11000061 No MI 1.00E+17 2.25 20110401 11.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G03 436000 2361.67 360 358 6.25 0 0 0.25 6.5 XXXXXXX XX 00000 Single Family 436000 20060501 76.48999786 No MI 1.00E+17 2.25 20110401 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 256992.78 1422.17 360 356 6.375 0 0 0.25 6.625 XXXXXXXX XX 00000 Single Family 257600 20060301 80 No MI 1.00E+17 2.75 20110201 12.625 2 2 First Lien Y 120 Prepay 360 60 N 20360201 ADN1
GIII G03 1401512.83 8665.63 360 358 7.125 0 0 0.25 7.375 XXXX XXXXX XXXXX XX 00000 Single Family 1410000 20060501 75 No MI 1.00E+17 2.25 20110401 12.375 2.5 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 500000 3020.83 360 358 7 0 0 0.25 7.25 XXXXXX XX 00000 Single Family 500000 20060501 79.37000275 No MI 1.00E+17 2.25 20110401 13.25 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G02 297600 1891.00 360 358 7.25 0 0 0.375 7.625 Xxxxxxxxxxxx XX 00000 PUD 297600 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 225884.93 1364.93 360 358 7 0 0 0.25 7.25 XXXXXXX XXXXX XX 00000 Condominium 225920 20060501 80 No MI 1.00E+17 2.25 20110401 13.25 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GI G02 93110.68 692.71 360 357 7.75 0 0 0.375 8.125 XXXXXXX XX 00000 PUD 93295 20060401 80 No MI 1.00E+17 2.25 20110301 13.125 2 1 First Lien N 0 Prepay 360 60 N 20360301 AFL2
GIII G02 224500 1192.66 360 357 6.125 0 0 0.25 6.375 XXXXXXXX XX 00000 Single Family 224500 20060401 49.88999939 No MI 1.00E+17 2.25 20110301 12.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G02 268000 1535.42 360 358 6.625 0 0 0.25 6.875 XXXXXX XXXX XX 00000 PUD 268000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GII G02 295950 1726.37 360 357 6.625 0 0 0.375 7 Xxx Xxxx XX 00000 Condominium 295950 20060401 79.98999786 No MI 1.00E+17 2.25 20110301 12 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G03 543110 3111.57 360 358 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 Condominium 543110 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 233000 1213.54 360 358 6 0 0 0.25 6.25 XXXXXXXX XX 00000 PUD 233000 20060501 72.80999756 No MI 1.00E+17 2.25 20110401 12.25 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GII G02 95920 539.55 360 358 6.375 0 0 0.375 6.75 Xxxxxx XX 00000 Single Family 95920 20060501 80 No MI 2.25 20110401 11.75 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 121499.9 734.06 360 358 7 0 0 0.25 7.25 XXXX XXXXXX XX 00000 Condominium 121500 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 13.25 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GII G01 325000 1929.69 360 358 6.75 0 0 0.375 7.125 XXXXXXXXX XX 00000 Single Family 325000 20060501 62.5 No MI 1.00E+17 2.25 20090401 13.125 2 1 First Lien Y 120 Prepay 360 36 N 20360401 AFL2
GIII G02 221064.37 1336.00 360 357 7 0 0 0.25 7.25 XXXXXXXXXXX XX 00000 Single Family 221200 20060401 80 No MI 1.00E+17 2.25 20110301 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GII G02 360000 2100.00 360 357 6.625 0 0 0.375 7 XX XXXXXX XX 00000 Single Family 360000 20060401 80 No MI 1.00E+17 2.25 20110301 12 2 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G03 100400 617.04 360 358 7 0 0 0.375 7.375 XXXXX XXXXXX XX 00000 Single Family 100400 20060501 74.98000336 No MI 1.00E+17 2.25 20110401 12.375 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G03 649588.54 3588.54 360 358 6.375 0 0 0.25 6.625 XXXXXXX XX 00000 Single Family 650000 20060501 79.75 No MI 1.00E+17 2.25 20110401 12.625 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G02 231768 1569.26 360 358 7.75 0 0 0.375 8.125 Xxxxx Xxxxxxxxx XX 00000 PUD 231768 20060501 80 No MI 1.00E+17 2.25 20110401 13.125 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 226400 1226.33 360 357 6.25 0 0 0.25 6.5 XXXXXXXXX XX 00000 PUD 226400 20060401 80 No MI 1.00E+17 2.25 20110301 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G02 287195.49 1796.75 360 357 6.125 0 0 0.25 6.375 XXXXXXXXXX XX 00000 Single Family 288000 20060401 80 No MI 1.00E+17 2.25 20110301 12.375 2 2 First Lien N 0 No_PP 360 60 N 20360301 ADN1
GIII G02 317547.42 1885.75 360 358 6.875 0 0 0.25 7.125 XXXX XXXXXXXXXX XX 00000 Condominium 317600 20060501 80 No MI 1.00E+17 2.25 20110401 13.125 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G01 275000 1346.35 360 357 5.625 0 0 0.25 5.875 XXXXXXX XX 00000 Single Family 275000 20060401 32.34999847 No MI 1.00E+17 2.25 20110301 11.875 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GI G03 179440 1102.81 360 357 7 0 0 0.375 7.375 Xxxxxxxx XX 00000 PUD 179440 20060401 80 No MI 1.00E+17 2.25 20110301 12.375 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G01 222400 1505.83 360 353 7.875 0 0 0.25 8.125 XXXX XX 00000 PUD 222400 20051201 80 No MI 1.00E+17 2.75 20101101 14.125 1.875 2 First Lien Y 120 Prepay 360 60 N 20351101 ADN1
GII G02 309424 1740.51 360 356 6.375 0 0 0.375 6.75 XXXXXXXX XX 00000 Single Family 309424 20060301 80 No MI 1.00E+17 2.25 20110201 11.75 2.5 1 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GIII G02 380000 2018.75 360 357 6.125 0 0 0.25 6.375 XXX XXXXX XX 00000 Condominium 380000 20060401 80 No MI 1.00E+17 5 20110301 12.375 1.875 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GI G02 206399.91 1440.50 360 358 8 0 0 0.375 8.375 Xxxxxxx XX 00000 Single Family 206400 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 174962 1148.19 360 359 7.5 0 0 0.375 7.875 XXXXX XX 00000 PUD 174962 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GII G02 367920 2069.55 360 359 6.375 0 0 0.375 6.75 Xxxxxxxx XX 00000 Single Family 367920 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 224000 1470.00 360 360 7.5 0 0 0.375 0.000 Xxxxx Xxxxxxxxx XX 0000 Single Family 224000 20060701 80 No MI 1.00E+17 2.25 20110601 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GIII G03 568050 3313.63 360 357 6.75 0 0 0.25 7 XXXXXXXXXX XX 00000 Single Family 568050 20060401 80 No MI 1.00E+17 2.75 20110301 13 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G02 356000 1965.42 360 357 6.375 0 0 0.25 6.625 XXXXX XXXX XX 00000 PUD 356000 20060401 80 No MI 1.00E+17 2.25 20110301 12.625 2.5 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GI G03 610000 3812.50 360 357 7.125 0 0 0.375 7.5 Xxxxxxxx XX 00000 PUD 610000 20060401 80 No MI 1.00E+17 2.25 20110301 12.5 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G01 199799.41 1041.14 360 354 6 0 0 0.25 6.25 XXXXXXXXX XX 00000 Single Family 200000 20060101 80 No MI 1.00E+17 6.25 20101201 12.25 2 2 First Lien Y 120 No_PP 360 60 N 20351201 ADN1
GIII G01 250000 1302.08 360 357 6 0 0 0.25 6.25 XXX XXXXXX XX 00000 Single Family 250000 20060401 64.94000244 No MI 1.00E+17 2.75 20110301 12.25 2 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GI G01 270000 1743.75 360 357 7.5 0 0 0.25 7.75 XXXXXXX XX 00000 Condominium 270000 20060401 75 No MI 1.00E+17 2.75 20110301 12.75 2.5 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 216000 1237.50 360 357 6.625 0 0 0.25 6.875 XXX XXXXX XX 00000 PUD 216000 20060401 80 No MI 1.00E+17 4.375 20110301 12.875 2.5 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GI G02 130400 855.75 360 358 7.5 0 0 0.375 7.875 Xxxx XX 00000 Single Family 130400 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 4.125 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 137043.33 770.87 360 357 6.5 0 0 0.25 6.75 XXXXXXXXXXX XX 00000 PUD 137050 20060401 79.98999786 No MI 1.00E+17 2.25 20110301 12.75 1.875 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GI G02 128000 840.00 360 360 7.5 0 0 0.375 7.875 XXXXXXXXX XX 00000 Single Family 128000 20060701 77.58000183 No MI 1.00E+17 2.25 20110601 12.875 2 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GII G01 408143.99 2508.38 360 358 7 0 0 0.375 7.375 XXXXXXXXX XX 00000 Single Family 408144 20060501 80 No MI 1.00E+17 2.25 20090401 13.375 1.875 1 First Lien Y 120 No_PP 360 36 N 20360401 AFL2
GI G02 384000 2640.00 360 360 7.875 0 0 0.375 8.25 Xxxxxxx XX 00000 Single Family 384000 20060701 80 No MI 1.00E+17 2.25 20110601 13.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GII G02 285600 1636.25 360 358 6.5 0 0 0.375 6.875 XXXXXXX XX 00000 Townhouse 285600 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 414750 2894.61 360 358 8 0 0 0.375 8.375 XXXXXXX XX 00000 Single Family 414750 20060501 79 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 367950 2453.00 360 358 7.625 0 0 0.375 8 XXXXXXX XX 00000 Single Family 367950 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 112319.54 757.93 360 358 6.75 0 0 0.375 7.125 XXXXXX XX 00000 2-4 Family 112500 20060501 75 No MI 1.00E+17 2.25 20130401 12.125 1.875 1 First Lien N 0 Prepay 360 84 N 20360401 AFL2
GII G02 255000 1407.81 360 357 6.25 0 0 0.375 6.625 PRIOR XXXX XX 00000 Single Family 255000 20060401 51 No MI 1.00E+17 2.25 20110301 11.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G03 143780 898.63 360 358 7.125 0 0 0.375 7.5 Xxxx Xxxxx XX 00000 Condominium 143780 20060501 70 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G02 161600 1043.67 360 358 7.375 0 0 0.375 7.75 Xxxxxxxxx XX 00000 Single Family 161600 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GII G02 253396 1478.14 360 358 6.625 0 0 0.375 7 Xxxxxx XX 00000 PUD 253396 20060501 70 No MI 1.00E+17 2.25 20110401 12 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G01 1712805.3 12884.22 360 358 7.875 0 0 0.375 8.25 Xxxx Xxxxx XX 00000 Single Family 1715000 20060501 70 No MI 1.00E+17 2.25 20110401 13.25 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GI G02 240000 1525.00 360 358 7.25 0 0 0.375 7.625 XXXXXXXXXX XX 00000 Townhouse 240000 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 199920 1395.28 360 358 8 0 0 0.375 8.375 XXXXXXXX XX 00000 Single Family 199920 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G03 166500 1023.28 360 358 7 0 0 0.375 7.375 Xxxxxx XX 00000 PUD 166500 20060501 75 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GII G03 263132.43 1562.35 360 357 6.75 0 0 0.375 7.125 Xxxxxxxxxx XX 00000 Single Family 264000 20060401 80 No MI 1.00E+17 2.25 20110301 13.125 1.875 2 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G02 142500 920.31 360 358 7.375 0 0 0.375 7.75 Xxxxxx XX 00000 Single Family 142500 20060501 75 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G01 292000 1825.00 360 357 7.25 0 0 0.25 7.5 XXXXXXXX XXXX XX 00000 Condominium 292000 20060401 80 No MI 1.00E+17 3.25 20110301 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GI G02 240000 1625.00 360 358 7.75 0 0 0.375 8.125 Xxxxxxxxxxx XX 00000 2-4 Family 240000 20060501 75 No MI 2.25 20110401 13.125 3 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GIII G03 455200 2560.50 360 359 6.5 0 0 0.25 6.75 XXXXXXXXXXX XX 00000 PUD 455200 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 232700 1333.18 360 358 6.625 0 0 0.25 6.875 XXXX XXXX XX 00000 Single Family 232700 20060501 65 No MI 1.00E+17 2.25 20110401 12.875 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G02 220000 1168.75 360 358 6.125 0 0 0.25 6.375 XXXXXXXX XX 00000 Single Family 220000 20060501 70.97000122 No MI 1.00E+17 2.25 20110401 12.375 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GIII G02 175500 950.63 360 357 6.25 0 0 0.25 6.5 XXXXXXX XX 00000 PUD 175700 20060401 79.98999786 No MI 1.00E+17 3.25 20110301 11.5 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GI G01 377590 2359.94 360 357 7.25 0 0 0.25 7.5 XXX XXXX XX 00000 Condominium 377590 20060401 80 No MI 1.00E+17 3.25 20110301 12.5 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 333499 1910.67 360 357 6.625 0 0 0.25 6.875 XXXXXX XX 00000 PUD 333499 20060401 80 No MI 1.00E+17 3.25 20110301 11.875 3 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GI G03 484127.35 2975.37 360 357 7 0 0 0.375 7.375 Xxxxxx XX 00000 Single Family 484450 20060401 79.98999786 No MI 1.00E+17 2.25 20110301 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G03 136500 810.47 360 358 6.75 0 0 0.375 7.125 XXXXXXX XX 00000 Condominium 136500 20060501 65 No MI 1.00E+17 2.25 20110401 12.125 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G02 100000 656.25 360 359 7.5 0 0 0.375 7.875 XXXXXXXXX XX 00000 Single Family 100000 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G03 129599.95 796.50 360 358 7 0 0 0.375 7.375 Xxxxxxx XX 00000 Single Family 129600 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 216000 1350.00 360 357 7.125 0 0 0.375 7.5 Xxxxxxxxxxx XX 00000 Single Family 216000 20060401 80 No MI 1.00E+17 2.25 20110301 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G02 401250 2716.80 360 358 7.75 0 0 0.375 8.125 Xxxxxxxxx XX 00000 Single Family 401250 20060501 75 No MI 1.00E+17 2.25 20110401 13.125 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 39950.1 304.03 360 358 8 0 0 0.375 8.375 XXXXXXXXXX XX 00000 Single Family 40000 20060501 80 No MI 2.25 20110401 13.375 3.125 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GI G02 236850 1628.34 360 357 7.875 0 0 0.375 8.25 XXXXXXX XX 00000 PUD 236850 20060401 79.98999786 No MI 2.25 20110301 13.25 3.125 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 144000 930.00 360 359 7.375 0 0 0.375 7.75 xxxxxxxxx XX 00000 Single Family 144000 20060601 80 No MI 1.00E+17 2.75 20110501 13.75 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
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GI G03 331980 2040.29 360 356 7 0 0 0.375 0.000 Xxxxx Xxxxxx XX 0000 Single Family 332000 20060301 80 No MI 1.00E+17 2.25 20110201 12.375 1.875 1 First Lien Y 60 No_PP 360 60 N 20360201 AFL2
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