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EXECUTION COPY
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xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXXX XX XXXXXXX FUNDING CORPORATION,
as Depositor,
XXXXX FARGO BANK, N.A.,
as Master Servicer and Securities Administrator,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated February 27, 2006
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Mortgage Pass-Through Certificates
Series 2006-2
================================================================================
TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms............................................ 5
Section 1.02 Interest Calculations.................................... 46
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans............................. 46
Section 2.02 Acceptance by the Trustee or Custodian of the Mortgage
Loans................................................. 51
Section 2.03 Representations, Warranties and Covenants of the Master
Servicer.............................................. 55
Section 2.04 Representations and Warranties of the Depositor as to the
Mortgage Loans........................................ 57
Section 2.05 Designation of Interests in the REMICs................... 58
Section 2.06 Designation of Start-up Day.............................. 58
Section 2.07 REMIC Certificate Maturity Date.......................... 58
Section 2.08 Execution and Delivery of Certificates................... 58
ARTICLE III
ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS
Section 3.01 Master Servicing of the Mortgage Loans................... 58
Section 3.02 Monitoring of Servicers.................................. 59
Section 3.03 Fidelity Bond; Errors and Omissions Insurance............ 61
Section 3.04 Access to Certain Documentation.......................... 61
Section 3.05 Maintenance of Primary Mortgage Insurance
Policy; Claims........................................ 62
Section 3.06 Rights of the Depositor, the Securities Administrator and
the Trustee in Respect of the Master Servicer......... 63
Section 3.07 Trustee to Act as Master Servicer........................ 63
Section 3.08 Servicer Custodial Accounts and Escrow Accounts.......... 63
Section 3.09 Collection of Mortgage Loan Payments; Master Servicer
Custodial Account and Certificate Account............. 64
Section 3.10 Access to Certain Documentation and Information Regarding
the Mortgage Loans.................................... 67
Section 3.11 Permitted Withdrawals from the Certificate Account and
the Master Servicer Custodial Account................. 67
Section 3.12 Maintenance of Hazard Insurance and Other Insurance...... 68
Section 3.13 Presentment of Claims and Collection of Proceeds......... 69
Section 3.14 Enforcement of Due-On-Sale Clauses; Assumption
Agreements............................................ 69
Section 3.15 Realization Upon Defaulted Mortgage Loans; REO Property.. 69
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Section 3.16 Trustee to Cooperate; Release of Mortgage Files.......... 71
Section 3.17 Documents, Records and Funds in Possession of the Master
Servicer to be Held for the Trustee................... 72
Section 3.18 Master Servicer Compensation............................. 72
Section 3.19 Advances................................................. 72
Section 3.20 Annual Statement as to Compliance........................ 73
Section 3.21 Assessments of Compliance and Attestation Reports........ 74
Section 3.22 Reports to the Commission................................ 75
ARTICLE IV
MASTER SERVICER'S CERTIFICATE
Section 4.01 Master Servicer's Certificate............................ 82
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS; REMIC ADMINISTRATION
Section 5.01 Distributions............................................ 82
Section 5.02 Priorities of Distributions.............................. 82
Section 5.03 Allocation of Losses..................................... 98
Section 5.04 Statements to Certificateholders......................... 101
Section 5.05 Tax Returns and Reports to Certificateholders............ 105
Section 5.06 Tax Matters Person....................................... 105
Section 5.07 Rights of the Tax Matters Person in Respect of the
Securities Administrator.............................. 106
Section 5.08 REMIC Related Covenants.................................. 106
Section 5.09 Determination of LIBOR................................... 107
Section 5.10 Master Servicer, Securities Administrator and Trustee
Indemnification....................................... 108
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates......................................... 109
Section 6.02 Registration of Transfer and Exchange of Certificates.... 110
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates........ 114
Section 6.04 Persons Deemed Owners.................................... 114
ARTICLE VII
THE DEPOSITOR AND THE MASTER SERVICER
Section 7.01 Respective Liabilities of the Depositor and the Master
Servicer.............................................. 115
Section 7.02 Merger or Consolidation of the Depositor or the Master
Servicer.............................................. 115
Section 7.03 Limitation on Liability of the Depositor, the Master
Servicer and Others................................... 115
Section 7.04 Depositor and Master Servicer Not to Resign.............. 116
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ARTICLE VIII
DEFAULT
Section 8.01 Events of Default........................................ 116
Section 8.02 Remedies of Trustee...................................... 118
Section 8.03 Directions by Certificateholders and Duties of Trustee
During Event of Default............................... 118
Section 8.04 Action upon Certain Failures of the Master Servicer and
upon Event of Default................................. 119
Section 8.05 Trustee to Act; Appointment of Successor................. 119
Section 8.06 Notification to Certificateholders....................... 120
ARTICLE IX
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01 Duties of Trustee and Securities Administrator........... 121
Section 9.02 Certain Matters Affecting the Trustee and the Securities
Administrator......................................... 123
Section 9.03 Neither Trustee nor Securities Administrator Liable for
Certificates or Mortgage Loans........................ 124
Section 9.04 Trustee and Securities Administrator May Own
Certificates.......................................... 125
Section 9.05 Eligibility Requirements for Trustee and the Securities
Administrator......................................... 125
Section 9.06 Resignation and Removal of Trustee and the Securities
Administrator......................................... 126
Section 9.07 Successor Trustee or Securities Administrator............ 127
Section 9.08 Merger or Consolidation of Trustee or Securities
Administrator......................................... 128
Section 9.09 Appointment of Co-Trustee or Separate Trustee............ 128
Section 9.10 Authenticating Agents.................................... 129
Section 9.11 Securities Administrator's Fees and Expenses and
Trustee's Fees and Expenses........................... 130
Section 9.12 Appointment of Custodian................................. 131
Section 9.13 Paying Agents............................................ 131
Section 9.14 Limitation of Liability.................................. 132
Section 9.15 Trustee or Securities Administrator May Enforce Claims
Without Possession of Certificates.................... 132
Section 9.16 Suits for Enforcement.................................... 132
Section 9.17 Waiver of Bond Requirement............................... 133
Section 9.18 Waiver of Inventory, Accounting and Appraisal
Requirement........................................... 133
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase or Liquidation of All Mortgage
Loans................................................. 133
Section 10.02 Additional Termination Requirements...................... 135
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment................................................ 136
Section 11.02 Recordation of Agreement; Counterparts................... 137
Section 11.03 Limitation on Rights of Certificateholders............... 138
Section 11.04 Governing Law............................................ 138
Section 11.05 Notices.................................................. 139
Section 11.06 Severability of Provisions............................... 139
Section 11.07 Certificates Nonassessable and Fully Paid................ 139
Section 11.08 Access to List of Certificateholders..................... 140
Section 11.09 Recharacterization....................................... 140
Section 11.10 Regulation AB Compliance; Intent of the Parties;
Reasonableness........................................ 140
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EXHIBITS
Exhibit 1-A-1 Form of Face of Class 1-A-1 Certificate
Exhibit 1-A-2 Form of Face of Class 1-A-2 Certificate
Exhibit 1-A-3 Form of Face of Class 1-A-3 Certificate
Exhibit 1-A-4 Form of Face of Class 1-A-4 Certificate
Exhibit 1-A-5 Form of Face of Class 1-A-5 Certificate
Exhibit 2-A-R Form of Face of Class 2-A-R Certificate
Exhibit 2-A-1 Form of Face of Class 2-A-1 Certificate
Exhibit 2-A-2 Form of Face of Class 2-A-2 Certificate
Exhibit 2-A-3 Form of Face of Class 2-A-3 Certificate
Exhibit 2-A-4 Form of Face of Class 2-A-4 Certificate
Exhibit 2-A-5 Form of Face of Class 2-A-5 Certificate
Exhibit 2-A-6 Form of Face of Class 2-A-6 Certificate
Exhibit 2-A-7 Form of Face of Class 2-A-7 Certificate
Exhibit 2-A-8 Form of Face of Class 2-A-8 Certificate
Exhibit 2-A-9 Form of Face of Class 2-A-9 Certificate
Exhibit 2-A-10 Form of Face of Class 2-A-10 Certificate
Exhibit 2-A-11 Form of Face of Class 2-A-11 Certificate
Exhibit 2-A-12 Form of Face of Class 2-A-12 Certificate
Exhibit 2-A-13 Form of Face of Class 2-A-13 Certificate
Exhibit 2-A-14 Form of Face of Class 2-A-14 Certificate
Exhibit 2-A-15 Form of Face of Class 2-A-15 Certificate
Exhibit 2-A-16 Form of Face of Class 2-A-16 Certificate
Exhibit 2-A-17 Form of Face of Class 2-A-17 Certificate
Exhibit 2-A-18 Form of Face of Class 2-A-18 Certificate
Exhibit 2-A-19 Form of Face of Class 2-A-19 Certificate
Exhibit 2-A-20 Form of Face of Class 2-A-20 Certificate
Exhibit 2-A-21 Form of Face of Class 2-A-21 Certificate
Exhibit 2-A-22 Form of Face of Class 2-A-22 Certificate
Exhibit 3-A-1 Form of Face of Class 3-A-1 Certificate
Exhibit 3-A-2 Form of Face of Class 3-A-2 Certificate
Exhibit 4-A-1 Form of Face of Class 4-A-1 Certificate
Exhibit 4-A-2 Form of Face of Class 4-A-2 Certificate
Exhibit 4-A-3 Form of Face of Class 4-A-3 Certificate
Exhibit 5-A-1 Form of Face of Class 5-A-1 Certificate
Exhibit 5-A-2 Form of Face of Class 5-A-2 Certificate
Exhibit 5-A-3 Form of Face of Class 5-A-3 Certificate
Exhibit 6-A-1 Form of Face of Class 6-A-1 Certificate
Exhibit 6-A-2 Form of Face of Class 6-A-2 Certificate
Exhibit 6-A-3 Form of Face of Class 6-A-3 Certificate
Exhibit 6-A-4 Form of Face of Class 6-A-4 Certificate
Exhibit X-IO Form of Face of Class X-IO Certificate
Exhibit X-PO Form of Face of Class X-PO Certificate
Exhibit B-1 Form of Face of Class B-1 Certificate
Exhibit B-2 Form of Face of Class B-2 Certificate
Exhibit B-3 Form of Face of Class B-3 Certificate
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Exhibit B-4 Form of Face of Class B-4 Certificate
Exhibit B-5 Form of Face of Class B-5 Certificate
Exhibit B-6 Form of Face of Class B-6 Certificate
Exhibit X-M-1 Form of Face of Class X-M-1 Certificate
Exhibit X-B-1 Form of Face of Class X-B-1 Certificate
Exhibit X-B-2 Form of Face of Class X-B-2 Certificate
Exhibit X-B-3 Form of Face of Class X-B-3 Certificate
Exhibit X-B-4 Form of Face of Class X-B-4 Certificate
Exhibit X-B-5 Form of Face of Class X-B-5 Certificate
Exhibit X-B-6 Form of Face of Class X-B-6 Certificate
Exhibit C Form of Reverse of all Certificates
Exhibit D-1 Loan Group 1 Mortgage Loan Schedule
Exhibit D-2 Loan Group 2 Mortgage Loan Schedule
Exhibit D-3 Loan Group 3 Mortgage Loan Schedule
Exhibit D-4 Loan Group 4 Mortgage Loan Schedule
Exhibit D-5 Loan Group 5 Mortgage Loan Schedule
Exhibit D-6 Loan Group 6 Mortgage Loan Schedule
Exhibit E Request for Release of Documents
Exhibit F Form of Certification of Establishment of Account
Exhibit G-1 Form of Transferor's Certificate
Exhibit G-2A Form 1 of Transferee's Certificate
Exhibit G-2B Form 2 of Transferee's Certificate
Exhibit H Form of Transferee Representation Letter for ERISA
Restricted Certificates
Exhibit I Form of Affidavit Regarding Transfer of Residual Certificate
Exhibit J List of Recordation States
Exhibit K Form of Initial Certification
Exhibit L Form of Final Certification
Exhibit M Form of Xxxxxxxx-Xxxxx Certification
Exhibit N Form of Securities Administrator's Certification
Exhibit O Principal Balance Schedules
Exhibit P [Reserved]
Exhibit Q Relevant Servicing Criteria
Exhibit R Additional Form 10-D Disclosure
Exhibit S Additional Form 10-K Disclosure
Exhibit T Form 8-K Disclosure
Exhibit U Form of Back-up Certification
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POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated February 27, 2006, is hereby
executed by and among BANC OF AMERICA FUNDING CORPORATION, as depositor
(together with its permitted successors and assigns, the "Depositor"), XXXXX
FARGO BANK, N.A., as master servicer (together with its permitted successors and
assigns, in such capacity, the "Master Servicer") and as securities
administrator (together with its permitted successors and assigns, in such
capacity, the "Securities Administrator"), and U.S. BANK NATIONAL ASSOCIATION,
as trustee (together with its permitted successors and assigns, the "Trustee").
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Depositor,
the Master Servicer, the Securities Administrator and the Trustee agree as
follows:
PRELIMINARY STATEMENT
In exchange for the Certificates, the Depositor hereby conveys the Trust
Estate to the Trustee to create the Trust. The Trust Estate for federal income
tax purposes shall be treated as three real estate mortgage investment conduits
(the "Upper-Tier REMIC," the "Intermediate Lower-Tier REMIC" and the "Lower-Tier
REMIC," respectively, and each a "REMIC"). The Uncertificated Lower-Tier
Interests will represent the "regular interests" and the Class LR Interest shall
be the "residual interest" in the Lower-Tier REMIC for purposes of the REMIC
Provisions. The Uncertificated Lower-Tier Interests shall constitute the assets
of the Intermediate Lower-Tier REMIC. The Uncertificated Intermediate Lower-Tier
Interests shall constitute the "regular interests" and the Class ILR Interest
shall be the "residual interest" in the Intermediate Lower-Tier REMIC. The
Uncertificated Intermediate Lower-Tier Interests shall constitute the assets of
the Upper-Tier REMIC. The Senior Certificates (other than the Class 2-A-R
Certificate, the Class 1-A-5 Certificates, the Class 4-A-1 Certificates, the
Class 5-A-3 Certificates, the Class X-IO Certificates and the Class X-PO
Certificates), the Components, the Class B Certificates, the Class X-M-1
Certificates and the Class X-B Certificates are referred to collectively as the
"Regular Certificates" and shall constitute "regular interests" in the
Upper-Tier REMIC for purposes of the REMIC Provisions. The Class UR Interest
shall be the "residual interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions. The Class 2-A-R Certificate shall represent beneficial
ownership of the Class LR Interest, the Class ILR Interest and the Class UR
Interest. The "latest possible maturity date" for federal income tax purposes of
all interests created hereby will be the REMIC Certificate Maturity Date.
The following table sets forth characteristics of the Certificates and the
Components, together with the minimum denominations and integral multiples in
excess thereof in which the Classes of Certificates shall be issuable:
INTEGRAL
INITIAL CLASS PASS- MULTIPLES IN
CERTIFICATE BALANCE THROUGH MINIMUM EXCESS OF
CLASSES OR NOTIONAL AMOUNT RATE DENOMINATION MINIMUM
------- ------------------- ------- ------------ ------------
Class 1-A-1 $ 49,598,334 5.000% $ 1,000 $ 1
Class 1-A-2 $ 9,919,666 (1) $ 1,000 $ 1
Class 1-A-3 (2) (3) $1,000,000 N/A
Class 1-A-4 $ 2,255,000 5.500% $ 1,000 $ 1
Class 1-A-5 (4) (5) $1,000,000 N/A
Class 2-A-R $ 100 5.750% $ 100 $ 1
Class 2-A-1 $100,000,000 5.750% $ 1,000 $ 1
Class 2-A-2 $ 10,000,000 6.250% $ 1,000 $ 1
Class 2-A-3 $ 1,411,000 6.000% $ 1,000 $ 1
Class 2-A-4 $ 1,205,000 6.000% $ 1,000 $ 1
Class 2-A-5 $ 2,384,000 6.000% $ 1,000 $ 1
Class 2-A-6 $ 2,785,000 5.500% $ 1,000 $ 1
Class 2-A-7 $ 2,785,000 5.500% $ 1,000 $ 1
Class 2-A-8 $ 2,870,000 5.500% $ 1,000 $ 1
Class 2-A-9 $ 4,220,000 6.000% $ 1,000 $ 1
Class 2-A-10 $ 4,220,000 6.000% $ 1,000 $ 1
Class 2-A-11 $ 13,539,000 5.500% $ 1,000 $ 1
Class 2-A-12 $ 16,033,000 5.750% $ 1,000 $ 1
Class 2-A-13 $ 13,539,000 6.000% $ 1,000 $ 1
Class 2-A-14 $ 1,633,000 5.750% $ 1,000 $ 1
Class 2-A-15 $ 30,000,000 5.750% $ 1,000 $ 1
Class 2-A-16 $ 2,362,000 5.750% $ 1,000 $ 1
Class 2-A-17 $100,000,000 5.750% $ 1,000 $ 1
Class 2-A-18 $ 62,476,000 5.750% $ 1,000 $ 1
Class 2-A-19 $ 20,825,000 5.750% $ 1,000 $ 1
Class 2-A-20 $ 17,496,000 5.750% $1,000,000 N/A
Class 2-A-21 $ 1,586,670 (6) $ 1,000 $ 1
Class 2-A-22 $ 11,493,330 6.000% $ 1,000 $ 1
Class 3-A-1 $ 91,863,000 6.000% $ 1,000 $ 1
Class 3-A-2 $ 8,644,000 6.000% $ 1,000 $ 1
Class 4-A-1 $ 33,060,000 (7) $ 1,000 $ 1
Class 4-A-2 $ 61,314,000 (8) $ 1,000 $ 1
Class 4-A-3 $ 3,097,000 6.000% $ 1,000 $ 1
Class 5-A-1 $ 37,865,000 (9) $ 1,000 $ 1
Class 5-A-2 $ 1,913,000 6.000% $ 1,000 $ 1
Class 5-A-3 (10) (11) $1,000,000 N/A
Class 6-A-1 $ 35,150,000 5.500% $ 1,000 $ 1
Class 6-A-2 $ 9,084,000 5.500% $ 1,000 $ 1
Class 6-A-3 $ 1,009,000 5.500% $ 1,000 $ 1
Class 6-A-4 $ 3,349,000 5.500% $ 1,000 $ 1
Class B-1 $ 3,192,000 6.000% $ 25,000 $ 1
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INTEGRAL
INITIAL CLASS PASS- MULTIPLES IN
CERTIFICATE BALANCE THROUGH MINIMUM EXCESS OF
CLASSES OR NOTIONAL AMOUNT RATE DENOMINATION MINIMUM
------- ------------------- ------- ------------ ------------
Class B-2 $ 596,000 6.000% $ 25,000 $1
Class B-3 $ 324,000 6.000% $ 25,000 $1
Class B-4 $ 217,000 6.000% $ 25,000 $1
Class B-5 $ 162,000 6.000% $ 25,000 $1
Class B-6 $ 162,819 6.000% $ 25,000 $1
Class X-IO (12) (12) $1,000,000 $1
Class X-PO (13) (13) $ 25,000 $1
Class X-M-1 $9,910,000 (14) $ 25,000 $1
Class X-B-1 $4,600,000 (14) $ 25,000 $1
Class X-B-2 $4,247,000 (14) $ 25,000 $1
Class X-B-3 $2,831,000 (14) $ 25,000 $1
Class X-B-4 $1,770,000 (14) $ 25,000 $1
Class X-B-5 $1,061,000 (14) $ 25,000 $1
Class X-B-6 $1,416,330 (14) $ 25,000 $1
INITIAL COMPONENT INTEGRAL
BALANCE OR PASS- MULTIPLES IN
COMPONENT NOTIONAL THROUGH MINIMUM EXCESS OF
COMPONENTS AMOUNT RATE DENOMINATION MINIMUM
---------- ------------------ ------- ------------ ------------
Class 1-1A5 (15) (5) N/A N/A
Class 5-1A5 (15) (5)
Class 4-5A3 (15) (11) N/A N/A
Class 5-5A3 (15) (11) N/A N/A
Class 4-4A1 $20,438,000 (7) N/A N/A
Class 5-4A1 $12,622,000 (7) N/A N/A
Class 1-X-IO (15) 5.500% N/A N/A
Class 2-X-IO (15) 5.500% N/A N/A
Class 3-X-IO (15) 5.500% N/A N/A
Class 4-X-IO (15) 5.500% N/A N/A
Class 5-X-IO (15) 5.500% N/A N/A
Class 6-X-IO (15) 5.500% N/A N/A
Class 1-X-PO $ 403,481 (16) N/A N/A
Class 2-X-PO $ 8,241,745 (16) N/A N/A
Class 3-X-PO $ 3,054,904 (16) N/A N/A
Class 4-X-PO $ 2,395,790 (16) N/A N/A
Class 5-X-PO $ 400,204 (16) N/A N/A
Class 6-X-PO $ 31,613 (16) N/A N/A
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(1) During the initial Interest Accrual Period, interest will accrue on the
Class 1-A-2 Certificates at the rate of 4.920% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 1-A-2
Certificates at a per annum rate equal to (i) 0.350% plus (ii) LIBOR,
subject to a minimum rate of 0.350% and a maximum rate of 7.500%.
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(2) The Class 1-A-3 Certificates are Interest Only Certificates, have no class
balance and will bear interest on their notional amount (initially
approximately $9,919,666).
(3) During the initial Interest Accrual Period, interest will accrue on the
Class 1-A-3 Certificates at the rate of 3.080% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 1-A-3
Certificates at a per annum rate equal to (i) 7.650% minus (ii) LIBOR,
subject to a minimum rate of 0.000% and a maximum rate of 7.650%.
(4) The Class 1-A-5 Certificates are Interest Only Certificates, have no class
balance, will be deemed for purposes of distributions of interest to have
two Components (the Class 1-1A5 Component and the Class 5-1A5 Component)
and will bear interest on the notional amounts of their Components
(initially approximately $47,784,666 in the aggregate).
(5) During the initial Interest Accrual Period, interest will accrue on each
Component of the Class 1-A-5 Certificates at the rate of 0.000% per annum.
During each Interest Accrual Period thereafter, interest will accrue on (a)
the Class 1-1A5 Component at a per annum rate equal to the arithmetic mean
of LIBOR minus 7.150% and (b) the Class 5-1A5 Component at a rate per annum
equal to LIBOR minus 7.100%, in each case subject to a minimum rate of
0.000% and a maximum rate of 0.500%.
(6) The Class 2-A-21 Certificates are Principal Only Certificates and will not
be entitled to distributions in respect of interest.
(7) The Class 4-A-1 Certificates are entitled to principal and interest and
will be deemed for purposes of principal and interest distributions to have
two Components (the Class 4-4A1 Component and the Class 5-4A1 Component).
During the initial Interest Accrual Period, interest will accrue on the
Class 4-4A1 Component and the Class 5-4A1 Component at the rates of
9.09000000% and 9.08991841%, respectively, per annum. During each Interest
Accrual Period thereafter, interest will accrue (a) on the Class 4-4A1
Component of the Class 4-A-1 Certificates at a per annum rate equal to (i)
22.800% minus (ii) the product of 3 and LIBOR and (b) on the Class 5-4A1
Component of the Class 4-A-1 Certificates at a rate per annum equal to (i)
22.79955633% minus (ii) the product of 2.99992077 and LIBOR, subject to a
minimum rate of 0.000% in each case and a maximum rate of 22.800% in the
case of the Class 4-4A1 Component and 22.79955633% in the case of the Class
5-4A1 Component.
(8) During the initial Interest Accrual Period, interest will accrue on the
Class 4-A-2 Certificates at the rate of 4.920% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 4-A-2
Certificates at a per annum rate equal to (i) 0.350% plus (ii) LIBOR,
subject to a minimum rate of 0.350% and a maximum rate of 8.000%.
(9) During the initial Interest Accrual Period, interest will accrue on the
Class 5-A-1 Certificates at the rate of 4.920% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 5-A-1
Certificates at a per annum rate equal to (i) 0.350% plus (ii) LIBOR,
subject to a minimum rate of 0.350% and a maximum rate of 7.500%.
(10) The Class 5-A-3 Certificates are Interest Only Certificates, have no class
balance, will be deemed for purposes of distributions of interest to have
two Components (the Class 4-5A3 Component and the Class 5-5A3 Component)
and will bear interest on the notional amounts of their Components
(initially approximately $99,179,000 in the aggregate).
(11) During the initial Interest Accrual Period, interest will accrue on the
Class 4-5A3 Component and Class 5-5A3 Component at the rate of 0.050% and
0.050%, respectively, per annum. During each Interest Accrual Period
thereafter, interest will accrue on each Component of the Class 5-A-3
Certificates at a per annum rate equal to (i) 7.150% minus (ii) LIBOR,
subject to a minimum rate of 0.000% and a maximum rate of 0.050%.
(12) The Class X-IO Certificates are Interest Only Certificates and will be
deemed for purposes of distributions of interest to consist of six
Components: the Class 1-X-IO, Class 2-X-IO, Class 3-X-IO, Class 4-X-IO,
Class 5-X-IO and Class 6-X-IO Components. The Components of a class are not
severable. The initial notional amount of the Class X-IO Certificates will
be approximately $14,390,413.
(13) The Class X-PO Certificates are Principal Only Certificates and will be
deemed for purposes of distributions of principal to consist of six
Components: the Class 1-X-PO, Class 2-X-PO, Class 3-X-PO, Class 4-X-PO,
Class 5-X-PO and Class 6-X-PO Components. The Components of a class are not
severable. The initial class balance of the Class X-PO Certificates will be
approximately $14,527,736.
(14) Interest will accrue on the Class X-M-1 and each of the Class X-B
Certificates for each Distribution Date at a per annum rate equal to the
weighted average (based on the Group Subordinate Amount for Loan Group 1,
Loan Group 2, Loan Group 4, Loan Group 5 and Loan Group 6) of (i) with
respect to Loan Group 1, 5.500%, (ii) with respect to Loan Group 2, 5.750%,
(iii) with respect to Loan Group 4, 6.000%, (iv) with respect to Loan Group
5, 6.000% and (v) with respect to Loan Group 6, 5.500%. For the initial
Distribution Date in March 2006, this rate is expected to be approximately
5.760722% per annum.
(15) The Class 1-1A5, Class 5-1A5, Class 4-5A3, Class 5-5A3, Class 1-X-IO, Class
2-X-IO, Class 3-X-IO, Class 4-X-IO, Class 5-X-IO and Class 6-X-IO
Components are Interest Only Components, have no component balance and will
bear interest on their notional amounts (initially approximately
$9,919,666, $37,865,000 $61,314,000, $37,865,000, $893,561, $10,207,433,
$683,272, $568,936, $1,306,315 and $730,896, respectively).
(16) The Class 1-X-PO, Class 2-X-PO, Class 3-X-PO, Class 4-X-PO, Class 5-X-PO
and Class 6-X-PO Components are Principal Only Components and will not be
entitled to distributions in respect of interest.
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ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
meanings specified in this Article:
10-K Filing Deadline: As defined in Section 3.22(c).
1933 Act: The Securities Act of 1933, as amended.
Accrued Certificate Interest: For any Distribution Date and each
interest-bearing Class (other than the Class 1-A-5, Class 4-A-1, Class 5-A-3 and
Class X-IO Certificates), one month's interest accrued during the related
Interest Accrual Period at the applicable Pass-Through Rate on the applicable
Class Certificate Balance or Notional Amount. For any Distribution Date and the
Class 1-A-5, Class 4-A-1, Class 5-A-3 and Class X-IO Certificates, the sum of
the Accrued Component Interest for each Class 1-A-5, Class 4-A-1, Class 5-A-3
and Class X-IO Component, as applicable.
Accrued Component Interest: For any Distribution Date and each
interest-bearing Component, one month's interest accrued during the related
Interest Accrual Period at the applicable Pass-Through Rate on the related
Notional Amount or, in the case of the Class 4-A-1 Components, at the applicable
Pass-Through Rate on the related Component Balance.
Additional Disclosure Notification the form of notification to be included
with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or
Form 8-K Disclosure Information which is attached hereto as Exhibit V.
Additional Form 10-D Disclosure: As defined in Section 3.22(b).
Additional Form 10-K Disclosure: As defined in Section 3.22(c).
Additional Servicer: A Subcontractor engaged by the Master Servicer or the
Securities Administrator that is a "servicer" within the meaning of Item 1101 of
Regulation AB and meets the criteria in Item 1108(a)(2)(i) through (iii) of
Regulation AB.
Adjusted Pool Amount: With respect to any Distribution Date and Loan Group,
the Cut-off Date Pool Principal Balance of the Mortgage Loans of such Loan Group
minus the sum of (i) all amounts in respect of principal received in respect of
the Mortgage Loans in such Loan Group (including, without limitation, amounts
received as Monthly Payments, Periodic Advances, Principal Prepayments,
Liquidation Proceeds and Substitution Adjustment Amounts) and distributed to
Holders of the Certificates of the Related Group on such Distribution Date and
all prior Distribution Dates and (ii) the principal portion of all Realized
Losses (other than Debt Service Reductions) incurred on the Mortgage Loans in
such Loan Group from the Cut-off Date through the end of the month preceding
such Distribution Date.
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Adjusted Pool Amount (Non-PO Portion): With respect to any Distribution
Date and Loan Group, the difference between the Adjusted Pool Amount and the
Adjusted Pool Amount (PO Portion) for such Loan Group.
Adjusted Pool Amount (PO Portion): With respect to any Distribution Date
and Loan Group, the sum of the amount, calculated as follows, with respect to
each Outstanding Mortgage Loan in such Loan Group: the product of (i) the PO
Percentage for such Mortgage Loan and (ii) the remainder of (A) the Cut-off Date
Principal Balance of such Mortgage Loan minus (B) the sum of (x) all amounts in
respect of principal received in respect of such Mortgage Loan (including,
without limitation, amounts received as Monthly Payments, Periodic Advances,
Principal Prepayments, Liquidation Proceeds and Substitution Adjustment Amounts)
and distributed to Holders of the Certificates of the Related Group on such
Distribution Date and all prior Distribution Dates and (y) the principal portion
of any Realized Loss (other than a Debt Service Reduction) incurred on such
Mortgage Loan from the Cut-off Date through the end of the month preceding such
Distribution Date.
Advance: A Periodic Advance or a Servicing Advance.
Advance Date: As to any Distribution Date and each Mortgage Loan, the
Business Day preceding the related Remittance Date.
Agreement: This Pooling and Servicing Agreement together with all
amendments hereof and supplements hereto.
Appraised Value: With respect to any Mortgaged Property, either (i) the
lesser of (a) the appraised value determined in an appraisal obtained by the
originator at origination of such Mortgage Loan or, in certain cases, an
automated valuation model (if applicable) or tax assessed value and (b) the
sales price for such property, except that, in the case of Mortgage Loans the
proceeds of which were used to refinance an existing mortgage loan, the
Appraised Value of the related Mortgaged Property is the appraised value thereof
determined in an appraisal obtained at the time of refinancing or, in certain
cases, an automated valuation model (if applicable) or tax assessed value, or
(ii) the appraised value determined in an appraisal made at the request of a
Mortgagor subsequent to origination in order to eliminate the Mortgagor's
obligation to keep a Primary Mortgage Insurance Policy in force.
Assessment of Compliance: As defined in Section 3.21(a).
Assignment of Mortgage: An individual assignment of the Mortgage, notice of
transfer or equivalent instrument in recordable form, sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to give
record notice of the sale of the Mortgage.
Attestation Report: As defined in Section 3.21(b).
Authenticating Agents: As defined in Section 9.10.
Back-up Certification: As defined in Section 3.22(e).
BAFC: Banc of America Funding Corporation.
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BAMCC: Banc of America Mortgage Capital Corporation.
BANA: Bank of America, National Association, a national banking
association, or its successor in interest.
BANA Servicing Agreement: The Servicing Agreement, dated February 27, 2006,
by and between BAFC, as depositor, and BANA, as servicer.
Book-Entry Certificate: All Classes of Certificates other than the Physical
Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of North Carolina, the State of New
York, the states in which the servicing offices of any Servicer are located, the
state or states in which the master servicing offices of the Master Servicer are
located or the state or states in which the Corporate Trust Offices of the
Trustee and the Securities Administrator are located are required or authorized
by law or executive order to be closed.
Buy-Down Account: The separate Eligible Account or Accounts created and
maintained by a Servicer pursuant to Section 3.08.
Buy-Down Agreement: An agreement governing the application of Buy-Down
Funds with respect to a Buy-Down Mortgage Loan.
Buy-Down Funds: Money advanced by a builder, seller or other interested
party to reduce a Mortgagor's monthly payment during the initial years of a
Buy-Down Mortgage Loan.
Buy-Down Mortgage Loan: Any Mortgage Loan in respect of which, pursuant to
a Buy-Down Agreement, the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
from Buy-Down Funds.
Calculated Principal Distribution: As defined in Section 5.03(d).
Certificate: Any of the Banc of America Funding Corporation Mortgage
Pass-Through Certificates, Series 2006-2 that are issued pursuant to this
Agreement.
Certificate Account: The Eligible Account created and maintained by the
Securities Administrator pursuant to Section 3.09(b) in the name of the
Securities Administrator, on behalf of the Trustee, for the benefit of the
Certificateholders and designated "Xxxxx Fargo Bank, N.A., as Securities
Administrator for U.S. Bank National Association, as Trustee, in trust for
registered holders of Banc of America Funding Corporation Mortgage Pass-Through
Certificates, Series 2006-2." The Certificate Account shall be deemed to consist
of four sub-accounts; one for Loan Groups 1, 2, 4, 5 and 6 and one for Loan
Group 3, a third sub-account referred to herein as the Intermediate Lower-Tier
Certificate Sub-Account and a fourth sub-account referred to herein as the
Upper-Tier Certificate Sub-Account. Funds in the Certificate Account shall be
held in trust for the Holders of the Certificates for the uses and purposes set
forth in this Agreement.
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Certificate Balance: With respect to any Certificate (other than the Class
1-A-3, 1-A-5, Class 5-A-3 and Class X-IO Certificates) at any date, the maximum
dollar amount of principal to which the Holder thereof is then entitled
hereunder, such amount being equal to the product of the Percentage Interest of
such Certificate and the Class Certificate Balance of the Class of Certificates
of which such Certificate is a part. The Class 1-A-3, 1-A-5, Class 5-A-3 and
Class X-IO Certificates have no Certificate Balance.
Certificate Custodian: Initially, Xxxxx Fargo Bank, N.A.; thereafter any
other Certificate Custodian acceptable to the Depository and selected by the
Securities Administrator.
Certificate Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of a Book-Entry Certificate. With respect to any
Definitive Certificate, the Certificateholder of such Certificate.
Certificate Register: The register maintained pursuant to Section 6.02.
Certificate Registrar: The registrar appointed pursuant to Section 6.02.
Certificateholder: The Person in whose name a Certificate is registered in
the Certificate Register, except that, solely for the purpose of giving any
consent pursuant to this Agreement, any Certificate registered in the name of
the Depositor, the Master Servicer or any affiliate thereof shall be deemed not
to be outstanding and the Percentage Interest and Voting Rights evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests or Voting Rights, as the case may be, necessary
to effect any such consent has been obtained, unless such entity is the
registered owner of the entire Class of Certificates, provided that the
Securities Administrator shall not be responsible for knowing that any
Certificate is registered in the name of an affiliate of the Depositor or the
Master Servicer unless one of its Responsible Officers has actual knowledge
thereof.
CHL: Countrywide Home Loans, Inc.
Class: As to the Certificates, the Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class 1-A-5, Class 2-A-R, Class 2-A-1, Class 2-A-2, Class 2-A-3,
Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8, Class 2-A-9,
Class 2-A-10, Class 2-A-11, Class 2-A-12, Class 2-A-13, Class 2-A-14, Class
2-A-15, Class 2-A-16, Class 2-A-17, Class 2-A-18, Class 2-A-19, Class 2-A-20,
Class 2-A-21, Class 2-A-22, Class 3-A-1, Class 3-A-2, Class 4-A-1, Class 4-A-2,
Class 4-A-3, Class 5-A-1, Class 5-A-2, Class 5-A-3, Class 6-A-1, Class 6-A-2,
Class 6-A-3, Class 6-A-4, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5,
Class B-6, Class X-M-1, Class X-B-1, Class X-B-2, Class X-B-3, Class X-B-4,
Class X-B-5, Class X-B-6, Class X-IO and Class X-PO Certificates, as the case
may be.
Class 1-A-1/2 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for Loan Group 1, the amount, if any, by
which the sum of the Class Certificate Balances of the Class 1-A-1 and Class
1-A-2 Certificates would be reduced as a result of the allocation of any
reduction pursuant to Section 5.03(b) to such Classes, without regard to the
operation of Section 5.03(e).
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Class 1-A-4 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for Loan Group 1, the lesser of
(a) the Class Certificate Balance of the Class 1-A-4 Certificate with respect to
such Distribution Date prior to any reduction for the Class 1-A-4 Loss
Allocation Amount and (b) the Class 1-A-1/2 Loss Amount with respect to such
Distribution Date.
Class 1-1A5 Notional Amount: As to any Distribution Date and the Class
1-1A5 Component, the Class Certificate Balance of the Class 1-A-2 Certificates
on such date.
Class 1-A-3 Notional Amount: As to any Distribution Date and the Class
1-A-3 Certificates, the Class Certificate Balance of the Class 1-A-2
Certificates.
Class 1-A-5 Component: Any of the Class 1-1A5 Component and the Class 5-1A5
Component.
Class 1-X-IO Notional Amount: With respect to each Distribution Date and
the Class 1-X-IO Component, an amount equal to the product of (i) the aggregate
of the Stated Principal Balances of the Group 1 Premium Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution Date and (ii) a
fraction, (a) the numerator of which is equal to the weighted average of the Net
Mortgage Interest Rates of the Group 1 Premium Mortgage Loans (based on the
Stated Principal Balances of the Group 1 Premium Mortgage Loans as of the due
date in the month preceding the month of such Distribution Date) minus 5.50% and
(b) the denominator of which is equal to 5.50%.
Class 2-A-11/12/13 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date for Loan Group 2, the amount, if any,
by which the sum of the Class Certificate Balances of the Class 2-A-11, Class
2-A-12 and Class 2-A-13 Certificates would be reduced as a result of the
allocation of any reduction pursuant to Section 5.03(b) to such Classes, without
regard to the operation of Section 5.03(e).
Class 2-A-14 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for Loan Group 2, the lesser of
(a) the Class Certificate Balance of the Class 2-A-14 Certificate with respect
to such Distribution Date prior to any reduction for the Class 2-A-14 Loss
Allocation Amount and (b) the Class 2-A-11/12/13 Loss Amount with respect to
such Distribution Date.
Class 2-A-15 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for Loan Group 2, the amount, if any, by
which the Class Certificate Balance of the Class 2-A-15 Certificate would be
reduced as a result of the allocation of any reduction pursuant to Section
5.03(b) to such Class, without regard to the operation of Section 5.03(e).
Class 2-A-16 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for Loan Group 2, the lesser of
(a) the Class Certificate Balance of the Class 2-A-16 Certificate with respect
to such Distribution Date prior to any reduction for the Class 2-A-16 Loss
Allocation Amount and (b) the Class 2-A-15 Loss Amount with respect to such
Distribution Date.
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Class 2-X-IO Notional Amount: With respect to each Distribution Date and
the Class 2-X-IO Component, an amount equal to the product of (i) the aggregate
of the Stated Principal Balances of the Group 2 Premium Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution Date and (ii) a
fraction, (a) the numerator of which is equal to the weighted average of the Net
Mortgage Interest Rates of the Group 2 Premium Mortgage Loans (based on the
Stated Principal Balances of the Group 2 Premium Mortgage Loans as of the due
date in the month preceding the month of such Distribution Date) minus 5.75% and
(b) the denominator of which is equal to 5.50%.
Class 3-A-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for Loan Group 3, the amount, if any, by
which the Class Certificate Balance of the Class 3-A-1 Certificate would be
reduced as a result of the allocation of any reduction pursuant to Section
5.03(b) to such Class, without regard to the operation of Section 5.03(e).
Class 3-A-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for Loan Group 3, the lesser of
(a) the Class Certificate Balance of the Class 3-A-2 Certificate with respect to
such Distribution Date prior to any reduction for the Class 3-A-2 Loss
Allocation Amount and (b) the Class 3-A-1 Loss Amount with respect to such
Distribution Date.
Class 3-X-IO Notional Amount: With respect to each Distribution Date and
the Class 3-X-IO Component, an amount equal to the product of (i) the aggregate
of the Stated Principal Balances of the Group 3 Premium Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution Date and (ii) a
fraction, (a) the numerator of which is equal to the weighted average of the Net
Mortgage Interest Rates of the Group 3 Premium Mortgage Loans (based on the
Stated Principal Balances of the Group 3 Premium Mortgage Loans as of the due
date in the month preceding the month of such Distribution Date) minus 6.00% and
(b) the denominator of which is equal to 5.50%.
Class 4-5A3 Notional Amount: As to any Distribution Date and the Class
4-5A3 Component, the Class Certificate Balance of the Class 4-A-2 Certificates
on such date.
Class 4-A-1 Component: Any of the Class 4-4A1 Component or the Class 5-4A1
Component.
Class 4-A-1/2 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for Loan Group 4, the amount, if any, by
which the sum of the Component Balances of the Class 4-4A1 Components and the
Class Certificate Balance of the Class 4-A-2 Certificate would be reduced as a
result of the allocation of any reduction pursuant to Section 5.03(b) to such
Component and Class, without regard to the operation of Section 5.03(e).
Class 4-A-3 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for Loan Group 4, the lesser of
(a) the Class Certificate Balance of the Class 4-A-3 Certificate with respect to
such Distribution Date prior to any
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reduction for the Class 4-A-3 Loss Allocation Amount and (b) the Class 4-A-1/2
Loss Amount with respect to such Distribution Date.
Class 4-X-IO Notional Amount: With respect to each Distribution Date and
the Class 4-X-IO Component, an amount equal to the product of (i) the aggregate
of the Stated Principal Balances of the Group 4 Premium Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution Date and (ii) a
fraction, (a) the numerator of which is equal to the weighted average of the Net
Mortgage Interest Rates of the Group 4 Premium Mortgage Loans (based on the
Stated Principal Balances of the Group 4 Premium Mortgage Loans as of the due
date in the month preceding the month of such Distribution Date) minus 6.00% and
(b) the denominator of which is equal to 5.50%.
Class 5-1A5 Notional Amount: As to any Distribution Date and the Class
5-1A5 Component, the Class Certificate Balance of the Class 5-A-1 Certificates
on such date.
Class 5-5A3 Notional Amount: As to any Distribution Date and the Class
5-5A3 Component, the Class Certificate Balance of the Class 5-A-1 Certificates
on such date.
Class 5-A-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for Loan Group 5, the amount, if any, by
which the sum of the Component Balance of the Class 5-4A1 Component and the
Class Certificate Balance of the Class 5-A-1 Certificate would be reduced as a
result of the allocation of any reduction pursuant to Section 5.03(b) to such
Component and Class, without regard to the operation of Section 5.03(e).
Class 5-A-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for Loan Group 5, the lesser of
(a) the Class Certificate Balance of the Class 5-A-2 Certificate with respect to
such Distribution Date prior to any reduction for the Class 5-A-2 Loss
Allocation Amount and (b) the Class 5-A-1 Loss Amount with respect to such
Distribution Date.
Class 5-A-3 Component: Any of the Class 4-5A3 Component and the Class 5-5A3
Component.
Class 5-X-IO Notional Amount: With respect to each Distribution Date and
the Class 5-X-IO Component, an amount equal to the product of (i) the aggregate
of the Stated Principal Balances of the Group 5 Premium Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution Date and (ii) a
fraction, (a) the numerator of which is equal to the weighted average of the Net
Mortgage Interest Rates of the Group 5 Premium Mortgage Loans (based on the
Stated Principal Balances of the Group 5 Premium Mortgage Loans as of the due
date in the month preceding the month of such Distribution Date) minus 6.00% and
(b) the denominator of which is equal to 5.50%.
Class 6-A-2 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for Loan Group 6, the amount, if any, by
which the Class Certificate Balance of the Class 6-A-2 Certificate would be
reduced as a result of the allocation of any reduction pursuant to Section
5.03(b) to such Class, without regard to the operation of Section 5.03(e).
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Class 6-A-3 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for Loan Group 6, the lesser of
(a) the Class Certificate Balance of the Class 6-A-3 Certificate with respect to
such Distribution Date prior to any reduction for the Class 6-A-3 Loss
Allocation Amount and (b) the Class 6-A-2 Loss Amount with respect to such
Distribution Date.
Class 6-X-IO Notional Amount: With respect to each Distribution Date and
the Class 6-X-IO Component, an amount equal to the product of (i) the aggregate
of the Stated Principal Balances of the Group 6 Premium Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution Date and (ii) a
fraction, (a) the numerator of which is equal to the weighted average of the Net
Mortgage Interest Rates of the Group 6 Premium Mortgage Loans (based on the
Stated Principal Balances of the Group 6 Premium Mortgage Loans as of the due
date in the month preceding the month of such Distribution Date) minus 5.50% and
(b) the denominator of which is equal to 5.50%.
Class X-IO Notional Amount: With respect to any Distribution Date, an
amount equal to the sum of the Class 1-X-IO Notional Amount, the Class 2-X-IO
Notional Amount, the Class 3-X-IO Notional Amount, the Class 4-X-IO Notional
Amount, the Class 5-X-IO Notional Amount and the Class 6-X-IO Notional Amount
for such Distribution Date.
Class B Certificates: The Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates.
Class Certificate Balance: With respect to any Class of Certificates (other
than the Class 1-A-3, Class 1-A-5, Class 4-A-1, Class 5-A-3, Class X-IO and
Class X-PO Certificates) and any date of determination, and subject to Section
5.03(e), the Initial Class Certificate Balance of such Class minus (A) the sum
of (i) all distributions of principal made with respect thereto (including in
the case of a Class of Subordinate Certificates, any principal otherwise payable
to such Class of Subordinate Certificates used to pay any Class PO Deferred
Amounts), (ii) all reductions in Class Certificate Balance previously allocated
thereto pursuant to Section 5.03(b) and (iii) in the case of the Class 1-A-4,
Class 2-A-14, Class 2-A-16, Class 3-A-2, Class 4-A-3, Class 5-A-2 and Class
6-A-3 Certificates, any reduction allocated thereto pursuant to Section 5.03(d)
plus (B) the sum of (i) all increases in Class Certificate Balance previously
allocated thereto pursuant to Section 5.03(b) and (ii) in the case of the Class
1-A-4, Class 2-A-14, Class 2-A-16, Class 3-A-2, Class 4-A-3, Class 5-A-2 and
Class 6-A-3 Certificates, any increases allocated thereto pursuant to Section
5.03(d). The Class Certificate Balance of the Class 4-A-1 Certificates as of any
date of determination shall equal the sum of the Component Balances of Class
4-A-1 Components. The Class Certificate Balance of the Class X-PO Certificates
as of any date of determination shall equal the sum of the Component Balances of
the Class PO Components. The Class 1-A-3, Class 1-A-5, Class 5-A-3 and Class
X-IO Certificates are Interest Only Certificates and have no Class Certificate
Balance.
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class (other than the Class 1-A-5, Class 4-A-1, Class 5-A-3 and
Class X-IO Certificates), the amount by which Accrued Certificate Interest for
such Class (as reduced pursuant to Section 5.02(c)) exceeds the amount of
interest actually distributed on such Class on such Distribution Date pursuant
to clause (i) of the definition of "Interest Distribution Amount." For any
Distribution
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Date and the Class 1-A-5, Class 4-A-1, Class 5-A-3 and Class X-IO Certificates,
the sum of the Component Interest Shortfalls for the Class 1-A-5, Class 4-A-1,
Class 5-A-3 and Class X-IO Components, as applicable.
Class IO Component: Any of the Class 1-X-IO Component, the Class 2-X-IO
Component, the Class 3-X-IO Component, the Class 4-X-IO Component, the Class
5-X-IO Component or the Class 6-X-IO Component.
Class PO Component: Any of the Class 1-X-PO Component, the Class 2-X-PO
Component, Class 3-X-PO Component, the Class 4-X-PO Component, the Class 5-X-PO
Component or the Class 6-X-PO Component.
Class PO Deferred Amount: As to any Distribution Date and each Class PO
Component, the sum of the amounts by which the Component Balance of such Class
PO Component will be reduced on such Distribution Date or has been reduced on
prior Distribution Dates as a result of Section 5.03(b) less the sum of (a) the
Class PO Recoveries with respect to the Related Loan Group for prior
Distribution Dates and (b) the amounts distributed to such Class PO Component
pursuant to Section 5.02(a)(iii) on prior Distribution Dates.
Class PO Recovery: As to any Distribution Date and Loan Group, the lesser
of (a) (i) in the case of Group 1, the Class PO Deferred Amount for the Class
1-X-PO Component for such Distribution Date, (ii) in the case of Group 2, the
Class PO Deferred Amount for the Class 2-X-PO Component for such Distribution
Date, (iii) in the case of Group 3, the Class PO Deferred Amount for the Class
3-X-PO Component for such Distribution Date, (iv) in the case of Group 4, the
Class PO Deferred Amount for the Class 4-X-PO Component for such Distribution
Date, (v) in the case of Group 5, the Class PO Deferred Amount for the Class
5-X-PO Component for such Distribution Date and (vi) in the case of Group 6, the
Class PO Deferred Amount for the Class 6-X-PO Component for such Distribution
Date and (b) an amount equal to the sum, as to each Mortgage Loan in such Loan
Group as to which there has been a Recovery received during the calendar month
preceding the month of such Distribution Date, of the product of (x) the PO
Percentage with respect to such Mortgage Loan and (y) the amount of the Recovery
received during the calendar month preceding the month of such Distribution Date
with respect to such Mortgage Loan.
Class Unpaid Interest Shortfall: As to any Distribution Date and each
interest-bearing Class (other than the Class 1-A-5, Class 4-A-1, Class 5-A-3 and
Class X-IO Certificates), the amount by which the aggregate Class Interest
Shortfalls for such Class on prior Distribution Dates exceeds the amount of
interest actually distributed on such Class on such prior Distribution Dates
pursuant to clause (ii) of the definition of "Interest Distribution Amount." As
to any Distribution Date and the Class 1-A-5, Class 4-A-1, Class 5-A-3 or Class
X-IO Certificates, the sum of the Component Unpaid Interest Shortfalls for the
Class 1-A-5, Class 4-A-1, Class 5-A-3 and Class IO Components, as applicable.
Class X-B Certificates: The Class X-B-1, Class X-B-2, Class X-B-3, Class
X-B-4, Class X-B-5 and Class X-B-6 Certificates.
Class X-M Certificates: The Class X-M-1 Certificates.
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Closing Date: February 27, 2006.
Code: The Internal Revenue Code of 1986, as amended.
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest: With respect to any Distribution Date and Servicer,
an amount equal to the lesser of (a) the aggregate Servicing Fee payable to such
Servicer for the Mortgage Loans serviced by such Servicer as of the Due Date of
the month preceding the month of such Distribution Date and (b) the aggregate of
the Prepayment Interest Shortfalls on the Mortgage Loans serviced by such
Servicer resulting from Principal Prepayments on such Mortgage Loans during the
calendar month preceding the month of such Distribution Date.
Compliance Statement: As defined in Section 3.20.
Component: Any of the Class 1-A-5 Components, Class 4-A-1 Components, Class
5-A-3 Components, Class IO Components or Class PO Components.
Component Balance: With respect to any Class 4-A-1 Component or Class PO
Component and any date of determination, the Initial Component Balance of such
Component minus the sum of (i) all distributions of principal made with respect
thereto and (ii) all reductions in the related Component Balance previously
allocated thereto pursuant to Section 5.03(b). The Class 1-A-5 Components, Class
5-A-3 Components and Class IO Components are interest only Components and have
no Component Balance.
Component Interest Distribution Amount: For any Distribution Date and any
Class 1-A-5 Component, Class 4-A-1 Component, Class 5-A-3 Component or Class IO
Component, the sum of (i) the Accrued Component Interest for such Component and
(ii) any Component Unpaid Interest Shortfall for such Component. The Class PO
Components are principal only Components and are not entitled to distributions
of interest.
Component Interest Shortfall: For any Distribution Date and any Class 1-A-5
Component, Class 4-A-1 Component, Class 5-A-3 Component or Class IO Component,
the amount by which Accrued Component Interest for such Component exceeds the
amount of interest actually distributed on such Component on such Distribution
Date pursuant to clause (i) of the definition of "Component Interest
Distribution Amount."
Component Notional Amount: As of any Distribution Date, any of the Class
1-1A5 Notional Amount, Class 5-1A5 Notional Amount, Class 4-5A3 Notional Amount,
Class 5-5A3 Notional Amount, Class 1-X-IO Notional Amount, Class 2-X-IO Notional
Amount, Class 3-X-IO Notional Amount, Class 4-X-IO Notional Amount, Class 5-X-IO
Notional Amount or Class 6-X-IO Notional Amount, as applicable.
Component Unpaid Interest Shortfall: As to any Distribution Date and any
Class 1-A-5 Class Component, Class 4-A-1 Component, Class 5-A-3 Component or
Class IO Component, the amount by which the aggregate Component Interest
Shortfall for such Component on prior Distribution Dates exceeds the amount of
interest actually distributed on such Component on
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such prior Distribution Dates pursuant to clause (ii) of the definition of
"Component Interest Distribution Amount."
Cooperative: A private, cooperative housing corporation which owns or
leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment or mortgage of the Cooperative Lease, (iv) financing statements and
(v) a stock power (or other similar instrument), and ancillary thereto, a
Recognition Agreement, each of which was transferred and assigned to the Trust
pursuant to Section 2.01.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
Corporate Trust Office: With respect to the Trustee, the office of the
Trustee, which office at the date of the execution of this instrument is located
at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000, Attention:
Corporate Trust Services, BAFC, Series 2006-2, or at such other address as the
Trustee may designate from time to time by notice to the Certificateholders, the
Depositor, the Securities Administrator and the Master Servicer. With respect to
the Securities Administrator, the principal corporate trust office of the
Securities Administrator at which at any particular time its corporate trust
business with respect to this Agreement is conducted, which office at the date
of the execution of this instrument is located at 0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxx 00000-0000, Attention: Corporate Trust Services - BAFC
2006-2, and for certificate transfer purposes is located at Xxxxx Xxxxxx xxx
Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust
Services - BAFC 2006-2, or at such other address as the Securities Administrator
may designate from time to time by notice to the Certificateholders, the
Depositor, the Trustee and the Master Servicer.
Corresponding Upper-Tier Class, Classes, Component or Components: As to the
following Uncertificated Intermediate Lower-Tier Interests, the Corresponding
Upper-Tier Class, Classes or Component, as follows:
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UNCERTIFICATED INTERMEDIATE CORRESPONDING UPPER-TIER
LOWER-TIER INTEREST CLASS, CLASSES, COMPONENT OR COMPONENTS
--------------------------- ---------------------------------------
Class 1-A-IT1 Interest Class 1-A-1 Certificates
Class 1-A-IT2 Interest Class 1-A-4 Certificates
Class 1-A-IT3 Interest Class 1-A-2 and Class 1-A-3 Certificates and Class
1-1A5 Component
Class 1-ITIO Interest Class 1-X-IO Component
Class 1-ITPO Interest Class 1-X-PO Component
Class 2-A-IT1 Interest Class 2-A-1, Class 2-A-2, Class 2-A-3, Class
2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7,
Class 2-A-8, Class 2-A-9, Class 2-A-10, Class
2-A-11, Class 2-A-12, Class 2-A-13, Class 2-A-14,
Class 2-A-15, Class 2-A-16, Class 2-A-17, Class
2-A-18, Class 2-A-19, Class 2-A-20, Class 2-A-21
and Class 2-A-22 Certificates
Class 2-A-ITR Interest Class 2-A-R Certificates
Class 2-ITIO Interest Class 2-X-IO Component
Class 2-ITPO Interest Class 2-X-PO Component
Class 3-A-IT1 Interest Class 3-A-1 and Class 3-A-2 Certificates
Class 3-ITIO Interest Class 3-X-IO Component
Class 3-ITPO Interest Class 3-X-PO Component
Class 4-A-IT1 Interest Class 4-A-2 Certificates and Class 4-4A1 and Class
4-5A3 Components
Class 4-A-IT2 Interest Class 4-A-3 Certificates
Class 4-ITIO Interest Class 4-X-IO Component
Class 4-ITPO Interest Class 4-X-PO Component
Class 5-A-IT1 Interest Class 5-A-1 Certificates and Class 5-1A5, Class
5-4A1, Class 5-5A3 Components
Class 5-A-IT2 Interest Class 5-A-2 Certificates
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UNCERTIFICATED INTERMEDIATE CORRESPONDING UPPER-TIER
LOWER-TIER INTEREST CLASS, CLASSES, COMPONENT OR COMPONENTS
--------------------------- ---------------------------------------
Class 5-ITIO Interest Class 5-X-IO Component
Class 5-ITPO Interest Class 5-X-PO Component
Class 6-A-IT1 Class 6-A-1, Class 6-A-2, Class 6-A-3 and Class
6-A-4 Certificates
Class 6-ITIO Interest Class 6-X-IO Component
Class 6-ITPO Interest Class 6-X-PO Component
Class B-IT1 Interest Class B-1 Certificates
Class B-IT2 Interest Class B-2 Certificates
Class B-IT3 Interest Class B-3 Certificates
Class B-IT4 Interest Class B-4 Certificates
Class B-IT5 Interest Class B-5 Certificates
Class B-IT6 Interest Class B-6 Certificates
Class X-M-IT1 Interest Class X-M-1 Certificates
Class X-B-IT1 Interest Class X-B-1 Certificates
Class X-B-IT2 Interest Class X-B-2 Certificates
Class X-B-IT3 Interest Class X-B-3 Certificates
Class X-B-IT4 Interest Class X-B-4 Certificates
Class X-B-IT5 Interest Class X-B-5 Certificates
Class X-B-IT6 Interest Class X-B-6 Certificates
Countrywide: Countrywide Home Loans Servicing LP, in its capacity as
servicer under the Countrywide Servicing Agreement.
Countrywide Servicing Agreement: The Master Mortgage Loan Purchase and
Servicing Agreement, dated as of April 1, 2003, by and between BANA (as
successor in interest to BAMCC) and CHL, as amended by (i) that certain
Amendment No. 1, dated as of July 1, 2003, by and among BAMCC, CHL and BANA,
(ii) that certain Amendment No. 2, dated as of
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September 1, 2004, by and among BAMCC, CHL and BANA, (iii) that certain
Amendment Reg AB to the Master Mortgage Loan Purchase and Servicing Agreement,
dated as of January 1, 2006, by and between CHL and BANA, (iv) that certain
Purchase Confirmation, dated as of September 29, 2004, by and between CHL and
BANA and (v) the Assignment, Assumption and Recognition Agreement, dated
February 27, 2006, by and among BANA, the Depositor, the Trustee, the Master
Servicer, Countrywide and CHL.
Crossed Group Aggregate Subordinate Percentage: As to any Distribution
Date, the aggregate Class Certificate Balance of the Class X-M-1 and Class X-B
Certificates divided by the aggregate Pool Stated Principal Balance (Non-PO
Portion) for the Crossed Loan Group.
Crossed Group Senior Certificates: The Senior Certificates, except for the
Class 3-A-1 and Class 3-A-2 Certificates.
Crossed Group Subordinate Certificates: The Class X-M-1, Class X-B-1, Class
X-B-2, Class X-B-3, Class X-B-4, Class X-B-5 and Class X-B-6 Certificates.
Crossed Group Total Senior Percentage: With respect to any Distribution
Date, the percentage, carried six places rounded up, obtained by dividing (x)
the aggregate Class Certificate Balance of the Crossed Group Senior Certificates
by (y) the aggregate Pool Stated Principal Balance (Non-PO Portion) for the
Crossed Loan Group with respect to such Distribution Date.
Crossed Loan Group: Loan Group 1, Loan Group 2, Loan Group 4, Loan Group 5
and Loan Group 6.
Custodian: Initially, the Trustee and thereafter any custodian appointed by
the Trustee pursuant to Section 9.12. A Custodian may (but need not) be the
Trustee or any Person directly or indirectly controlling or controlled by or
under common control of either of them. None of the Master Servicer, any
Servicer or the Depositor, or any Person directly or indirectly controlling or
controlled by or under common control with any such Person may be appointed
Custodian.
Customary Servicing Procedures: With respect to (i) any Servicer,
procedures (including collection procedures) that a Servicer customarily employs
and exercises in servicing and administering mortgage loans for its own account
and which are in accordance with accepted mortgage servicing practices of
prudent lending institutions servicing mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
are located and (ii) the Master Servicer, those master servicing procedures that
constitute customary and usual standards of practice of prudent mortgage loan
master servicers.
Cut-off Date: February 1, 2006.
Cut-off Date Pool Principal Balance: For each Loan Group, the aggregate of
the Cut-off Date Principal Balances of the Mortgage Loans in such Loan Group
which is $64,531,950 for Loan Group 1, $447,437,110 for Loan Group 2,
$108,215,724 for Loan Group 3, $90,549,925 for Loan Group 4, $54,800,595 for
Loan Group 5 and $50,465,684 for Loan Group 6.
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Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-off Date,
reduced by all installments of principal due on or prior thereto whether or not
paid.
Debt Service Reduction: As to any Mortgage Loan and any Determination Date,
the excess of (i) the Monthly Payment due on the related Due Date under the
terms of such Mortgage Loan over (ii) the amount of the monthly payment of
principal and/or interest required to be paid with respect to such Due Date by
the Mortgagor as established by a court of competent jurisdiction (pursuant to
an order which has become final and nonappealable) as a result of a proceeding
initiated by or against the related Mortgagor under the Bankruptcy Code, as
amended from time to time (11 U.S.C.); provided that no such excess shall be
considered a Debt Service Reduction so long as (a) the Servicer of such Mortgage
Loan is pursuing an appeal of the court order giving rise to any such
modification and (b)(1) such Mortgage Loan is not in default with respect to
payment due thereunder in accordance with the terms of such Mortgage Loan as in
effect on the Cut-off Date or (2) Monthly Payments are being advanced by the
applicable Servicer, the Master Servicer or the Trustee, as applicable, in
accordance with the terms of such Mortgage Loan as in effect on the Cut-off
Date.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became the
subject of a Debt Service Reduction.
Defective Mortgage Loan: Any Mortgage Loan which is required to be cured,
repurchased or substituted for pursuant to Sections 2.02 or 2.04.
Deficient Valuation: As to any Mortgage Loan and any Determination Date,
the excess of (i) the then outstanding indebtedness under such Mortgage Loan
over (ii) the secured valuation thereof established by a court of competent
jurisdiction (pursuant to an order which has become final and nonappealable) as
a result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which
such Mortgagor retained such Mortgaged Property; provided that no such excess
shall be considered a Deficient Valuation so long as (a) the applicable Servicer
is pursuing an appeal of the court order giving rise to any such modification
and (b)(1) such Mortgage Loan is not in default with respect to payments due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-off Date or (2) Monthly Payments are being advanced by the applicable
Servicer, the Master Servicer or the Trustee, as applicable, in accordance with
the terms of such Mortgage Loan as in effect on the Cut-off Date.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Depositor: Banc of America Funding Corporation, a Delaware corporation, or
its successor in interest, as depositor of the Trust Estate.
Depository: The Depository Trust Company, the nominee of which is Cede &
Co., as the registered Holder of the Book-Entry Certificates or any successor
thereto appointed in accordance with this Agreement. The Depository shall at all
times be a "clearing corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York.
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Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Determination Date: With respect to any Distribution Date and for each
Servicer, as defined in the applicable Servicing Agreement.
Discount Mortgage Loan: Any Group 1 Discount Mortgage Loan, Group 2
Discount Mortgage Loan, Group 3 Discount Mortgage Loan, Group 4 Discount
Mortgage Loan, Group 5 Discount Mortgage Loan or Group 6 Discount Mortgage Loan.
Distribution Date: The 25th day of each month beginning in March 2006 (or,
if such day is not a Business Day, the next Business Day).
Document Transfer Event: The 60th day following the day on which either (i)
Xxxxx Fargo Bank is no longer the Servicer of any of the Mortgage Loans
purchased by the Sponsor from Xxxxx Fargo Bank, N.A. or (ii) the senior,
unsecured long-term debt rating of Xxxxx Fargo & Company is less than "BBB-" by
Fitch.
Due Date: As to any Distribution Date and each Mortgage Loan, the first day
in the calendar month of such Distribution Date.
XXXXX: The Commission's Electronic Data Gathering and Retrieval System.
Eligible Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings of each Rating Agency at the time any amounts are held on
deposit therein, or (ii) an account or accounts in a depository institution or
trust company in which such accounts are insured by the FDIC (to the limits
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered to
the Trustee, the Securities Administrator and to each Rating Agency, the
Certificateholders have a claim with respect to the funds in such account or a
perfected first priority security interest against any collateral (which shall
be limited to Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository institution or
trust company in which such account is maintained, or (iii) a trust account or
accounts maintained with the trust department of a federal or state chartered
depository institution or trust company (including the Trustee and the
Securities Administrator), acting in its fiduciary capacity or (iv) any other
account acceptable to each Rating Agency. Eligible Accounts may bear interest
and may include, if otherwise qualified under this definition, accounts
maintained with the Trustee or the Securities Administrator.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Restricted Certificates: Any of the Class 2-A-R, Class B-4, Class
B-5, Class B-6, Class X-B-4, Class X-B-5 and Class X-B-6 Certificates.
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Escrow Account: As defined in Section 3.08.
Escrow Payments: The amounts constituting taxes, assessments, Primary
Mortgage Insurance Policy premiums, fire and hazard insurance premiums and other
payments as may be required to be escrowed by the Mortgagor with the mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
Events of Default: As defined in Section 8.01.
Excess Proceeds: With respect to any Liquidated Mortgage Loan, the amount,
if any, by which the sum of any Liquidation Proceeds of such Mortgage Loan
received in the calendar month in which such Mortgage Loan became a Liquidated
Mortgage Loan, net of any amounts previously reimbursed to the applicable
Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan
pursuant to Section 3.11(a)(iv), exceeds (i) the unpaid principal balance of
such Liquidated Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at
the Mortgage Interest Rate from the Due Date as to which interest was last paid
or for which a Periodic Advance was made (and not reimbursed) up to the Due Date
applicable to the Distribution Date immediately following the calendar month
during which such liquidation occurred.
Exchange Act: The Securities Exchange Act of 1934, as amended.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
10.01.
Financial Market Service: Bloomberg Financial Service and any other
financial information provider designated by the Depositor by written notice to
the Securities Administrator.
FIRREA: The Financial Institutions Reform, Recovery and Enforcement Act of
1989, as amended.
Fitch: Fitch Ratings, or any successor thereto.
Form 8-K Disclosure Information: As defined in Section 3.22(d).
Fractional Interest: As defined in Section 5.02(d).
GMACM: GMAC Mortgage Corporation, in its capacity as Servicer under the
GMACM Servicing Agreement.
GMACM Servicing Agreement: Collectively, the Master Flow Sale and Servicing
Agreement, dated as of August 1, 2003, by and between BANA (as successor in
interest to BAMCC) and GMACM, as amended by (i) that certain Global Amendment to
Sale and Servicing Agreements, dated as of September 1, 2005, by and among
GMACM, BAMCC and BANA, (ii) that certain Regulation AB Compliance Addendum to
the Master Flow Sale and
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Servicing Agreement, dated as of January 1, 2006, by and between GMACM and BANA,
(iii) that certain Assignment and Conveyance Agreement, dated as of September
15, 2005, by and between GMACM and BANA and (iv) the Assignment, Assumption and
Recognition Agreement, dated February 27, 2006, by and among BANA, the
Depositor, the Trustee, the Master Servicer and GMACM.
Group: Any of Group 1, Group 2, Group 3, Group 4, Group 5 or Group 6.
Group 1: The Group 1 Senior Certificates, the Class 1-1A5 Component, the
Class 1-X-IO Component and the Class 1-X-PO Component.
Group 1 Discount Mortgage Loan: Any Group 1 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 5.500% per
annum.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1 hereto.
Group 1 Premium Mortgage Loan: Any Group 1 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is greater than or equal to
5.500% per annum.
Group 1 Senior Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-3 and
Class 1-A-4 Certificates.
Group 2: The Group 2 Senior Certificates, the Class 2-X-IO Component and
the Class 2-X-PO Component.
Group 2 Discount Mortgage Loan: Any Group 2 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 5.750% per
annum.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2 hereto.
Group 2 Premium Mortgage Loan: Any Group 2 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is greater than or equal to
5.750% per annum.
Group 2 Priority Amount: For any Distribution Date will equal the lesser of
(i) the aggregate Class Certificate Balance of the Class 2-A-11, Class 2-A-12,
Class 2-A-13 and Class 2-A-14 Certificates for such Distribution Date and (ii)
the product for such Distribution Date of (a) the Shift Percentage, (b) the
Group 2 Priority Percentage and (c) the Non-PO Principal Amount for Loan Group
2.
Group 2 Priority Percentage: For any Distribution Date will equal (i) the
aggregate Class Certificate Balance of the Class 2-A-11, Class 2-A-12, Class
2-A-13 and Class 2-A-14 Certificates for such Distribution Date divided by (ii)
the Pool Stated Principal Balance (Non-PO Portion) of Loan Group 2 immediately
prior to such Distribution Date.
Group 2 Senior Certificates: The Class 2-A-R, Class 2-A-1, Class 2-A-2,
Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8,
Class 2-A-9, Class 2-A-10, Class 2-A-11, Class 2-A-12, Class 2-A-13, Class
2-A-14, Class 2-A-15, Class 2-A-16, Class 2-A-17, Class 2-A-18, Class 2-A-19,
Class 2-A-20, Class 2-A-21 and Class 2-A-22 Certificates.
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Group 2 Total Senior Percentage: With respect to any Distribution Date, the
percentage, carried six places rounded up, obtained by dividing (x) the
aggregate Class Certificate Balance of the Group 2 Senior Certificates by (y)
the aggregate Pool Stated Principal Balance (Non-PO Portion) for Loan Group 2
with respect to such Distribution Date.
Group 3: The Group 3 Senior Certificates, the Class 3-X-IO Component and
the Class 3-X-PO Component.
Group 3 Discount Mortgage Loan: Any Group 3 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 6.000% per
annum.
Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3 hereto.
Group 3 Premium Mortgage Loan: Any Group 3 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is greater than or equal to
6.000% per annum.
Group 3 Senior Certificates: The Class 3-A-1 and Class 3-A-2 Certificates.
Group 3 Total Senior Percentage: With respect to any Distribution Date, the
percentage, carried six places rounded up, obtained by dividing (x) the
aggregate Class Certificate Balance of the Group 3 Senior Certificates by (y)
the aggregate Pool Stated Principal Balance (Non-PO Portion) for Loan Group 3
with respect to such Distribution Date.
Group 4: The Group 4 Senior Certificates, the Class 4-4A1 Component, the
Class 4-5A3 Component, the Class 4-X-IO Component and the Class 4-X-PO
Component.
Group 4 Discount Mortgage Loan: Any Group 4 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 6.000% per
annum.
Group 4 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-4 hereto.
Group 4 Premium Mortgage Loan: Any Group 4 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is greater than or equal to
6.000% per annum.
Group 4 Senior Certificates: The Class 4-A-1, Class 4-A-2 and Class 4-A-3
Certificates.
Group 4 Total Senior Percentage: With respect to any Distribution Date, the
percentage, carried six places rounded up, obtained by dividing (x) the
aggregate Class Certificate Balance of the Group 4 Senior Certificates by (y)
the aggregate Pool Stated Principal Balance (Non-PO Portion) for Loan Group 4
with respect to such Distribution Date.
Group 5: The Group 5 Senior Certificates, the Class 5-4A1 Component, the
Class 5-1A5 Component, the Class 5-5A3 Component, the Class 5-X-IO Component and
the Class 5-X-PO Component.
Group 5 Discount Mortgage Loan: Any Group 5 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 6.000% per
annum.
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Group 5 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-5 hereto.
Group 5 Premium Mortgage Loan: Any Group 5 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is greater than or equal to
6.000% per annum.
Group 5 Senior Certificates: The Class 5-A-1 and Class 5-A-2 Certificates.
Group 5 Total Senior Percentage: With respect to any Distribution Date, the
percentage, carried six places rounded up, obtained by dividing (x) the
aggregate Class Certificate Balance of the Group 5 Senior Certificates by (y)
the aggregate Pool Stated Principal Balance (Non-PO Portion) for Loan Group 5
with respect to such Distribution Date.
Group 6: The Group 6 Senior Certificates, the Class 6-X-IO Component and
the Class 6-X-PO Component.
Group 6 Discount Mortgage Loan: Any Group 4 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 5.500% per
annum.
Group 6 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-6 hereto.
Group 6 Premium Mortgage Loan: Any Group 6 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is greater than or equal to
5.500% per annum.
Group 6 Priority Amount: For any Distribution Date will equal the lesser of
(i) the aggregate Class Certificate Balance of the Class 6-A-2 and Class 6-A-3
Certificates for such Distribution Date and (ii) the product for such
Distribution Date of (a) the Shift Percentage, (b) the Group 6 Priority
Percentage and (c) the Non-PO Principal Amount for Loan Group 6.
Group 6 Priority Percentage: For any Distribution Date will equal (i) the
aggregate Class Certificate Balance of the Class 6-A-2 and Class 6-A-3
Certificates for such Distribution Date divided by (ii) the Pool Stated
Principal Balance (Non-PO Portion) of Loan Group 6 immediately prior to such
Distribution Date.
Group 6 Senior Certificates: The Class 6-A-1, Class 6-A-2, Class 6-A-3 and
Class 6-A-4 Certificates.
Group 6 Total Senior Percentage: With respect to any Distribution Date, the
percentage, carried six places rounded up, obtained by dividing (x) the
aggregate Class Certificate Balance of the Group 6 Senior Certificates by (y)
the aggregate Pool Stated Principal Balance (Non-PO Portion) for Loan Group 6
with respect to such Distribution Date.
Group Subordinate Amount: For any Distribution Date and any Loan Group is
equal to the excess of the Pool Principal Balance (Non-PO Portion) for such Loan
Group over the aggregate class balance and component balance of the Senior
Certificates (other than the Class 1-A-5, Class 4-A-1 and Class 5-A-3
Certificates) and Components (other than the Class PO Components) of such Group
immediately prior to such date.
Holder: A Certificateholder.
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Independent: When used with respect to any specified Person means such a
Person who (i) is in fact independent of the Depositor, the Trustee, the
Securities Administrator, the Master Servicer and the Servicers, (ii) does not
have any direct financial interest or any material indirect financial interest
in the Depositor, the Trustee, the Securities Administrator, the Master Servicer
or the Servicers or in an affiliate of any of them, and (iii) is not connected
with the Depositor, the Trustee, the Securities Administrator, the Master
Servicer or the Servicers as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Initial Class Certificate Balance: As to each Class of Certificates (other
than the Class 1-A-3, Class 1-A-5, Class 5-A-3 and Class X-IO Certificates), the
Class Certificate Balance set forth in the Preliminary Statement. The Class
1-A-3, Class 1-A-5, Class 5-A-3 and Class X-IO Certificates are Interest Only
Certificates and have no Initial Class Certificate Balance.
Initial Component Balance: As to each Class 4-A-1 Component and Class PO
Component, the Component Balance set forth in the Preliminary Statement.
Initial Notional Amount: As to each Class of Interest Only Certificates,
the Notional Amount set forth in the Preliminary Statement.
Insurance Policy: With respect to any Mortgage Loan included in the Trust
Estate, any Primary Mortgage Insurance Policy or any other insurance policy
(including any policy covering any Mortgage Loan or Mortgaged Property,
including without limitation, any hazard insurance policy required pursuant to
Section 3.12, any title insurance policy described in Section 2.01 and any
Federal Housing Administration insurance policies and Department of Veterans
Affairs insurance policies), including all riders and endorsements thereto in
effect, including any replacement policy or policies for any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any Insurance
Policy, in each case other than any amount included in such Insurance Proceeds
in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each Class of
interest-bearing Certificates (other than the Class 1-A-2, Class 1-A-3, Class
1-A-5, Class 4-A-1, Class 4-A-2, Class 5-A-1, Class 5-A-3, Class X-IO
Certificates) and each Class IO Component, the period from and including the
first day of the calendar month preceding the calendar month of such
Distribution Date to but not including the first day of the calendar month of
such Distribution Date. As to any Distribution Date and each Class 1-A-2, Class
1-A-3, Class 4-A-2 and Class 5-A-1 Certificates and each Components of the Class
1-A-5, Class 4-A-1 and Class 5-A-3 Certificates, the period from and including
the 25th day of the calendar month preceding the calendar month of such
Distribution Date to and including the 24th day of the calendar month of such
Distribution Date.
Interest Distribution Amount: For any Distribution Date and each Class of
interest-bearing Certificates (other than the Class 1-A-5, Class 4-A-1, Class
5-A-3 and Class X-IO
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Certificates) and each interest-bearing Component, the sum of (i) the Accrued
Certificate Interest, subject to reduction pursuant to Section 5.02(c) and (ii)
any Class Unpaid Interest Shortfall for such Class.
Interest Only Certificates: Any Class of Certificates entitled to
distributions of interest, but no distributions of principal. The Class 1-A-3,
Class 1-A-5, Class 5-A-3 and Class X-IO Certificates are the only Classes of
Interest Only Certificates.
Intermediate Lower-Tier Certificate Sub-Account: The sub-account of the
Certificate Account designated by the Securities Administrator pursuant to
Section 3.09(h).
Intermediate Lower-Tier Distribution Amount: As defined in Section 5.02(a).
Intermediate Lower-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Uncertificated Lower-Tier Interests and such
amounts as shall from time to time be deemed held in the Intermediate Lower-Tier
Certificate Sub-Account.
LIBOR: As to any Distribution Date, the arithmetic mean of the London
Interbank offered rate quotations for one-month U.S. Dollar deposits, as
determined by the Securities Administrator in accordance with Section 5.09.
LIBOR Business Day: Any Business Day on which banks are open for dealing in
foreign currency and exchange in London, England and the City of New York.
LIBOR Certificates: Any of the Class 1-A-2, Class 1-A-3, Class 1-A-5, Class
4-A-1, Class 4-A-2, Class 5-A-1 or Class 5-A-3 Certificates.
Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that was liquidated in the
calendar month preceding the month of such Distribution Date and as to which the
applicable Servicer has certified (in accordance with the applicable Servicing
Agreement) that it has received all proceeds it expects to receive in connection
with the liquidation of such Mortgage Loan including the final disposition of an
REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds, received in
connection with the partial or complete liquidation of defaulted Mortgage Loans,
whether through trustee's sale, foreclosure sale or otherwise or amounts
received in connection with any condemnation or partial release of a Mortgaged
Property and any other proceeds received in connection with an REO Property,
less the sum of related unreimbursed Servicing Fees and Advances.
Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4,
Loan Group 5 or Loan Group 6.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
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Loan Group 4: The Group 4 Mortgage Loans.
Loan Group 5: The Group 5 Mortgage Loans.
Loan Group 6: The Group 6 Mortgage Loans.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any date of
determination, the fraction, expressed as a percentage, the numerator of which
is the outstanding principal balance of the related Mortgage Loan at origination
and the denominator of which is the Appraised Value of the related Mortgaged
Property.
Losses: As defined in Section 5.10.
Lower-Tier Distribution Amount: As defined in Section 5.02(a).
Lower-Tier REMIC: As defined in the Preliminary Statement, the assets of
which consist of the Mortgage Loans, such amounts as shall from time to time be
held in the Certificate Account (other than amounts held in respect of the
Intermediate Lower-Tier Certificate Sub-Account or the Upper-Tier Certificate
Sub-Account), the insurance policies, if any, relating to a Mortgage Loan and
property which secured a Mortgage Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure.
Lower-Tier REMICs: The Lower-Tier REMIC and the Intermediate Lower-Tier
REMIC.
Master Servicer: Xxxxx Fargo Bank, N.A., and its successors-in-interest
and, if a successor master servicer is appointed hereunder, such successor, as
master servicer.
Master Servicer Custodial Account: The Eligible Account created and
maintained by the Master Servicer pursuant to Section 3.09 in the name of the
Master Servicer for the benefit of the Certificateholders and designated "Xxxxx
Fargo Bank, N.A., as Master Servicer, in trust for the registered holders of
Banc of America Funding Corporation Mortgage Pass-Through Certificates, Series
2006-2."
Master Servicer Custodial Account Reinvestment Income: For each
Distribution Date, all income and gains net of any losses realized since the
preceding Distribution Date from Permitted Investments of funds in the Master
Servicer Custodial Account.
Master Servicing Officer: Any officer of the Master Servicer involved in,
or responsible for, the administration and master servicing of the Mortgage
Loans whose name appears on a list of servicing officers furnished to the
Securities Administrator by the Master Servicer, as such list may from time to
time be amended.
Master Servicing Transfer Costs: All reasonable costs and expenses
(including attorney's fees) incurred by the Trustee or a successor master
servicer in connection with the transfer of master servicing or servicing from a
predecessor master servicer, including, without limitation, any costs or
expenses associated with the complete transfer of all master servicing data or
servicing data and the completion, correction or manipulation of such master
servicing data or
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servicing data as may be required by the Trustee or successor master servicer to
correct any errors or insufficiencies in the master servicing data or servicing
data or otherwise to enable the Trustee or a successor master servicer to master
service or service, as the case may be, the applicable Mortgage Loans properly
and effectively.
MERS: As defined in Section 2.01(b)(iii).
Monthly Payment: The scheduled monthly payment on a Mortgage Loan due on
any Due Date allocable to principal and/or interest on such Mortgage Loan which,
unless otherwise specified herein, shall give effect to any related Debt Service
Reduction and any Deficient Valuation that affects the amount of the monthly
payment due on such Mortgage Loan.
Monthly Statement: As defined in Section 5.04(b).
Moody's: Xxxxx'x Investors Service, Inc., or any successor thereto.
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on a Mortgaged Property securing a Mortgage Note or creating a first lien
on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
a particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate of
interest at which interest accrues on the principal balance of such Mortgage
Loan in accordance with the terms of the related Mortgage Note.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement,
dated February 27, 2006, between BANA, as seller, and the Depositor, as
purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Master Servicer to reflect the addition of Substitute Mortgage
Loans and the deletion of Defective Mortgage Loans pursuant to the provisions of
this Agreement) transferred to the Trustee as part of the Trust Estate and from
time to time subject to this Agreement, attached hereto as Exhibit D-1, Exhibit
D-2, Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-6 setting forth the
following information with respect to each Mortgage Loan: (i) the Mortgage Loan
identifying number; (ii) a code indicating whether the Mortgaged Property is
owner-occupied; (iii) the property type for each Mortgaged Property; (iv) the
original months to maturity or the remaining months to maturity from the Cut-off
Date; (v) the Loan-to-Value Ratio at origination; (vi) the Mortgage Interest
Rate; (vii) the date on which the first Monthly Payment was due on the Mortgage
Loan, and, if such date is not the Due Date currently in effect, such Due Date;
(viii) the stated maturity date; (ix) the amount of the Monthly Payment as of
the Cut-off Date; (x) the paid-through date; (xi) the original principal amount
of the Mortgage Loan; (xii) the principal balance of the Mortgage Loan as of the
close of business on the Cut-off Date, after application of payments of
principal due on or before the Cut-off Date, whether or not collected, and after
deduction of any payments collected of scheduled principal due after the Cut-off
Date; (xiii) a code indicating the purpose of the Mortgage Loan; (xiv) a code
indicating the documentation style; (xv) a code indicating the initial Servicer;
(xvi) the Appraised Value;
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(xvii) the closing date of the Mortgage Loan; and (xviii) a code indicating
whether the Mortgage Loan has a prepayment premium. With respect to the Mortgage
Loans in the aggregate, the Mortgage Loan Schedule shall set forth the following
information, as of the Cut-off Date: (i) the number of Mortgage Loans; (ii) the
current aggregate outstanding principal balance of the Mortgage Loans; (iii) the
weighted average Mortgage Interest Rate of the Mortgage Loans; and (iv) the
weighted average months to maturity of the Mortgage Loans.
Mortgage Loans: Such of the mortgage loans transferred and assigned to the
Trustee pursuant to Section 2.01 as from time to time are held as a part of the
Trust Estate (including any Substitute Mortgage Loans and REO Property), the
Mortgage Loans originally so held being identified in the Mortgage Loan
Schedule.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with all riders thereto and amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage Loan, which
may include Cooperative Stock or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
National City Mortgage: National City Mortgage Co.
National City Mortgage Servicing Agreement: Collectively, the Master
Seller's Warranties and Servicing Agreement, dated as of September 1, 2003, by
and between BANA (as successor in interest to BAMCC) and National City Mortgage,
as amended by (i) Amendment No. 1, dated as of July 1, 2004, by and among BAMCC,
National City Mortgage and BANA, (ii) the Master Assignment, Assumption and
Recognition Agreement, dated as of July 1, 2004, by and among BAMCC, National
City Mortgage, BANA and Wachovia Bank, National Association, (iii) Amendment No.
2, dated as of October 1, 2004, by and between National City Mortgage and BANA,
(iv) Amendment No. 3, dated as of August 11, 2005, by and between National City
Mortgage and BANA, (v) that certain Regulation AB Compliance Addendum to the
Master Seller's Warranties and Servicing Agreement, dated as of January 1, 2006,
by and between National City Mortgage and BANA, (vi) those certain Assignment
and Conveyance Agreements, dated December 20, 2005, and January 19, 2006, and
(vii) the Assignment Assumption and Recognition Agreement, dated February 27,
2006, by and among BANA, the Depositor, the Trustee, the Master Servicer and
National City Mortgage.
Net Mortgage Interest Rate: As to any Mortgage Loan and Distribution Date,
such Mortgage Loan's Mortgage Interest Rate thereon on the first day of the
calendar month preceding the month of such Distribution Date reduced by the
Servicing Fee Rate for such Mortgage Loan.
Non-PO Percentage: As to any Discount Mortgage Loan, a fraction (expressed
as a percentage), the numerator of which is the Net Mortgage Interest Rate as of
the Cut-off Date of such Discount Mortgage Loan and the denominator of which is
5.500% for each Group 1 Discount Mortgage Loan, 5.750% for each Group 2 Discount
Mortgage Loan, 6.000% for each Group 3 Discount Mortgage Loan, 6.000% for each
Group 4 Discount Mortgage Loan, 6.000%
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for each Group 5 Discount Mortgage Loan and 5.500% for each Group 6 Discount
Mortgage Loan. As to any Mortgage Loan that is not a Discount Mortgage Loan,
100%.
Non-PO Principal Amount: As to any Distribution Date and Loan Group, the
sum of (i) the sum of the applicable Non-PO Percentage of (a) the principal
portion of each Monthly Payment due on each Mortgage Loan in such Loan Group on
the related Due Date (net of unreimbursed Advances and other amounts as to which
the related Servicer is entitled to be reimbursed pursuant to the applicable
Servicing Agreement), (b) the Stated Principal Balance, as of the date of
repurchase, of (i) each Mortgage Loan in such Loan Group that was repurchased by
a Servicer pursuant to the applicable Servicing Agreement as of such
Distribution Date, (ii) each Mortgage Loan in such Loan Group repurchased by the
Sponsor pursuant to the Mortgage Loan Purchase Agreement or a Purchase
Obligation as of such Distribution Date, (iii) each Mortgage Loan in such Loan
Group repurchased by the Depositor pursuant to Section 2.04 or (iv) each
Mortgage Loan in such Loan Group purchased by the Master Servicer pursuant to
Section 10.01, (c) any Substitution Adjustment Amount (net of unreimbursed
Advances and other amounts as to which the related Servicer is entitled to be
reimbursed pursuant to the applicable Servicing Agreement) in connection with a
Defective Mortgage Loan in such Loan Group received during the calendar month
preceding the month of such Distribution Date, (d) any Liquidation Proceeds
allocable to recoveries of principal of Mortgage Loans in such Loan Group that
are not yet Liquidated Mortgage Loans received by a Servicer during the calendar
month preceding the month of such Distribution Date, (e) with respect to each
Mortgage Loan in such Loan Group that became a Liquidated Mortgage Loan during
the calendar month preceding the month of such Distribution Date, the amount of
Liquidation Proceeds (excluding Excess Proceeds) allocable to principal received
by a Servicer with respect to such Mortgage Loan during such period and (f) with
respect to each Mortgage Loan, all Principal Prepayments on the Mortgage Loans
in such Loan Group received by a Servicer during the calendar month preceding
the month of such Distribution Date; and (ii) the Non-PO Recovery with respect
to such Loan Group for such Distribution Date.
Non-PO Recovery: As to any Distribution Date and Loan Group, the amount of
all Recoveries received with respect to such Loan Group during the calendar
month preceding the month of such Distribution Date less the Class PO Recovery
with respect to such Loan Group for such Distribution Date.
Non-Supported Interest Shortfalls: As to any Distribution Date, the amount,
if any, by which the aggregate of Prepayment Interest Shortfalls exceeds the
aggregate Compensating Interest for such Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed and which, in the good faith judgment of the applicable Servicer will
not or, in the case of a proposed Advance, would not be ultimately recoverable
from the related Mortgagor, related Liquidation Proceeds, Insurance Proceeds or
other recoveries in respect of the related Mortgage Loan.
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Notional Amount: With respect to (a) the Class 1-A-3 Certificates and any
date of determination, the Class 1-A-3 Notional Amount, (b) the Class 1-A-5
Certificates and any date of determination, the sum of the Class 1-1A5 Notional
Amount and the Class 5-1A5 Notional Amount, (c) the Class 5-A-3 Certificates and
any date of determination, the sum of the Class 4-5A3 Notional Amount and the
Class 5-5A3 Notional Amount and (d) the Class X-IO Certificates and any date of
determination, the Class X-IO Notional Amount.
NYCEMA: A New York Consolidation, Extension and Modification Agreement.
Offered Certificates: The Senior, Class B-1, Class B-2, Class B-3, Class
X-M-1, Class X-B-1, Class X-B-2 and Class X-B-3 Certificates.
Officer's Certificate: A certificate signed by the Chairman of the Board,
Vice Chairman of the Board, President or a Vice President and by the Treasurer,
the Secretary or one of the Assistant Treasurers or Assistant Secretaries, or
any other duly authorized officer of the Depositor or the Master Servicer, as
the case may be, and delivered to the Trustee or the Securities Administrator,
as required in this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee
if such opinion is delivered to the Trustee, or acceptable to the Securities
Administrator if such opinion is delivered to the Securities Administrator, who
may be counsel for the Depositor or the Master Servicer, except that any opinion
of counsel relating to the qualification of the Trust Estate as three REMICs or
compliance with the REMIC Provisions must be an opinion of Independent counsel.
Original Fractional Interest: With respect to each of the following Classes
of Subordinate Certificates, the corresponding percentage described below, as of
the Closing Date:
Class B-1 1.39%
Class B-2 0.82%
Class B-3 0.52%
Class B-4 0.31%
Class B-5 0.15%
Class B-6 0.00%
Class X-M-1 2.29%
Class X-B-1 1.63%
Class X-B-2 1.02%
Class X-B-3 0.61%
Class X-B-4 0.36%
Class X-B-5 0.20%
Class X-B-6 0.00%
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Original Subordinate Certificate Balance: $30,489,149.
OTS: The Office of Thrift Supervision.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan which was
not the subject of a Principal Prepayment in Full, which did not become a
Liquidated Mortgage Loan prior to such Due Date and which was not purchased from
the Trust prior to such Due Date pursuant to Sections 2.02 or 2.04.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: As to each Class of interest-bearing Certificates and
each interest-bearing Component, the per annum rate set forth or described in
the Preliminary Statement.
Payahead Amount: As to any Distribution Date and Mortgage Loan, early
prepayments of scheduled installments of principal and interest made by a
Mortgagor during the calendar month preceding the month of such Distribution
Date that are intended by such Mortgagor to be applied on subsequent Due Dates.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate, the percentage obtained by
dividing the initial Certificate Balance of such Certificate (or the initial
notional amount for the Class 1-A-3, Class 1-A-5, Class 5-A-3 and Class X-IO
Certificates) by the Initial Class Certificate Balance or Initial Notional
Amount, as applicable, of the Class of which such Certificate is a part.
Periodic Advance: With respect to each Servicer, shall have the meaning
given to term "Monthly Advance" in the applicable Servicing Agreement.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the
United States, Xxxxxxx Mac, Xxxxxx Xxx or any agency or instrumentality of
the United States when such obligations are backed by the full faith and
credit of the United States; provided that such obligations of Xxxxxxx Mac
or Xxxxxx Xxx shall be limited to senior debt obligations and mortgage
participation certificates other than investments in mortgage-backed or
mortgage participation securities with yields evidencing extreme
sensitivity to the rate of principal payments on the underlying mortgages,
which shall not constitute Permitted Investments hereunder;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof with
a corporation incorporated under the laws of the United States or any state
thereof rated not lower than "F1" by Fitch and "A-1+" by S & P;
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(iii) federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers' acceptances,
shall in no event have an original maturity of more than 365 days or a
remaining maturity of more than 30 days) denominated in United States
dollars of any U.S. depository institution or trust company incorporated
under the laws of the United States or any state thereof, rated not lower
than "F1" by Fitch and "A-1+" by S & P;
(iv) commercial paper (having original maturities of not more than 365
days) of any corporation incorporated under the laws of the United States
or any state thereof which is rated not lower than "F1" by Fitch and "A-1+"
by S & P;
(v) investments in money market funds (including funds of the
Securities Administrator or its affiliates, or funds for which an affiliate
of the Securities Administrator acts as advisor, as well as funds for which
the Securities Administrator and its affiliates may receive compensation)
rated "AAA" by Fitch (if rated by Fitch) and "AAAm G" by S&P or otherwise
approved in writing by each Rating Agency; and
(vi) other obligations or securities that are acceptable to each
Rating Agency and, as evidenced by an Opinion of Counsel obtained by the
Master Servicer or Securities Administrator, as the case may be, will not
affect the qualification of the Trust Estate as three separate REMICs;
provided, however, that no instrument shall be a Permitted Investment if it
represents either (a) the right to receive only interest payments with respect
to the underlying debt instrument or (b) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of such underlying
obligations.
Permitted Transferee: Any Person other than (i) the United States, or any
State or any political subdivision thereof, or any agency or instrumentality of
any of the foregoing, (ii) a foreign government, international organization or
any agency or instrumentality of either of the foregoing, (iii) an organization
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income) (except
certain farmers' cooperatives described in Code Section 521), (iv) rural
electric and telephone cooperatives described in Code Section 1381(a)(2)(C), (v)
a Person with respect to whom the income on a Residual Certificate is allocable
to a foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of such Person or any other U.S. Person, and (vi)
any other Person so designated by the Master Servicer based on an Opinion of
Counsel to the effect that any transfer to such Person may cause the Trust or
any other Holder of a Residual Certificate to incur tax liability that would not
be imposed other than on account of such transfer. The terms "United States,"
"State" and "international organization" shall have the meanings set forth in
Code Section 7701 or successor provisions.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
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Physical Certificates: The Class 2-A-R, Class B-4, Class B-5, Class B-6,
Class X-B-4, Class X-B-5 and Class X-B-6 Certificates.
Plan: As defined in Section 6.02(e).
Pool Distribution Amount: As to any Distribution Date and Loan Group, the
excess of (a) the sum of (i) the aggregate of (A) the interest portion of any
Monthly Payment on a Mortgage Loan in such Loan Group and the principal portion
of any Monthly Payment on a Mortgage Loan in such Loan Group due on the Due Date
in the month in which such Distribution Date occurs and which is received prior
to the related Determination Date and (B) all Periodic Advances made by a
Servicer (or the Master Servicer or the Trustee, as applicable) in respect of
such Loan Group and payments of Compensating Interest allocable to such Loan
Group made by the applicable Servicer in respect of such Loan Group and such
Distribution Date deposited to the Master Servicer Custodial Account pursuant to
Section 3.09(d)(iii); (ii) all Liquidation Proceeds (other than Excess Proceeds)
received on the Mortgage Loans in such Loan Group during the calendar month
preceding the month of such Distribution Date and deposited to the Master
Servicer Custodial Account pursuant to Section 3.09(d)(iii); (iii) all Principal
Prepayments received on the Mortgage Loans in such Loan Group during the
calendar month preceding the month of such Distribution Date and deposited to
the Master Servicer Custodial Account pursuant to Section 3.09(d)(i) during such
period; (iv) in connection with any Mortgage Loans that are Defective Mortgage
Loans in such Loan Group, the aggregate of the Purchase Prices and Substitution
Adjustment Amounts remitted on the related Remittance Date pursuant to Section
3.09(d)(vii); (v) any other amounts in the Master Servicer Custodial Account
deposited therein pursuant to Section 3.09(d)(iv), (v), (viii), (ix), and (x) in
respect of such Distribution Date and such Loan Group; (vi) any Reimbursement
Amount required to be included pursuant to Section 5.02; and (vii) any Non-PO
Recovery with respect to such Distribution Date and Loan Group over (b) any
amounts permitted to be withdrawn from the Master Servicer Custodial Account
pursuant to clauses (i) through (viii), inclusive, of Section 3.11 in respect of
such Loan Group.
Pool Stated Principal Balance: As to any Distribution Date and Loan Group,
the aggregate Stated Principal Balance of all Mortgage Loans in such Loan Group
that were Outstanding Mortgage Loans immediately following the Due Date in the
month preceding the month in which such Distribution Date occurs.
Pool Stated Principal Balance (Non-PO Portion): As to any Distribution Date
and Loan Group, the sum of the product, for each Mortgage Loan of such Loan
Group, of (a) the Non-PO Percentage of such Mortgage Loan multiplied by (b) the
Stated Principal Balance of such Mortgage Loan that was an Outstanding Mortgage
Loan immediately following the Due Date in the month preceding the month in
which such Distribution Date occurs.
PO Percentage: As to any Discount Mortgage Loan, 100% minus the Non-PO
Percentage for such Mortgage Loan. As to any Mortgage Loan that is not a
Discount Mortgage Loan, 0%.
PO Principal Amount: As to any Distribution Date and Loan Group, (i) the
sum of the applicable PO Percentage of (a) the principal portion of each Monthly
Payment (net of
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unreimbursed Advances and other amounts as to which the related Servicer is
entitled to be reimbursed pursuant to the applicable Servicing Agreement) due on
each Mortgage Loan in such Loan Group on the related Due Date; (b) the Stated
Principal Balance, as of the date of repurchase, of (i) each Mortgage Loan in
such Loan Group that was repurchased by a Servicer pursuant to the applicable
Servicing Agreement as of such Distribution Date, (ii) each Mortgage Loan in
such Loan Group repurchased by the Sponsor pursuant to the Mortgage Loan
Purchase Agreement or a Purchase Obligation as of such Distribution Date, (iii)
each Mortgage Loan in such Loan Group repurchased by the Depositor pursuant to
Section 2.04, or (iv) each Mortgage Loan in each Loan Group purchased by the
Master Servicer pursuant to Section 10.01; (c) any Substitution Adjustment
Amount (net of unreimbursed Advances and other amounts as to which the related
Servicer is entitled to be reimbursed pursuant to the applicable Servicing
Agreement)in connection with any Defective Mortgage Loan in such Loan Group
received with respect to such Distribution Date; (d) any Liquidation Proceeds
allocable to recoveries of principal of Mortgage Loans in such Loan Group that
are not yet Liquidated Mortgage Loans received by a Servicer during the calendar
month preceding the month of such Distribution Date; (e) with respect to each
Mortgage Loan in such Loan Group that became a Liquidated Mortgage Loan during
the calendar month preceding the month of such Distribution Date, the amount of
Liquidation Proceeds (excluding Excess Proceeds) allocable to principal received
by a Servicer with respect to such Mortgage Loan during such period; and (f) all
Principal Prepayments on the Mortgage Loans in such Loan Group received by a
Servicer during the calendar month preceding the month of such Distribution
Date; and (ii) the Class PO Recovery with respect to such Loan Group for such
Distribution Date.
Premium Mortgage Loan: Any Group 1 Premium Mortgage Loan, Group 2 Premium
Mortgage Loan, Group 3 Premium Mortgage Loan, Group 4 Premium Mortgage Loan,
Group 5 Premium Mortgage Loan and Group 6 Premium Mortgage Loan.
Prepayment Interest Shortfall: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the calendar
month preceding the month of such Distribution Date, the amount, if any, by
which one month's interest at the related Mortgage Interest Rate (net of the
Servicing Fee Rate) on such Principal Prepayment exceeds the amount of interest
paid in connection with such Principal Prepayment.
Primary Mortgage Insurance Policy: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage Loan,
in each case issued by an insurer acceptable to Xxxxxx Xxx or Xxxxxxx Mac.
Principal Only Certificates: Any Class of Certificates entitled to
distributions of principal, but to no distributions of interest. The Class
2-A-21 and Class X-PO Certificates are the only Principal Only Certificates.
Principal Prepayment: With respect to each Mortgage Loan, any payment or
other recovery of principal on a Mortgage Loan (other than Liquidation Proceeds
or Payaheads) which is received in advance of its scheduled Due Date and is not
accompanied by an amount of interest representing scheduled interest due on any
date or dates in any month or months subsequent to the month of prepayment.
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Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.
Private Certificates: The Class B-4, Class B-5, Class B-6, Class X-B-4,
Class X-B-5 and Class X-B-6 Certificates.
Pro Rata Share: As to any Distribution Date and any Class of Subordinate
Certificates that is not a Restricted Class, the portion of the Subordinate
Principal Distribution Amounts allocable to such Class, equal to the product of
the Subordinate Principal Distribution Amounts for such Distribution Date and a
fraction, the numerator of which is the related Class Certificate Balance
thereof and the denominator of which is the aggregate Class Certificate Balance
of the Subordinate Certificates that are not Restricted Classes. The Pro Rata
Share of a Restricted Class shall be 0%.
Purchase Obligation: An obligation of the Sponsor or the Depositor to
purchase Mortgage Loans under the circumstances and in the manner provided in
Section 2.02 or 2.04.
Purchase Price: With respect to each Mortgage Loan that was a Defective
Mortgage Loan repurchased on any date pursuant to Section 2.02 or 2.04, an
amount equal to the sum of (i) the Stated Principal Balance of the Mortgage
Loan, (ii) interest on such Stated Principal Balance at the Mortgage Interest
Rate from the date on which interest has last been paid and distributed through
the last day of the month in which such repurchase takes place and (iii) any
costs and damages incurred by the Trust in connection with any violation by such
repurchased Mortgage Loan of any predatory or abusive lending law, less (x)
amounts received or advanced in respect of such repurchased Mortgage Loan which
are being held in the applicable Servicer Custodial Account for distribution in
the month of repurchase and (y) if the Person repurchasing such Mortgage Loan is
servicing such Mortgage Loan under the related Servicing Agreement, the
Servicing Fee for such Mortgage Loan.
Rate Determination Date: As to any Class of LIBOR Certificates, the second
LIBOR Business Day prior to the beginning of the applicable Interest Accrual
Period for such Class and such Distribution Date.
Rating Agency: Each of S&P, Fitch and Xxxxx'x. If any such organization or
a successor is no longer in existence, "Rating Agency" shall be such nationally
recognized statistical rating organization, or other comparable Person, as is
designated by the Depositor, notice of which designation shall be given to the
Trustee, the Master Servicer and the Securities Administrator. References herein
to a given rating or rating category of a Rating Agency shall mean such rating
category without giving effect to any modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan, an amount as
of the date of such liquidation, equal to (i) the unpaid principal balance of
the Liquidated Mortgage Loan as of the date of such liquidation, plus (ii)
interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to
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the extent applied as recoveries of interest at the Net Mortgage Interest Rate
and to principal of the Liquidated Mortgage Loan. With respect to each Mortgage
Loan that has become the subject of a Deficient Valuation, if the principal
amount due under the related Mortgage Note has been reduced, the difference
between the principal balance of the Mortgage Loan outstanding immediately prior
to such Deficient Valuation and the principal balance of the Mortgage Loan as
reduced by the Deficient Valuation. With respect to each Mortgage Loan that has
become the subject of a Debt Service Reduction and any Distribution Date, the
amount, if any, by which the principal portion of the related Monthly Payment
has been reduced.
Recognition Agreement: With respect to a Cooperative Loan, the recognition
agreement between the Cooperative and the originator of such Cooperative Loan.
Record Date: The last day of the month (or, if such day is not a Business
Day, the preceding Business Day) preceding the month of the related Distribution
Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Mortgage Loan.
Regular Certificates: As defined in the Preliminary Statement hereto.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB),
17 C.F.R. Sections 229.1100 - 229.1123, as such may be amended from time to
time, and subject to such clarification and interpretation as have been provided
by the Commission in the adopting release (Asset-Backed Securities, Securities
Act Release No. 33-8518, 70 Red. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or its staff
from time to time.
Reimbursement Amount: As defined in Section 2.02.
Related Group: For Loan Group 1, Group 1; for Loan Group 2, Group 2; for
Loan Group 3, Group 3; for Loan Group 4, Group 4; for Loan Group 5, Group 5; and
for Loan Group 6, Group 6.
Related Loan Group: For Group 1, Loan Group 1; for Group 2, Loan Group 2;
for Group 3, Loan Group 3; for Group 4, Loan Group 4; for Group 5, Loan Group 5;
and for Group 6, Loan Group 6.
Relevant Servicing Criteria: The Servicing Criteria applicable to the
various parties, as set forth on Exhibit Q attached hereto. For clarification
purposes, multiple parties can have responsibility for the same Relevant
Servicing Criteria. With respect to a Servicing Function Participant engaged by
the Master Servicer, the Securities Administrator, the Custodian or any
Servicer, the term "Relevant Servicing Criteria" may refer to a portion of the
Relevant Servicing Criteria applicable to such parties
Relief Act: The Servicemembers Civil Relief Act, as it may be amended from
time to time.
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Relief Act Reduction: With respect to any Distribution Date, for any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result of
the application of the Relief Act or comparable state legislation, the amount,
if any, by which (i) interest collectible on such Mortgage Loan for the most
recently ended calendar month is less than (ii) interest accrued pursuant to the
terms of the Mortgage Note on the same principal amount and for the same period
as the interest collectible on such Mortgage Loan for the most recently ended
calendar month.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Certificate Maturity Date: The "latest possible maturity date" of the
Regular Certificates as that term is defined in Section 2.07.
REMIC Provisions: Provisions of the federal income tax law relating to real
estate mortgage investment conduits, which appear at Section 860A through 860G
of Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations promulgated thereunder, as the foregoing may be in effect from time
to time, as well as provisions of applicable state laws.
Remittance Date: The 18th day of each month beginning in March 2006 (or, if
such day is not a Business Day, the preceding Business Day).
REO Disposition Period: As defined in Section 3.15.
REO Proceeds: Proceeds, net of any related expenses of a Servicer received
in respect of any REO Property (including, without limitation, proceeds from the
rental of the related Mortgaged Property) which are received prior to the final
liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by a Servicer servicing the
related Mortgage Loan on behalf of the Trust through foreclosure or deed-in-lieu
of foreclosure in connection with a defaulted Mortgage Loan.
Reportable Event: As defined in Section 3.22(d).
Reporting Servicer: As defined in Section 3.22(c)(i).
Request for Release: The Request for Release submitted by a Servicer to the
Custodian on behalf of the Trustee, as the case may be, substantially in the
form attached hereto as Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from time to time under this Agreement
in respect of such Mortgage Loan.
Residual Certificate: The Class 2-A-R Certificate.
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Responsible Officer: When used with respect to the Trustee or the
Securities Administrator, any officer of the Corporate Trust Department of the
Trustee or the Securities Administrator, as applicable, including any Senior
Vice President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee or Securities Administrator, as applicable, customarily performing
functions similar to those performed by any of the above designated officers and
having direct responsibility for the administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
Xxxxxxxx-Xxxxx Certification: As defined in Section 3.22(e).
Securities Administrator: Xxxxx Fargo Bank, N.A., and its
successors-in-interest and, if a successor securities administrator is appointed
hereunder, such successor, as securities administrator.
Security Agreement: With respect to a Cooperative Loan, the agreement or
mortgage creating a security interest in favor of the originator of the
Cooperative Loan in the related Cooperative Stock.
Senior Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-3, Class
1-A-4, Class 1-A-5, Class 2-A-R, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class
2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8, Class 2-A-9, Class
2-A-10, Class 2-A-11, Class 2-A-12, Class 2-A-13, Class 2-A-14, Class 2-A-15,
Class 2-A-16, Class 2-A-17, Class 2-A-18, Class 2-A-19, Class 2-A-20, Class
2-A-21, Class 2-A-22, Class 3-A-1, Class 3-A-2, Class 4-A-1, Class 4-A-2, Class
4-A-3, Class 5-A-1, Class 5-A-2, Class 5-A-3, Class 6-A-1, Class 6-A-2, Class
6-A-3, Class 6-A-4, Class X-IO and Class X-PO Certificates.
Senior Credit Support Depletion Date: The date on which (i) with respect to
the Group 1 Senior Certificates, the Group 2 Senior Certificates, the Group 4
Senior Certificates, the Group 5 Senior Certificates and the Group 6 Senior
Certificates, the aggregate Class Certificate Balance of the Crossed Group
Subordinate Certificates has been reduced to zero and (ii) with respect to the
Group 3 Senior Certificates, the aggregate Class Certificate Balance of the
Class B Certificates has been reduced to zero.
Senior Percentage: With respect to any Distribution Date and Loan Group,
the percentage, carried to six places rounded up, obtained by dividing (i) the
sum of the aggregate Class Certificate Balance or Component Balance of the
Senior Certificates or Components of the Related Group immediately prior to such
Distribution Date, by (ii) the Pool Stated Principal Balance (Non-PO Portion) of
such Loan Group for such Distribution Date.
Senior Prepayment Percentage: For any Distribution Date and Loan Group
during the five (5) years beginning on the first Distribution Date, 100%. The
Senior Prepayment Percentage for any Loan Group and for any Distribution Date
occurring on or after the fifth anniversary of the first Distribution Date will,
except as provided herein, be as follows: for any Distribution Date in the first
(1st) year thereafter, the Senior Percentage for such Loan Group plus 70% of the
Subordinate Percentage for such Loan Group for such Distribution Date; for any
Distribution Date in the second (2nd) year thereafter, the Senior Percentage for
such Loan Group
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plus 60% of the Subordinate Percentage for such Loan Group for such Distribution
Date; for any Distribution Date in the third (3rd) year thereafter, the Senior
Percentage for such Loan Group plus 40% of the Subordinate Percentage for such
Loan Group for such Distribution Date; for any Distribution Date in the fourth
(4th) year thereafter, the Senior Percentage for such Loan Group plus 20% of the
Subordinate Percentage for such Loan Group for such Distribution Date; and for
any Distribution Date in the fifth (5th) or later years thereafter, the Senior
Percentage for such Loan Group for such Distribution Date (unless on any of the
foregoing Distribution Dates, the applicable Total Senior Percentage exceeds the
initial Total Senior Percentage applicable for each Loan Group, in which case
the Senior Prepayment Percentage for each Loan Group for such Distribution Date
will once again equal 100%). Notwithstanding the foregoing, no decrease in the
Senior Prepayment Percentage for a Loan Group will occur unless both of the
Senior Step Down Conditions are satisfied.
Senior Principal Distribution Amount: As to any Distribution Date and Loan
Group, the sum of (i) the Senior Percentage for such Loan Group of the
applicable Non-PO Percentage of the amounts described in clauses (i)(a) through
(d) of the definition of "Non-PO Principal Amount" for such Distribution Date
and Loan Group and (ii) the Senior Prepayment Percentage for such Loan Group of
(1) the applicable Non-PO Percentage of the amounts described in clauses (i)(e)
and (f) and (2) the amount described in clause (ii) of the definition of "Non-PO
Principal Amount" for such Distribution Date and Loan Group.
Senior Step Down Conditions: As of any Distribution Date and as to which
any decrease in the Senior Prepayment Percentage for a Loan Group applies, (i)
the outstanding principal balance of, in the case of Crossed Loan Group, all the
Crossed Group Mortgage Loans, and in the case of Loan Group 3, all Group 3
Mortgage Loans (including, for this purpose, any Mortgage Loans in foreclosure,
any REO Property and any Mortgage Loan for which the Mortgagor has filed for
bankruptcy after the Closing Date) delinquent 60 days or more (averaged over the
preceding six month period), as a percentage of the aggregate Class Certificate
Balance of, in the case of the Crossed Loan Group, the Crossed Group Subordinate
Certificates and, in the case of the Loan Group 3, the Class B Certificates, is
not equal to or greater than 50% or (ii) cumulative Realized Losses with respect
to such Mortgage Loans as of the applicable Distribution Date do not exceed the
percentages of the Original Subordinate Certificate Balance set forth below:
PERCENTAGE OF
ORIGINAL SUBORDINATE
DISTRIBUTION DATE OCCURRING CERTIFICATE BALANCE
--------------------------- --------------------
March 2011 through February 2012 30%
March 2012 through February 2013 35%
March 2013 through February 2014 40%
March 2014 through February 2015 45%
March 2015 and thereafter 50%
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Servicer: Any of BANA, Countrywide, GMACM, National City Mortgage,
SunTrust, Washington Mutual or Xxxxx Fargo Bank, each in their capacity as a
servicer of the Mortgage Loans, or any successor servicer appointed as herein
provided.
Servicer Custodial Accounts: The separate accounts created and maintained
by each of the Servicers pursuant to the applicable Servicing Agreement.
Servicing Advance: With respect to each Servicer, shall have the meaning
given to the term "Servicing Advances" in the applicable Servicing Agreement.
Servicing Agreements: Any of the BANA Servicing Agreement, Countrywide
Servicing Agreement, GMACM Servicing Agreement, the National City Mortgage
Servicing Agreement, the SunTrust Servicing Agreement, the Washington Mutual
Servicing Agreement and the Xxxxx Fargo Servicing Agreement.
Servicing Criteria: The criteria set forth in paragraph (d) of Item 1122 of
Regulation AB, as such may be amended from time to time
Servicing Fee: With respect to each Servicer, as defined in the applicable
Servicing Agreement.
Servicing Fee Rate: With respect to each Mortgage Loan, as defined in the
applicable Servicing Agreement.
Servicing File: With respect to each Mortgage Loan, as defined in the
applicable Servicing Agreement.
Servicing Function Participant: Any Subcontractor utilized by the Master
Servicer, the Securities Administrator or the Custodian that is "participating
in the servicing function" within the meaning of Item 1122 of Regulation AB.
Servicing Officer: With respect to each Servicer, as defined in the related
Servicing Agreement.
Servicing Transfer Costs: All reasonable costs and expenses of the Master
Servicer or the Trustee, as applicable, related to any termination of a
Servicer, 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) any costs or expenses associated with the complete
transfer of all servicing data and the completion, correction or manipulation of
such servicing data as may be required by the Master Servicer or the Trustee, as
applicable, to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Master Servicer or the Trustee, as applicable, to
service the Mortgage Loans properly and effectively).
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Shift Percentage: For any Distribution Date will be the percentage indicated
below:
DISTRIBUTION DATE OCCURRING IN SHIFT PERCENTAGE
------------------------------ ----------------
March 2006 through February 2011... 0%
March 2011 through February 2012... 30%
March 2012 through February 2013... 40%
March 2013 through February 2014... 60%
March 2014 through February 2015... 80%
March 2015 and thereafter.......... 100%
Similar Law: As defined in Section 6.02(e).
Sponsor: Bank of America, National Association, a national banking
association, or its successor in interest, as seller of the Mortgage Loans under
the Mortgage Loan Purchase Agreement.
Stated Principal Balance: As to any Mortgage Loan and Due Date, the unpaid
principal balance of such Mortgage Loan as of such date as specified in the
amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any moratorium or similar waiver or
grace period) after giving effect to any previous partial Principal Prepayments
and Liquidation Proceeds allocable to principal (other than with respect to any
Liquidated Mortgage Loan) and to the payment of principal due on such Due Date
and irrespective of any delinquency in payment by the related Mortgagor, and
after giving effect to any Deficient Valuation.
Subcontractor: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing of Mortgage Loans but performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with respect to
Mortgage Loans under the direction or authority of the Master Servicer, the
Securities Administrator or the Custodian.
Subordinate Balance Ratio: As of any date of determination, the ratio among
the principal balances of the Class 1-LS Interest, Class 2-LS Interest, Class
4-LS Interest, Class 5-LS Interest and the Class 6-LS Interest, equal to the
ratio among the Group Subordinate Amounts of Loan Group 1, Loan Group 2, Loan
Group 4, Loan Group 5 and Loan Group 6.
Subordinate Certificates: The Class B, Class X-M-1 and Class X-B
Certificates.
Subordinate Percentage: As of any Distribution Date and Loan Group, 100%
minus the Senior Percentage for such Loan Group for such Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date and Loan
Group, 100% minus the Senior Prepayment Percentage for such Loan Group and such
Distribution Date.
Subordinate Principal Distribution Amount: With respect to any Distribution
Date and Loan Group, an amount equal to the sum of (i) the Subordinate
Percentage for such Loan Group of the applicable Non-PO Percentage of the
amounts described in clauses (i)(a) through (d) of the definition of "Non-PO
Principal Amount" for such Distribution Date and Loan Group and (ii) the
Subordinate Prepayment Percentage for such Loan Group of the applicable Non-PO
Percentage
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of the amounts described in clauses (i)(e)and (f) and (2) the amount described
in clause (ii) of the definition of "Non-PO Principal Amount" for such
Distribution Date and Loan Group.
Substitute Mortgage Loan: A Mortgage Loan substituted for a Defective
Mortgage Loan which must, on the date of such substitution (i) have a Stated
Principal Balance, after deduction of the principal portion of the Monthly
Payment due in the month of substitution, not in excess of the Stated Principal
Balance of the Defective Mortgage Loan; (ii) have a Net Mortgage Interest Rate
not less than, and not more than 2% greater than that of the Defective Mortgage
Loan; (iii) be of the same type as the Defective Mortgage Loan, (iv) have a
Loan-to-Value Ratio not higher than that of the Defective Mortgage Loan, (v)
have a credit score not less than that of the Defective Mortgage Loan, (vi) have
a credit grade not lower in quality than that of the Defective Mortgage Loan,
(vii) have a remaining term to maturity not greater than (and not more than one
(1) year less than) that of the Defective Mortgage Loan; (viii) have the same
lien priority as the Defective Mortgage Loan; and (ix) comply with each Mortgage
Loan representation and warranty set forth in the Mortgage Loan Purchase
Agreement, the Servicing Agreements and this Agreement. More than one Substitute
Mortgage Loan may be substituted for a Defective Mortgage Loan if such
Substitute Mortgage Loans meet the foregoing attributes in the aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
SunTrust: SunTrust Mortgage, Inc.
SunTrust Servicing Agreement: Collectively, the Flow Sale and Servicing
Agreement, dated as of February 1, 2004, by and between BANA (as successor in
interest to BAMCC) and SunTrust, as amended by (i) Amendment No. 1, dated as of
June 1, 2004, and Amendment No. 2, dated as of November 1, 2004, by and between
BANA and SunTrust, (ii) the Master Assignment, Assumption and Recognition
Agreement, dated September 1, 2004, by and among BAMCC, BANA, Wachovia Bank,
National Association, and SunTrust, (iii) that certain Regulation AB Compliance
Addendum to the Flow Sale and Servicing Agreement, dated as of January 1, 2006,
by and between BANA and SunTrust, (iv) those certain Memorandum of Sale, dated
as of November 22, 2005, and February 3, 2006, and (v) the Assignment,
Assumption and Recognition Agreement, dated February 27, 2006, among BANA, BAFC,
the Trustee, the Master Servicer and SunTrust.
Tax Matters Person: Any person designated as "tax matters person" in
accordance with Section 5.06 and the manner provided under Treasury Regulation
Section 1.860F-4(d) and Treasury Regulation Section 301.6231(a)(7)-1.
Total Senior Percentage: Either the Crossed Group Total Senior Percentage
or the Group 2 Total Senior Percentage.
Treasury Regulations: The final and temporary regulations promulgated under
the Code by the U.S. Department of the Treasury.
Trust: The trust created by this Agreement, which shall be named the "Banc
of America Funding 0000-0 Xxxxx."
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Xxxxx Xxxxxx: The segregated pool of assets subject hereto, constituting
the primary trust created hereby and to be administered hereunder, with respect
to a portion of which three REMIC elections are to be made, such entire Trust
Estate consisting of: (i) such Mortgage Loans as from time to time are subject
to this Agreement, together with the Mortgage Files relating thereto, and
together with all collections thereon and proceeds thereof, (ii) any REO
Property, together with all collections thereon and proceeds thereof, (iii) the
Trustee's rights with respect to the Mortgage Loans under all insurance policies
required to be maintained pursuant to this Agreement and any proceeds thereof,
(iv) the right to receive amounts, if any, payable on behalf of any Mortgagor
from the Buy-Down Account relating to any Buy-Down Mortgage Loan, (v) the
Depositor's rights under the Servicing Agreements and the Mortgage Loan Purchase
Agreement (including any security interest created thereby) and (vi) the
Servicer Custodial Accounts, the Master Servicer Custodial Account and the
Certificate Account and such assets that are deposited therein from time to time
and any investments thereof, together with any and all income, proceeds and
payments with respect thereto. The Buy-Down Account shall not be part of the
Trust Estate.
Trustee: U.S. Bank National Association, and its successors-in-interest
and, if a successor trustee is appointed hereunder, such successor, as trustee.
Uncertificated Lower-Tier Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Intermediate Lower-Tier REMIC and is
entitled to monthly distributions as provided in Section 5.02(a) hereof. Any of
the Class 1-L Interest, Class 1-LS Interest, Class 1-LPO Interest, Class 1-LIO
Interest, Class 2-L Interest, Class 2-LS Interest, Class 2-LPO Interest, Class
2-LIO Interest, Class 3-L Interest, Class 3-LPO Interest, Class 3-LIO Interest,
Class 4-L Interest, Class 4-LS Interest, Class 4-LPO Interest, Class 4-LIO
Interest, Class 5-L Interest, Class 5-LS Interest, Class 5-LPO Interest, Class
5-LIO Interest, Class 6-L Interest, Class 6-LS Interest, Class 6-LPO Interest
and Class 6-LIO Interest are Uncertificated Lower-Tier Interests.
Uncertificated Intermediate Lower-Tier Interest: A regular interest in the
Intermediate Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and is entitled to monthly distributions as provided in Section 5.02(a) hereof.
Any of the Class 1-A-IT1 Interest, Class 1-A-IT2 Interest, Class 1-A-IT3
Interest, Class 1-ITIO Interest, Class 1-ITPO Interest, Class 2-A-IT1 Interest,
Class 2-A-ITR Interest, Class 2-ITIO Interest, Class 2-ITPO Interest, Class
3-A-IT1 Interest, Class 3-ITIO Interest, Class 3-ITPO Interest, Class 4-A-IT1
Interest, Class 4-A-IT2 Interest, Class 4-ITIO Interest, Class 4-ITPO Interest,
Class 5-A-IT1 Interest, Class 5-A-IT2 Interest, Class 5-ITIO Interest, Class
5-A-ITPO Interest, Class 6-A-IT1 Interest, Class 6-ITIO Interest, Class 6-ITPO
Interest, Class B-IT1 Interest, Class B-IT2 Interest, Class B-IT3 Interest,
Class B-IT4 Interest, Class B-IT5 Interest, Class B-IT6 Interest, Class X-M-IT1
Interest Class X-B-IT1 Interest, Class X-B-IT2 Interest, Class X-B-IT3 Interest,
Class X-B-IT4 Interest, Class X-B-IT5 Interest and Class X-B-IT6 Interest are
Uncertificated Intermediate Lower-Tier Interests.
Undercollateralized Amount: As defined in Section 5.02.
Undercollateralized Group: As defined in Section 5.02.
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Uninsured Cause: Any cause of damage to a Mortgaged Property, the cost of
the complete restoration of which is not fully reimbursable under the hazard
insurance policies required to be maintained pursuant to Section 3.12.
Upper-Tier Certificate Sub-Account: The deemed sub-account of the
Certificate Account designated by the Securities Administrator pursuant to
Section 3.09(h).
Upper-Tier REMIC: As defined in the Preliminary Statement, the assets of
which consist of the Uncertificated Intermediate Lower-Tier Interests and such
amounts as shall from time to time be deemed to be held in the Upper-Tier
Certificate Sub-Account.
U.S. Person: A citizen or resident of the United States, a corporation or
partnership (unless, in the case of a partnership, Treasury Regulations are
adopted that provide otherwise) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, including an
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons).
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. As of any date of determination, (a) 1%
of all Voting Rights shall be allocated to the Holder of the Residual
Certificate, (b) 1% of all Voting Rights shall be allocated to the Holders of
the Class 1-A-3 Certificates, (c) 1% of all Voting Rights shall be allocated to
the Holders of the Class 1-A-5 Certificates, (d) 1% of all Voting Rights shall
be allocated to the Holders of the Class 5-A-3 Certificates, (e) 1% of all
Voting Rights shall be allocated to the Holders of the Class X-IO Certificates
and (d) the remaining Voting Rights shall be allocated among Holders of the
remaining Classes of Certificates in proportion to the Certificate Balances of
their respective Certificates on such date.
Washington Mutual: Washington Mutual Bank.
Washington Mutual Servicing Agreement: Collectively, (i) the Mortgage Loan
Purchase and Sale Agreement (Amended and Restated), dated as of July 1, 2003, by
and among Washington Mutual, Washington Mutual Bank fsb and BANA (as successor
in interest to BAMCC), as amended by (a) the Master Assignment, Assumption and
Recognition Agreement, dated as of July 1, 2004 (the "Master AAR"), by and among
BAMCC, BANA and Washington Mutual and (b) that certain Regulation AB Amendment
to the Mortgage Loan Purchase and Sale Agreement, dated as of January 1, 2006,
by and among Washington Mutual, Washington Mutual Bank fsb and BANA, (ii) the
Servicing Agreement (Amended and Restated), dated as of July 1, 2003, by and
between BANA and Washington Mutual, as amended by (a) the Master AAR and (b)
that certain Regulation AB Amendment to the Servicing Agreement, dated as of
January 1, 2006, by and between Washington Mutual and BANA, (iii) that certain
Term Sheet, dated as of January 24, 2006, by and between Washington Mutual and
BANA and (iv) the Assignment, Assumption and Recognition Agreement, dated
February 27, 2006, by and among BANA, the
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Depositor, the Trustee, the Master Servicer, Washington Mutual Bank fsb and
Washington Mutual.
Xxxxx Fargo Bank: Xxxxx Fargo Bank, N.A., in its capacity as Servicer under
the Xxxxx Fargo Servicing Agreement.
Xxxxx Fargo Servicing Agreement: Collectively, (a) that certain Master
Seller's Warranties and Servicing Agreement (as amended, the "2003 MSWSA"),
dated as of January 1, 2003, by and between BANA and Xxxxx Fargo Bank (as
successor in interest to Xxxxx Fargo Home Mortgage, Inc.), (b) that certain
Master Mortgage Loan Purchase Agreement, (as amended, the "2003 MMLPA"), dated
as of January 1, 2003, by and between BANA and Xxxxx Fargo Bank (as successor in
interest to Xxxxx Fargo Home Mortgage, Inc.), (c) that certain Master Seller's
Warranties and Servicing Agreement, dated as of March 1, 2005 (as amended and
restated on December 1, 2005, the "March MSWSA"), by and between BANA and Xxxxx
Fargo Bank, (d) that certain Master Mortgage Loan Purchase Agreement, dated as
of March 1, 2005 (as amended and restated on December 1, 2005, the "March
MMLPA"), by and between BANA and Xxxxx Fargo Bank, (e) that certain Amended and
Restated Master Seller's Warranties and Servicing Agreement, dated as of
December 1, 2005 (the "December MSWSA"), by and between BANA and Xxxxx Fargo
Bank, (f) that certain Amended and Restated Master Mortgage Loan Purchase
Agreement, dated as of December 1, 2005 (the "December MMLPA"), by and between
BANA and Xxxxx Fargo Bank, (g) that certain Assignment and Conveyance Agreement
(W11), dated as of February 26, 2004, by and between BANA and Xxxxx Fargo Bank,
(h) that certain Assignment and Conveyance Agreement (W84), dated as of October
26, 2005, by and between BANA and Xxxxx Fargo Bank, (i) that certain Assignment
and Conveyance Agreement (W97), dated as of December 15, 2005, by and between
BANA and Xxxxx Fargo Bank, (j) that certain Assignment and Conveyance Agreement
(W01), dated as of January 27, 2006, by and between BANA and Xxxxx Fargo Bank
and (k) the Assignment, Assumption and Recognition Agreement, dated February 27,
2006, by and among BANA, the Depositor, the Trustee, the Master Servicer and
Xxxxx Fargo Bank.
Section 1.02 Interest Calculations. All calculations of interest will be
made on a 360-day year consisting of twelve (12) 30-day months. All dollar
amounts calculated hereunder shall be rounded to the nearest xxxxx with one-half
of one xxxxx being rounded down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor, concurrently
with the execution and delivery hereof, hereby sells, transfers, assigns, sets
over and otherwise conveys to the Trustee on behalf of the Trust for the benefit
of the Certificateholders, without recourse, all the right, title and interest
of the Depositor in and to the Mortgage Loans and the related Mortgage Files,
including all interest and principal received on or with respect to the Mortgage
Loans (other than payments of principal and interest due and payable on the
Mortgage Loans on or before the Cut-off Date) and the Depositor's rights under
the Mortgage Loan Purchase Agreement, including the rights of the Depositor as
assignee of the Sponsor with respect to the
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Sponsor's rights under the Servicing Agreements. The foregoing sale, transfer,
assignment and set over does not and is not intended to result in a creation of
an assumption by the Trustee of any obligation of the Depositor or any other
Person in connection with the Mortgage Loans or any agreement or instrument
relating thereto, except as specifically set forth herein. It is agreed and
understood by the parties hereto that it is not intended that any mortgage loan
be included in the Trust that is a "High-Cost Home Loan" as defined in any of
(i) the New Jersey Home Ownership Act effective November 27, 2003, (ii) the New
Mexico Home Loan Protection Act effective January 1, 2004, (iii) the
Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or
(iv) the Indiana Home Loan Practices Act, effective January 1, 2005.
(b) In connection with such transfer and assignment, the Depositor has
delivered or caused to be delivered to the Trustee, or a Custodian on behalf of
the Trustee, for the benefit of the Certificateholders, the following documents
or instruments with respect to each Mortgage Loan so assigned:
(i) the original Mortgage Note, endorsed by manual or facsimile
signature in the following form: "Pay to the order of U.S. Bank National
Association, as trustee for holders of Banc of America Funding Corporation
Mortgage Pass-Through Certificates, Series 2006-2, without recourse," with
all necessary intervening endorsements showing a complete chain of
endorsement from the originator to the Trustee (each such endorsement being
sufficient to transfer all right, title and interest of the party so
endorsing, as noteholder or assignee thereof, in and to that Mortgage Note)
and, in the case of any Mortgage Loan originated in the State of New York
documented by a NYCEMA, the NYCEMA, the new Mortgage Note, if applicable,
the consolidated Mortgage Note and the consolidated Mortgage;
(ii) except as provided below and other than with respect to the
Mortgage Loans purchased by the Sponsor from Xxxxx Fargo Bank, the original
recorded Mortgage with evidence of a recording thereon, or if any such
Mortgage has not been returned from the applicable recording office or has
been lost, or if such public recording office retains the original recorded
Mortgage, a copy of such Mortgage certified by the applicable Servicer
(which may be part of a blanket certification) as being a true and correct
copy of the Mortgage;
(iii) subject to the provisos at the end of this paragraph, a duly
executed Assignment of Mortgage to "U.S. Bank National Association, as
trustee for the holders of Banc of America Funding Corporation Mortgage
Pass-Through Certificates, Series 2006-2" (which may be included in a
blanket assignment or assignments), together with, except as provided below
and other than with respect to the Mortgage Loans purchased by the Sponsor
from Xxxxx Fargo Bank, originals of all interim recorded assignments of
such mortgage or a copy of such interim assignment certified by the
applicable Servicer (which may be part of a blanket certification) as being
a true and complete copy of the original recorded intervening assignments
of Mortgage (each such assignment, when duly and validly completed, to be
in recordable form and sufficient to effect the assignment of and transfer
to the assignee thereof, under the Mortgage to which the assignment
relates); provided that, if the related Mortgage has not been returned from
the applicable public recording office, such Assignment of Mortgage may
exclude the information to be
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provided by the recording office; and provided, further, if the related
Mortgage has been recorded in the name of Mortgage Electronic Registration
Systems, Inc. ("MERS") or its designee, no Assignment of Mortgage in favor
of the Trustee will be required to be prepared or delivered and instead,
the Master Servicer shall enforce the obligations of the applicable
Servicer to take all actions as are necessary to cause the Trust to be
shown as the owner of the related Mortgage Loan on the records of MERS for
purposes of the system of recording transfers of beneficial ownership of
mortgages maintained by MERS;
(iv) the originals of all assumption, modification, consolidation or
extension agreements, if any, with evidence of recording thereon, if any;
(v) other than with respect to the Mortgage Loans purchased by the
Sponsor from Xxxxx Fargo Bank, any of (A) the original or duplicate
original mortgagee title insurance policy and all riders thereto, (B) a
title search showing no lien (other than standard exceptions) on the
Mortgaged Property senior to the lien of the Mortgage or (C) an opinion of
counsel of the type customarily rendered in the applicable jurisdiction in
lieu of a title insurance policy;
(vi) the original of any guarantee executed in connection with the
Mortgage Note;
(vii) for each Mortgage Loan, if any, which is secured by a
residential long-term lease, a copy of the lease with evidence of recording
indicated thereon, or, if the lease is in the process of being recorded, a
photocopy of the lease, certified by an officer of the respective prior
owner of such Mortgage Loan or by the applicable title insurance company,
closing/settlement/escrow agent or company or closing attorney to be a true
and correct copy of the lease transmitted for recordation;
(viii) the original of any security agreement, chattel mortgage or
equivalent document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Cooperative Stock (other than
with respect to any Mortgage Loan secured by Cooperative Stock purchased by
the Sponsor from Xxxxx Fargo Bank), the originals of the following
documents or instruments:
(A) The Cooperative Stock Certificate;
(B) The stock power executed in blank;
(C) The executed Cooperative Lease;
(D) The executed Recognition Agreement;
(E) The executed assignment of Recognition Agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
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(G) Executed UCC-3 financing statements or other appropriate UCC
financing statements required by state law, evidencing a complete and
unbroken line from the mortgagee to the Trustee with evidence of
recording thereon (or in a form suitable for recordation).
provided, however, that on the Closing Date, with respect to item (iii), if an
Assignment of Mortgage is required to be recorded as set forth below, the
Depositor has delivered to the Trustee or a Custodian on behalf of the Trustee,
as the case may be, a copy of such Assignment of Mortgage in blank rather than
in the name of the Trustee and has caused the applicable Servicer to retain the
completed Assignment of Mortgage for recording as described below, unless such
Mortgage has been recorded in the name of MERS or its designee. In addition, if
the Depositor is unable to deliver or cause the delivery of any original
Mortgage Note due to the loss of such original Mortgage Note, the Depositor may
deliver a copy of such Mortgage Note, together with a lost note affidavit, and
shall thereby be deemed to have satisfied the document delivery requirements of
this Section 2.01(b).
If in connection with any Mortgage Loans, the Depositor cannot deliver (A)
the Mortgage, (B) all interim recorded assignments, (C) all assumption,
modification, consolidation or extension agreements, if any, or (D) the lender's
title policy, if any, (together with all riders thereto), if applicable,
satisfying the requirements of clause (ii), (iii), (iv) or (v) above,
respectively, concurrently with the execution and delivery hereof because such
document or documents have not been returned from the applicable public
recording office in the case of clause (ii), (iii) or (iv) above, or because the
title policy, if applicable, has not been delivered to any of the related
Servicer, the Sponsor or the Depositor, as applicable, by the applicable title
insurer, if any, in the case of clause (v) above, the Depositor shall promptly
deliver or cause to be delivered to the Trustee or a Custodian on behalf of the
Trustee, as the case may be, in the case of clause (ii), (iii) or (iv) above,
such Mortgage, such interim assignment or such assumption, modification,
consolidation or extension agreement, as the case may be, with evidence of
recording indicated thereon upon receipt thereof from the public recording
office, but in no event shall any such delivery of any such documents or
instruments be made later than one (1) year following the Closing Date, unless,
in the case of clause (ii), (iii) or (iv) above, there has been a continuing
delay at the applicable recording office or, in the case of clause (v), there
has been a continuing delay at the applicable insurer and the Depositor has
delivered an Officer's Certificate to such effect to the Trustee. The Depositor
shall forward or cause to be forwarded to the Trustee or a Custodian, on behalf
of the Trustee, as the case may be, (1) from time to time additional original
documents evidencing an assumption or modification of a Mortgage Loan and (2)
any other documents required to be delivered by the Depositor, or the applicable
Servicer to the Trustee or a Custodian on the Trustee's behalf, as the case may
be. In the event that the original Mortgage is not delivered and in connection
with the payment in full of the related Mortgage Loan the public recording
office requires the presentation of a "lost instruments affidavit and indemnity"
or any equivalent document, because only a copy of the Mortgage can be delivered
with the instrument of satisfaction or reconveyance, the Depositor shall
prepare, execute and deliver or cause to be prepared, executed and delivered, on
behalf of the Trust, such a document to the public recording office.
Upon discovery by the Depositor or notice from Xxxxx Fargo Bank, the Master
Servicer, the Securities Administrator or Trustee that a Document Transfer Event
has occurred, the
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Depositor shall, with respect to Mortgage Loans purchased by the Sponsor from
Xxxxx Fargo Bank, deliver or cause to be delivered to the Trustee or a
Custodian, on behalf of the Trustee, within 60 days copies (which may be in
electronic form mutually agreed upon by the Depositor and the Trustee or such
Custodian) of the following additional documents or instruments to the Mortgage
File with respect to each such Mortgage Loan; provided, however, that originals
of such documents or instruments shall be delivered to the Trustee or a
Custodian on behalf of the Trustee, as applicable, if originals are required
under the law in which the related Mortgaged Property is located in order to
exercise all remedies available to the Trust under applicable law following
default by the related Mortgagor:
(1) other than if the related Mortgage has been recorded in the name
of MERS or its designee, originals of all interim recorded assignments of such
mortgage or a copy of such interim assignments certified by Xxxxx Fargo Bank
(which may be part of a blanket certification) as being a true and complete copy
of the original recorded intervening assignments of Mortgage (each such
assignment, when duly and validly completed, to be in recordable form and
sufficient to effect the assignment of and transfer to the assignee thereof,
under the Mortgage to which the assignment relates);
(2) the original or a certified copy of the lender's title insurance
policy;
(3) the original Mortgage with evidence of recording thereon, and the
original recorded power of attorney, if the Mortgage was executed pursuant to a
power of attorney, with evidence of recording thereon or, if such Mortgage or
power of attorney has been submitted for recording but has not been returned
from the applicable public recording office, has been lost or is not otherwise
available, a copy of such Mortgage or power of attorney, as the case may be,
certified to be a true and complete copy of the original submitted for
recording; and
(4) for each Mortgage Loan secured by Cooperative Stock, the originals
of the following documents or instruments:
(A) The Cooperative Stock Certificate;
(B) The stock power executed in blank;
(C) The executed Cooperative Lease;
(D) The executed Recognition Agreement;
(E) The executed assignment of Recognition Agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate UCC
financing statements required by state law, evidencing a complete and
unbroken line from the mortgagee to the Trustee with evidence of
recording thereon (or in a form suitable for recordation).
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With respect to each Mortgage Loan, as promptly as practicable subsequent
to such transfer and assignment, the Master Servicer shall (except for any
Mortgage which has been recorded in the name of MERS or its designee) enforce
the obligations of the related Servicer pursuant to the related Servicing
Agreement to (I) cause each Assignment of Mortgage to be in proper form for
recording in the appropriate public office for real property records within the
time period required in the applicable Servicing Agreement and (II) at the
Depositor's expense, cause to be delivered for recording in the appropriate
public office for real property records the Assignments of the Mortgages to the
Trustee, except that, with respect to any Assignment of a Mortgage as to which
the related Servicer has not received the information required to prepare such
assignment in recordable form, such Servicer's obligation to do so and to
deliver the same for such recording shall be as soon as practicable after
receipt of such information and in accordance with the applicable Servicing
Agreement.
No recording of an Assignment of Mortgage will be required in a state if
either (i) the Depositor furnishes to the Trustee and the Securities
Administrator an unqualified Opinion of Counsel reasonably acceptable to the
Trustee and the Securities Administrator to the effect that recordation of such
assignment is not necessary under applicable state law to preserve the Trustee's
interest in the related Mortgage Loan against the claim of any subsequent
transferee of such Mortgage Loan or any successor to, or creditor of, the
Depositor or the originator of such Mortgage Loan or (ii) the recordation of an
Assignment of Mortgage in such state is not required by either Rating Agency in
order to obtain the initial ratings on the Certificates on the Closing Date.
Exhibit J attached hereto sets forth the list of all states where recordation is
required by any Rating Agency to obtain the initial ratings of the Certificates.
The Securities Administrator and the Trustee may rely and shall be protected in
relying upon the information contained in such Exhibit J.
In the case of Mortgage Loans that have been prepaid in full as of the
Closing Date, the Depositor, in lieu of delivering the above documents to the
Trustee, or a Custodian on the Trustee's behalf, will cause the applicable
Servicer to remit to the Master Servicer for deposit in the Master Servicer
Custodial Account the portion of such payment that is required to be deposited
in the such account pursuant to Section 3.09.
Section 2.02 Acceptance by the Trustee or Custodian of the Mortgage Loans.
Subject to the provisions of the following paragraph, the Trustee declares that
it, or a Custodian as its agent, will hold the documents referred to in Section
2.01 and the other documents delivered to it or a Custodian as its agent, as the
case may be, constituting the Mortgage Files, and that it will hold such other
assets as are included in the Trust Estate delivered to it, in trust for the
exclusive use and benefit of all present and future Certificateholders. Upon
execution and delivery of this document, the Trustee shall deliver or cause a
Custodian to deliver to the Depositor and the Master Servicer a certification in
the form attached hereto as Exhibit K (the "Initial Certification") to the
effect that, except as may be specified in a list of exceptions attached
thereto, such Person has received the original Mortgage Note relating to each of
the Mortgage Loans listed on the Mortgage Loan Schedule.
Within 90 days after the execution and delivery of this Agreement, the
Trustee shall review, or cause a Custodian, on behalf of the Trustee, to review,
the Mortgage Files in such Person's possession, and shall deliver to the
Depositor and the Master Servicer a certification in
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the form attached hereto as Exhibit L (the "Final Certification") to the effect
that, as to each Mortgage Loan listed in the Mortgage Loan Schedule, except as
may be specified in a list of exceptions attached to such Final Certification,
such Mortgage File contains all of the items required to be delivered pursuant
to Section 2.01(b). In performing any such review, the Trustee or a Custodian,
as the case may be, may conclusively rely on the purported genuineness of any
such document and any signature thereon.
If, in the course of such review, a Custodian finds any document
constituting a part of a Mortgage File which does not meet the requirements of
Section 2.01 or is omitted from such Mortgage File or if the Depositor, the
Master Servicer, the Trustee, a Custodian or the Securities Administrator
discovers a breach by a Servicer or the Sponsor of any representation, warranty
or covenant under the Servicing Agreements or the Mortgage Loan Purchase
Agreement in respect of any Mortgage Loan and such breach materially adversely
affects the interest of the Certificateholders in the related Mortgage Loan
(provided that any such breach that causes the Mortgage Loan not to be a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall
be deemed to materially and adversely affect the interests of the
Certificateholders), then such party shall promptly so notify the Master
Servicer, the Sponsor, such Servicer, the Securities Administrator, the Trustee
and the Depositor of such failure to meet the requirements of Section 2.01 or of
such breach and request that the applicable Servicer or the Sponsor, as
applicable, deliver such missing documentation or cure such defect or breach
within 90 days of its discovery or its receipt of notice of any such failure to
meet the requirements of Section 2.01 or of such breach. If the Trustee receives
written notice that the Sponsor or the applicable Servicer, as applicable, has
not delivered such missing document or cured such defect or breach in all
material respects during such period, the Trustee, on behalf of the Trust, shall
enforce the applicable Servicer's or Sponsor's obligation, as the case may be,
under the applicable Servicing Agreement or the Mortgage Loan Purchase
Agreement, as applicable, and cause the applicable Servicer or Sponsor, as
applicable, to either (a) other than in the case of Washington Mutual,
substitute for the related Mortgage Loan a Substitute Mortgage Loan, which
substitution shall be accomplished in the manner and subject to the conditions
set forth below or (b) purchase such Mortgage Loan from the Trust at the
Purchase Price for such Mortgage Loan; provided, however, that in no event shall
such a substitution occur more than two years from the Closing Date; provided,
further, that such substitution or repurchase must occur within 90 days of when
such defect was discovered if such defect will cause the Mortgage Loan not to be
a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code.
Notwithstanding any contrary provision of this Agreement, no substitution
pursuant to this Section 2.02 shall be made more than 90 days after the Closing
Date unless the Depositor delivers to the Securities Administrator an Opinion of
Counsel, which Opinion of Counsel shall not be at the expense of either the
Trustee, the Securities Administrator or the Trust Estate, addressed to the
Trustee and the Securities Administrator, to the effect that such substitution
will not (i) result in the imposition of the tax on "prohibited transactions" on
any REMIC created hereunder or contributions after the Start-up Day, as defined
in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any
REMIC created hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding.
It is understood that the scope of the Trustee's review (or a Custodian's
review on its behalf) of the Mortgage Files is limited solely to confirming that
the documents listed in Section
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2.01 have been received and further confirming that any and all documents
delivered pursuant to Section 2.01 appear on their face to have been executed
and relate to the applicable Mortgage Loans identified in the related Mortgage
Loan Schedule based solely upon the review of items (i) and (xi) in the
definition of Mortgage Loan Schedule. Neither the Trustee nor any Custodian
shall have any responsibility for determining whether any document is valid and
binding, whether the text of any assignment or endorsement is in proper or
recordable form, whether any document has been recorded in accordance with the
requirements of any applicable jurisdiction, or whether a blanket assignment is
permitted in any applicable jurisdiction.
If the Trustee receives written notice from the Depositor, the Master
Servicer or the Securities Administrator of a breach of any representation or
warranty of a related Servicer or the Sponsor, the Trustee, on behalf of the
Trust, shall enforce the rights of the Trust under the Servicing Agreements and
the Mortgage Loan Purchase Agreement for the benefit of the Certificateholders.
If the Trustee receives written notice from the Depositor, the Master Servicer
or the Securities Administrator of a breach of the representations or warranties
with respect to the Mortgage Loans set forth in a Servicing Agreement, the
Trustee, on behalf of the Trust, shall enforce the right of the Trust to be
indemnified for such breach of representation or warranty. In addition, if the
Trustee receives written notice from the Depositor, the Master Servicer or the
Securities Administrator of a breach of a representation with respect to a
Mortgage Loan set forth in clauses (k) or (o) of paragraph 3 of the Mortgage
Loan Purchase Agreement that occurs as a result of a violation of an applicable
predatory or abusive lending law, the Trustee, on behalf of the Trust, shall
enforce the right of the Trust to reimbursement by the Sponsor for all costs or
damages incurred by the Trust as a result of the violation of such law (such
amount, the "Reimbursement Amount"), but in the case of a breach of a
representation set forth in clauses (k) or (o) of paragraph 3 of the Mortgage
Loan Purchase Agreement, only to the extent the applicable Servicer does not so
reimburse the Trust. It is understood and agreed that, except for any
indemnification provided in the Servicing Agreements and the payment of any
Reimbursement Amount, the obligation of a Servicer or the Sponsor to cure or to
repurchase (or, other than in the case of Washington Mutual, to substitute for)
any Mortgage Loan as to which a document is missing, a material defect in a
constituent document exists or as to which such a breach has occurred and is
continuing shall constitute the sole remedy against a Servicer or the Sponsor in
respect of such omission, defect or breach available to the Trustee on behalf of
the Trust and the Certificateholders.
With respect to the representations and warranties relating to the Mortgage
Loans set forth in the Mortgage Loan Purchase Agreement that are made to the
best of the Sponsor's knowledge or as to which the Sponsor had no knowledge, if
it is discovered by the Depositor, the Master Servicer or the Trustee that the
substance of such representation or warranty is inaccurate and such inaccuracy
materially and adversely affects the interest of the Certificateholders in the
related Mortgage Loan then, notwithstanding the Sponsor's lack of knowledge with
respect to the substance of such representation or warranty being inaccurate at
the time the representation or warranty was made, such inaccuracy shall be
deemed a breach of the applicable representation or warranty.
It is understood and agreed that the representations and warranties
relating to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement
shall survive delivery of the Mortgage Files to the Trustee or a Custodian on
the Trustee's behalf and shall inure to the
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benefit of the Certificateholders notwithstanding any restrictive or qualified
endorsement or assignment. It is understood and agreed that the obligations of
the Sponsor set forth in this Section 2.02 to cure, substitute for or repurchase
a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement constitute the
sole remedies available to the Certificateholders and to the Trustee on their
behalf respecting a breach of the representations and warranties contained in
the Mortgage Loan Purchase Agreement.
The representations and warranties of each Servicer with respect to the
applicable Mortgage Loans in the related Servicing Agreement, which have been
assigned to the Trustee hereunder, were made as of the date specified in such
Servicing Agreement. To the extent that any fact, condition or event with
respect to a Mortgage Loan constitutes a breach of both (i) a representation or
warranty of a Servicer under the related Servicing Agreement and (ii) a
representation or warranty of the Sponsor under the Mortgage Loan Purchase
Agreement, the only right or remedy of the Trustee or of any Certificateholder
shall be the Trustee's right, on behalf of the Trust, to enforce the obligations
of the applicable Servicer under any applicable representation or warranty made
by it. It is hereby acknowledged that the Sponsor shall have no obligation or
liability with respect to any breach of a representation or warranty made by it
with respect to the Mortgage Loans if the fact, condition or event constituting
such breach also constitutes a breach of a representation or warranty made by
the applicable Servicer in the applicable Servicing Agreement, without regard to
whether such Servicer fulfills its contractual obligations in respect of such
representation or warranty. It is hereby further acknowledged that the Depositor
shall have no obligation or liability with respect to any breach of any
representation or warranty with respect to the Mortgage Loans (except as set
forth in Section 2.04) under any circumstances.
With respect to each Substitute Mortgage Loan the Sponsor shall deliver to
the Trustee (or a Custodian on behalf of the Trustee), for the benefit of the
Certificateholders, the Mortgage Note, the Mortgage, the related Assignment of
Mortgage (except for any Mortgage which has been recorded in the name of MERS or
its designee), and such other documents and agreements as are otherwise required
by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as
required by Section 2.01. No substitution is permitted to be made in any
calendar month after the Determination Date for such month. Monthly Payments due
with respect to any such Substitute Mortgage Loan in the month of substitution
shall not be part of the Trust Estate. For the month of substitution,
distributions to Certificateholders will include the Monthly Payment due for
such month on any Defective Mortgage Loan for which the Sponsor or a Servicer
(other than Washington Mutual) has substituted a Substitute Mortgage Loan.
The Master Servicer shall amend the Mortgage Loan Schedule for the benefit
of the Certificateholders to reflect the removal of each Mortgage Loan that has
become a Defective Mortgage Loan and the substitution of the Substitute Mortgage
Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan
Schedule to the Securities Administrator, the Trustee and any Custodian. Upon
such substitution of a Mortgage Loan by the Sponsor or a Servicer (other than
Washington Mutual), each Substitute Mortgage Loan shall be subject to the terms
of this Agreement in all respects, the Sponsor shall be deemed to have made to
the Trustee with respect to such Substitute Mortgage Loan, as of the date of
substitution, the representations and warranties made pursuant to paragraph 4 of
the Mortgage Loan Purchase Agreement and the applicable Servicer shall be deemed
to have made to the Trustee with respect to such Substitute
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Mortgage Loan, as of the date of substitution, the mortgage loan representations
and warranties made pursuant to the applicable Servicing Agreement. Upon any
such substitution and the deposit to the Master Servicer Custodial Account of
any required Substitution Adjustment Amount (as described in the next paragraph)
and receipt by the Trustee of a Request for Release, the Trustee shall release,
or shall direct a Custodian to release, the Mortgage File relating to such
Defective Mortgage Loan to applicable Person and shall execute and deliver at
such Person's direction such instruments of transfer or assignment prepared by
such Person, without recourse, as shall be necessary to vest title in such
Person or its designee to the Trustee's interest in any Defective Mortgage Loan
substituted for pursuant to this Section 2.02.
For any month in which Sponsor or a Servicer (other than Washington Mutual)
substitutes one or more Substitute Mortgage Loans for one or more Defective
Mortgage Loans, the amount (if any) by which the aggregate principal balance of
all such Substitute Mortgage Loans substituted by such Person in a Loan Group as
of the date of substitution is less than the aggregate Stated Principal Balance
of all such Defective Mortgage Loans in a Loan Group substituted by such Person
(after application of the principal portion of the Monthly Payments due in the
month of substitution) (the "Substitution Adjustment Amount" for such Loan
Group) plus an amount equal to the aggregate of any unreimbursed Advances with
respect to such Defective Mortgage Loans shall be remitted by such Person to the
Master Servicer for deposit to the Master Servicer Custodial Account on or
before the 18th day of the month succeeding the calendar month during which the
related Mortgage Loan is required to be purchased or replaced hereunder.
The Trustee shall retain or shall cause a Custodian to retain, as
applicable, possession and custody of each Mortgage File in accordance with and
subject to the terms and conditions set forth herein. The Master Servicer shall
cause to be promptly delivered to the Trustee or a Custodian on behalf of the
Trustee, as the case may be, upon the execution or, in the case of documents
requiring recording, receipt thereof, the originals of such other documents or
instruments constituting the Mortgage File as come into the Master Servicer's
possession from time to time.
Neither the Trustee nor any Custodian shall be under any duty or obligation
(i) to inspect, review or examine any such documents, instruments, certificates
or other papers to determine that they are genuine, enforceable, or appropriate
for the represented purpose or that they are other than what they purport to be
on their face or (ii) to determine whether any Mortgage File should include any
of the documents specified in Section 2.01(b)(iv), (vi), (vii), (viii) and (ix).
In connection with making the certifications required hereunder, to the extent a
title search or opinion of counsel has been provided in lieu of a title policy
for any Mortgage Loan, the Trustee or a Custodian on its behalf, as applicable,
shall only be responsible for confirming that a title search or opinion of
counsel has been provided for such Mortgage Loan.
Section 2.03 Representations, Warranties and Covenants of the Master
Servicer. The Master Servicer hereby makes the following representations and
warranties to the Depositor, the Securities Administrator and the Trustee, as of
the Closing Date:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States of America and has
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all licenses necessary to carry on its business as now being conducted and
is licensed, qualified and in good standing in each of the states where a
Mortgaged Property securing a Mortgage Loan is located if the laws of such
state require licensing or qualification in order to conduct business of
the type conducted by the Master Servicer. The Master Servicer has power
and authority to execute and deliver this Agreement and to perform in
accordance herewith; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered pursuant
to this Agreement) by the Master Servicer and the consummation of the
transactions contemplated hereby have been duly and validly authorized.
This Agreement, assuming due authorization, execution and delivery by the
other parties hereto, evidences the valid, binding and enforceable
obligation of the Master Servicer, subject to applicable law except as
enforceability may be limited by (A) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting
the enforcement of the rights of creditors and (B) general principles of
equity, whether enforcement is sought in a proceeding in equity or at law.
All requisite corporate action has been taken by the Master Servicer to
make this Agreement valid and binding upon the Master Servicer in
accordance with its terms.
(ii) No consent, approval, authorization or order is required for the
transactions contemplated by this Agreement from any court, governmental
agency or body, or federal or state regulatory authority having
jurisdiction over the Master Servicer is required or, if required, such
consent, approval, authorization or order has been or will, prior to the
Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Master Servicer and
will not result in the breach of any term or provision of the charter or
by-laws of the Master Servicer or result in the breach of any term or
provision of, or conflict with or constitute a default under or result in
the acceleration of any obligation under, any agreement, indenture or loan
or credit agreement or other instrument to which the Master Servicer or its
property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Master Servicer or its
property is subject.
(iv) There is no action, suit, proceeding or investigation pending or,
to the best knowledge of the Master Servicer, threatened against the Master
Servicer which, either individually or in the aggregate, would result in
any material adverse change in the business, operations, financial
condition, properties or assets of the Master Servicer, or in any material
impairment of the right or ability of the Master Servicer to carry on its
business substantially as now conducted or which would draw into question
the validity of this Agreement or the Mortgage Loans or of any action taken
or to be taken in connection with the obligations of the Master Servicer
contemplated herein, or which would materially impair the ability of the
Master Servicer to perform under the terms of this Agreement.
The representations and warranties made pursuant to this Section 2.03 shall
survive delivery of the respective Mortgage Files to the Trustee for the benefit
of the Certificateholders.
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Section 2.04 Representations and Warranties of the Depositor as to the
Mortgage Loans. The Depositor hereby represents and warrants to the Trustee with
respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as of
the date hereof or such other date set forth herein that as of the Closing Date:
(i) Immediately prior to the transfer and assignment contemplated
herein, the Depositor was the sole owner and holder of the Mortgage Loans.
The Mortgage Loans were not assigned or pledged by the Depositor and the
Depositor had good and marketable title thereto, and the Depositor had full
right to transfer and sell the Mortgage Loans to the Trustee free and clear
of any encumbrance, participation interest, lien, equity, pledge, claim or
security interest and had full right and authority subject to no interest
or participation in, or agreement with any other party to sell or otherwise
transfer the Mortgage Loans.
(ii) As of the Closing Date, the Depositor has transferred all right,
title and interest in the Mortgage Loans to the Trustee on behalf of the
Trust.
(iii) As of the Closing Date, the Depositor has not transferred the
Mortgage Loans to the Trustee on behalf of the Trust with any intent to
hinder, delay or defraud any of its creditors.
It is understood and agreed that the representations and warranties set
forth in this Section 2.04 shall survive delivery of the respective Mortgage
Files to the Trustee or the related Custodian and shall inure to the benefit of
the Trustee, notwithstanding any restrictive or qualified endorsement or
assignment.
Upon discovery by any of the Depositor, the Master Servicer, the Securities
Administrator or the Trustee that any of the representations and warranties set
forth in this Section 2.04 is not accurate (referred to herein as a "breach")
and that such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties; provided that any
such breach that causes the Mortgage Loan not to be a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code shall be deemed to
materially and adversely affect the interests of the Certificateholders. Within
90 days of its discovery or its receipt of notice of any such breach, the
Depositor shall cure such breach in all material respects or shall either (i)
repurchase the Mortgage Loan or any property acquired in respect thereof from
the Trustee at a price equal to the Purchase Price or (ii) if within two years
of the Closing Date, substitute for such Mortgage Loan in the manner described
in Section 2.02; provided that if the breach would cause the Mortgage Loan to be
other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code,
any such repurchase or substitution must occur within 90 days from the date the
breach was discovered. The Purchase Price of any repurchase described in this
paragraph and the Substitution Adjustment Amount, if any shall be remitted to
the Master Servicer for deposit to the Master Servicer Custodial Account. It is
understood and agreed that, except with respect to the second preceding
sentence, the obligation of the Depositor to repurchase or substitute for any
Mortgage Loan or Mortgaged Property as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
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to Certificateholders, or to the Trust and the Trustee on behalf of
Certificateholders, and such obligation shall survive until termination of the
Trust hereunder.
Section 2.05 Designation of Interests in the REMICs. The Depositor hereby
designates the Classes of Senior Certificates (other than the Class 2-A-R, Class
1-A-5, Class 4-A-1, Class 5-A-3, Class X-IO and Class X-PO Certificates), the
Components and the Classes of Subordinate Certificates as "regular interests"
and the Class UR Interest as the single class of "residual interest" in the
Upper-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively. The Depositor hereby further designates (i) the Uncertificated
Intermediate Lower-Tier Interests as classes of "regular interests" and the
Class ILR Interest as the single class of "residual interest" in the
Intermediate Lower-Tier REMIC for the purposes of Code Sections 860G(a)(1) and
860G(a)(2) and (ii) the Uncertificated Lower-Tier Interests as classes of
"regular interests" and the Class LR Interest as the single class of "residual
interest" in the Lower-Tier REMIC for the purposes of Code Sections 860G(a)(1)
and 860G(a)(2), respectively.
Section 2.06 Designation of Start-up Day. The Closing Date is hereby
designated as the "start-up day" of each of the Upper-Tier REMIC, the
Intermediate Lower-Tier REMIC and Lower-Tier REMIC within the meaning of Section
860G(a)(9) of the Code.
Section 2.07 REMIC Certificate Maturity Date. Solely for purposes of
satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest
possible maturity date" of the regular interests in the Upper-Tier REMIC, the
Intermediate Lower-Tier REMIC and the Lower-Tier REMIC is March 25, 2036.
Section 2.08 Execution and Delivery of Certificates. The Securities
Administrator (i) acknowledges the issuance of and hereby declares that it holds
the Uncertificated Lower-Tier Interests on behalf of the Intermediate Lower-Tier
REMIC and the Certificateholders and that it holds the Uncertificated
Intermediate Lower-Tier Interests on behalf of the Upper-Tier REMIC and the
Certificateholders and (ii) has executed and delivered to or upon the order of
the Depositor, in exchange for the Mortgage Loans, Uncertificated Lower-Tier
Interests and Uncertificated Intermediate Lower-Tier Interests, together with
all other assets included in the definition of "Trust Estate," receipt of which
is hereby acknowledged, Certificates in authorized denominations which, together
with the Uncertificated Intermediate Lower-Tier Interests and the Uncertificated
Lower-Tier Interests, evidence ownership of the entire Trust Estate.
ARTICLE III
ADMINISTRATION AND MASTER SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicing of the Mortgage Loans. For and on behalf of
the Certificateholders, the Master Servicer shall supervise, monitor and oversee
the obligations of the Servicers to service and administer their respective
Mortgage Loans in accordance with the terms of the applicable Servicing
Agreement 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
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manner consistent with this Agreement, subject to the prior sentence, and with
Customary Servicing Procedures. 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
the 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 the Master Servicer's records, and
based on such reconciled and corrected information, prepare the Master
Servicer's Certificate and any other information and statements required
hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan
monitoring with the actual remittances of the Servicers to the Master Servicer
Custodial Account pursuant to the applicable Servicing Agreements.
Continuously from the date hereof until the termination of the Trust, the
Master Servicer shall enforce the obligations of the Servicers to collect all
payments due under the terms and provisions of the Mortgage Loans when the same
shall become due and payable to the extent such procedures shall be consistent
with the applicable Servicing Agreement.
The relationship of the Master Servicer (and of any successor to the Master
Servicer as master servicer under this Agreement) to the Trustee and the
Securities Administrator under this Agreement is intended by the parties to be
that of an independent contractor and not that of a joint venturer, partner or
agent.
Section 3.02 Monitoring of Servicers. (a) The Master Servicer shall be
responsible for reporting to the Trustee, the Securities Administrator and the
Depositor the 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 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
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, the Securities
Administrator and the Trustee thereof and the Master Servicer shall issue such
notice or take such other action as it deems appropriate.
(b) The Master Servicer, for the benefit of the Trust 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
under the applicable Servicing Agreement or cause the Trustee to enter into a
new Servicing Agreement with a successor Servicer selected by the Master
Servicer (except, in the case of the Xxxxx Fargo Servicing Agreement, the
Trustee shall select the successor 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
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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, in its good faith business
judgment, would require were it the owner of the related Mortgage Loans. The
Master Servicer shall pay the costs of such enforcement at its own expense, and
shall be reimbursed therefor only (i) from a general recovery resulting from
such enforcement to the extent, if any, that such recovery exceeds all amounts
due in respect of the related Mortgage Loans or (ii) from a specific recovery of
costs, expenses or attorneys fees against the party whom such enforcement is
directed, provided that the Master Servicer and 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.
(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, 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 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 (except in
the case of the termination of Xxxxx Fargo Bank as a Servicer) or the Trustee,
as applicable, shall be entitled to reimbursement of such costs and expenses
from the Master Servicer Custodial Account; provided that if such servicing
transfer costs are ultimately reimbursed by the terminated Servicer, then the
Master Servicer or the Trustee, as applicable, shall remit such amounts that are
reimbursed by the terminated Servicer to the Master Servicer Custodial 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.
(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.
(f) Subject to the conditions set forth in this Section 3.02(f), the Master
Servicer is permitted to utilize one or more Subcontractors to perform certain
of its obligations hereunder. The Master Servicer shall promptly upon request
provide to the Depositor a written description (in form and substance
satisfactory to the Depositor) of the role and function of each Subcontractor
utilized by the Master Servicer, specifying (i) the identity of each such
Subcontractor that is a Servicing Function Participant and (ii) which elements
of the Servicing Criteria will be addressed in Assessments of Compliance
provided by each Servicing Function Participant. As a condition to the
utilization by the Master Servicer of any Servicing Function Participant, the
Master Servicer shall cause any such Servicing Function Participant for the
benefit of the Depositor to comply with the provisions of Section 3.21 of this
Agreement to the
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same extent as if such Servicing Function Participant were the Master Servicer.
The Master Servicer shall be responsible for obtaining from each such Servicing
Function Participant and delivering to the applicable Persons any Assessment of
Compliance and related Attestation Report required to be delivered by such
Servicing Function Participant under Section 3.21, in each case as and when
required to be delivered.
Notwithstanding the foregoing, if the Master Servicer engages a
Subcontractor in connection with the performance of any of its duties under this
Agreement, the Master Servicer shall be responsible for determining whether such
Subcontractor is an Additional Servicer.
The Master Servicer shall indemnify the Depositor, the Sponsor, the Trustee
and the Securities Administrator and any of their directors, officers, employees
or agents and hold them harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments, and any other costs, fees and expenses that any of them may
sustain in any way related to a breach of the Master Servicer's obligation set
forth in the preceding paragraph or the failure of the Master Servicer to
perform any of its obligations under this Section 3.02(f), Section 3.20, Section
3.21 or Section 3.22.
Section 3.03 Fidelity Bond; Errors and Omissions Insurance. The Master
Servicer shall maintain, at its own expense, a blanket fidelity bond and an
errors and omissions insurance policy, with broad coverage on all officers,
employees or other persons involved in the performance of its obligations as
Master Servicer hereunder. These policies must insure the Master Servicer
against losses resulting from dishonest or fraudulent acts committed by the
Master Servicer's personnel, any employees of outside firms that provide data
processing services for the Master Servicer, and temporary contract employees or
student interns. No provision of this Section 3.03 requiring such fidelity bond
and errors and omissions insurance shall diminish or relieve the Master Servicer
from its duties and obligations as set forth in this Agreement. The minimum
coverage under any such bond and insurance policy shall be at least equal to the
corresponding amounts required by Xxxxxx Xxx in the Xxxxxx Mae Servicing Guide
or by Xxxxxxx Mac in the Xxxxxxx Mac Sponsors' & Servicers' Guide, as amended or
restated from time to time, or in an amount as may be permitted to the Master
Servicer by express waiver of Xxxxxx Xxx or Xxxxxxx Mac. In the event that any
such policy or bond ceases to be in effect, the Master Servicer shall obtain a
comparable replacement policy or bond from an insurer or issuer, meeting the
requirements set forth above as of the date of such replacement.
Section 3.04 Access to Certain Documentation. The Master Servicer shall
provide, and the Master Servicer shall cause each Servicer to provide in
accordance with the related Servicing Agreement, to the OCC, the OTS, the FDIC
and to comparable regulatory authorities supervising Holders of Certificates and
the examiners and supervisory agents of the OCC, the OTS, the FDIC and such
other authorities, access to the documentation required by applicable
regulations of the OCC, the OTS, the FDIC and such other authorities with
respect to the Mortgage Loans. Such access shall be afforded without charge, but
only upon reasonable and prior written request and during normal business hours
at the offices designated by the Master Servicer and the related Servicer. In
fulfilling such request for access, the Master Servicer shall not be responsible
to determine the sufficiency of any information provided by such Servicer.
Nothing in this Section 3.04 shall limit the obligation of the Master Servicer
and the related Servicer to observe any applicable law and the failure of the
Master Servicer or the related Servicer to provide access as
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provided in this Section 3.04 as a result of such obligation shall not
constitute a breach of this Section 3.04.
Section 3.05 Maintenance of Primary Mortgage Insurance Policy; Claims. (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 permit
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 Trust, 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
Sections 3.08 and 3.09, any amounts collected by the Master Servicer or any
Servicer under any Primary Mortgage Insurance Policies shall be deposited in the
Master Servicer Custodial Account, subject to withdrawal pursuant to Section
3.11.
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Section 3.06 Rights of the Depositor, the Securities Administrator and the
Trustee in Respect of the Master Servicer. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer hereunder and may,
but is not obligated to, perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer hereunder and in connection with any such
defaulted obligation to exercise the related rights of the Master Servicer
hereunder; provided that the Master Servicer shall not be relieved of any of its
obligations hereunder by virtue of such performance by the Depositor or its
designee. None of the Securities Administrator, the Trustee or the Depositor
shall have any responsibility or liability for any action or failure to act by
the Master Servicer and the Securities Administrator, the Trustee or the
Depositor shall not be obligated to supervise the performance of the Master
Servicer hereunder or otherwise.
Section 3.07 Trustee to Act as Master Servicer. (a) In the event the Master
Servicer or any successor master servicer shall for any reason no longer be the
Master Servicer hereunder (including by reason of an Event of Default), the
Trustee as trustee hereunder shall within 90 days of such time, assume, if it so
elects, or shall appoint a successor Master Servicer to assume, all of the
rights and obligations of the Master Servicer hereunder arising thereafter. Any
such assumption shall be subject to Sections 7.02 and 8.05.
(b) The predecessor Master Servicer at its expense shall, upon request of
the Trustee, deliver to the assuming party all master servicing documents and
records and an accounting of amounts collected or held by the Master Servicer,
and shall transfer control of the Master Servicer Custodial Account and any
investment accounts to the successor Master Servicer, and otherwise use its best
efforts to effect the orderly and efficient transfer of its rights and duties as
Master Servicer hereunder to the assuming party. The Trustee shall be entitled
to be reimbursed from the predecessor Master Servicer (or the Trust if the
predecessor Master Servicer is unable to fulfill such obligations) for all
Master Servicing Transfer Costs.
Section 3.08 Servicer Custodial Accounts and Escrow Accounts. (a) The
Master Servicer shall enforce the obligation of each Servicer to establish and
maintain a Servicer Custodial Account in accordance with the applicable
Servicing Agreement, with records to be kept with respect thereto on a loan by
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 all collections
with respect to any REO Property received by a Servicer, including Principal
Prepayments, Insurance Proceeds, Liquidation Proceeds, Recoveries 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 Servicer Custodial Account. The Master Servicer
is hereby authorized to make withdrawals from and deposits to the related
Servicer Custodial Account for purposes required or permitted by this Agreement.
(b) The Master Servicer shall also enforce the obligation of each Servicer
to establish and maintain a Buy-Down 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 any Buy-Down Funds shall be
deposited within 48 hours (or as of such other time specified in the related
Servicing Agreement) of receipt thereof. The Master Servicer is hereby
authorized to make withdrawals from and deposits to the related Buy-Down Account
for
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purposes required or permitted by this Agreement. In addition, the Master
Servicer shall enforce the obligation of each Servicer to withdraw from the
Buy-Down Account and deposit in immediately available funds in the Servicer
Custodial Account an amount which, when added to such Mortgagor's payment, will
equal the full monthly payment due under the related Mortgage Note.
(c) To the extent required by the related Servicing Agreement and by the
related Mortgage Note and not violative of current law, the Master Servicer
shall enforce the obligation of each Servicer to establish and maintain one or
more escrow accounts (for each Servicer, collectively, the "Escrow Account") and
deposit and retain therein all collections from the Mortgagors (or Advances by
such Servicer) for the payment of taxes, assessments, hazard insurance premiums
or comparable items for the account of the Mortgagors. Nothing herein shall
require the Master Servicer to compel a Servicer to establish an Escrow Account
in violation of applicable law.
Section 3.09 Collection of Mortgage Loan Payments; Master Servicer
Custodial Account and Certificate Account. (a) Continuously from the date hereof
until the principal and interest on all Mortgage Loans are paid in full, the
Master Servicer shall enforce the obligations of the Servicers to collect all
payments due under the terms and provisions of the Mortgage Loans when the same
shall become due and payable to the extent such procedures shall be consistent
with the applicable Servicing Agreement.
(b) The Securities Administrator shall establish and maintain the
Certificate Account, which shall be deemed to consist of four sub-accounts and
into which the Master Servicer will deposit on or prior to 11:00 a.m. New York
time, on each Distribution Date (or, if the Securities Administrator is no
longer the same Person as, or an Affiliate of, the Master Servicer, the Business
Day preceding each Distribution Date) all amounts on deposit in the Master
Servicer Custodial Account for distribution to Certificateholders.
(c) The Master Servicer shall establish and maintain the Master Servicer
Custodial Account, which shall be an Eligible Account and which may be deemed to
be a sub-account of the Certificate Account for so long as the Master Servicer
and the Securities Administrator are the same Person. The Master Servicer shall,
promptly upon receipt, deposit in the Master Servicer Custodial Account and
retain therein any amounts which are required to be deposited in the Master
Servicer Custodial Account by the Master Servicer.
(d) On a daily basis within one (1) Business Day of receipt (except as
otherwise specifically provided herein), the Master Servicer shall deposit or
cause to be deposited the following payments and collections remitted to the
Master Servicer by each Servicer from its respective Servicer Custodial Account
pursuant to the related Servicing Agreement or otherwise or received by the
Master Servicer in respect of the Mortgage Loans subsequent to the Cut-off Date
(other than in respect of principal and interest due on the Mortgage Loans on or
before the Cut-off Date) and the following amounts required to be deposited
hereunder:
(i) all payments on account of principal of the Mortgage Loans,
including Principal Prepayments;
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(ii) all payments on account of interest on the Mortgage Loans, net of
the related Servicing Fee;
(iii) (A) all Insurance Proceeds and Liquidation Proceeds, other than
Insurance Proceeds to be (1) applied to the restoration or repair of the
Mortgaged Property, (2) released to the Mortgagor in accordance with
Customary Servicing Procedures or (3) required to be deposited to an Escrow
Account pursuant to Section 3.08 and (B) any Insurance Proceeds released
from an Escrow Account;
(iv) any amount required to be deposited by the Master Servicer
pursuant to Section 3.09(e) in connection with any losses on Permitted
Investments with respect to the Master Servicer Custodial Account;
(v) any amounts relating to REO Property required to be remitted by
the applicable Servicer;
(vi) Periodic Advances made by the applicable Servicer pursuant to the
related Servicing Agreement (or, if applicable, by the Master Servicer or
the Trustee pursuant to Section 3.19 or the Trustee pursuant to Section
8.01) and any Compensating Interest paid by the applicable Servicer
pursuant to the related Servicing Agreement;
(vii) all Purchase Prices, all Substitution Adjustment Amounts and all
Reimbursement Amounts to the extent received by the Servicer;
(viii) any Recoveries;
(ix) any Buy-Down Funds required to be deposited pursuant to Section
3.08; and
(x) any other amounts required to be deposited hereunder.
If the Master Servicer shall deposit any amount not required to be
deposited, it may at any time withdraw such amount from the Master Servicer
Custodial Account, any provision herein to the contrary notwithstanding. All
funds required to be deposited in the Master Servicer Custodial Account shall be
held by the Master Servicer in trust for the Certificateholders until disbursed
in accordance with this Agreement or withdrawn in accordance with Section 3.11.
(e) Each institution at which the Master Servicer Custodial Account is
maintained shall invest the funds therein as directed in writing by the Master
Servicer in Permitted Investments, which shall mature not later than the
Business Day next preceding the Distribution Date (except that if such Permitted
Investment is an obligation of the institution that maintains such account, then
such Permitted Investment shall mature not later than such Distribution Date)
and, in each case, shall not be sold or disposed of prior to its maturity. All
such Permitted Investments shall be made in the name of the Trustee, for the
benefit of the Certificateholders. All Master Servicer Custodial Account
Reinvestment Income shall be for the benefit of the Master Servicer as part of
its master servicing compensation and shall be remitted to the Master Servicer
monthly as provided herein. The amount of any losses realized in the Master
Servicer Custodial Account incurred in any such account in respect of any such
investments shall
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promptly be deposited by the Master Servicer from its own funds in the Master
Servicer Custodial Account.
(f) Each institution at which the Certificate Account is maintained shall
invest the funds therein if directed in writing by the Securities Administrator
in Permitted Investments that are obligations of the institution that maintains
the Certificate Account, which shall mature on the Distribution Date and shall
not be sold or disposed of prior to its maturity. All such Permitted Investments
shall be made in the name of the Trustee, for the benefit of the
Certificateholders. All income and gains net of any losses realized since the
preceding Distribution Date from Permitted Investments of funds in the
Certificate Account shall be for the benefit of the Securities Administrator as
its compensation and the amount of any losses realized in the Certificate
Account in respect of any such Permitted Investments shall promptly be deposited
by the Securities Administrator from its own funds in the Certificate Account.
(g) The Master Servicer shall give notice to the Depositor, the Trustee,
the Securities Administrator and the Rating Agencies of any proposed change of
location of the Master Servicer Custodial Account not later than 30 days after
and not more that 45 days prior to any change thereof. The Securities
Administrator shall give notice to the Depositor, the Trustee, the Master
Servicer and the Rating Agencies of any proposed change of the location of the
Certificate Account maintained by the Securities Administrator not later than 30
days after and not more than 45 days prior to any change thereof. The creation
of the Master Servicer Custodial Account and the Certificate Account shall be
evidenced by a certification substantially in the form attached hereto as
Exhibit F.
(h) The Securities Administrator shall designate each of the Intermediate
Lower-Tier Certificate Sub-Account and the Upper-Tier Certificate Sub-Account as
a sub-account of the Certificate Account. On each Distribution Date (other than
the Final Distribution Date, if such Final Distribution Date is in connection
with a purchase of the assets of the Trust Estate by the Depositor), the
Securities Administrator shall, from funds available on deposit in the
Certificate Account, be deemed to deposit into the Intermediate Lower-Tier
Certificate Sub-Account, the Lower-Tier Distribution Amount. The Securities
Administrator shall then immediately, from funds available in the Intermediate
Lower-Tier Certificate Sub-Account, be deemed to deposit into the Upper-Tier
Certificate Sub-Account, the Intermediate Lower-Tier Distribution Amount.
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Section 3.10 Access to Certain Documentation and Information Regarding the
Mortgage Loans. The Master Servicer shall afford and shall enforce the
obligation of the Servicers to afford the Securities Administrator and the
Trustee reasonable access to all records and documentation regarding the
Mortgage Loans and all accounts, insurance information and other matters
relating to this Agreement, such access being afforded without charge, but only
upon reasonable request and during normal business hours at the office
designated by the Master Servicer or the applicable Servicer.
Section 3.11 Permitted Withdrawals from the Certificate Account and the
Master Servicer Custodial Account. (a)The Securities Administrator shall
withdraw funds from the Certificate Account for distributions to
Certificateholders in the manner specified in this Agreement. In addition, the
Master Servicer may from time to time make withdrawals from the Master Servicer
Custodial Account for the following purposes:
(i) to pay to the Servicers (to the extent not previously retained by
them), the Servicing Fee to which they are entitled pursuant to the
Servicing Agreements and to pay itself any Master Servicer Custodial
Account Reinvestment Income;
(ii) to pay to the Securities Administrator and the Trustee any
amounts due to the Securities Administrator and the Trustee under this
Agreement (including, but not limited to, all amounts provided for under
Section 3.02, Section 3.07, Section 8.05 and Section 9.11, other than the
amounts provided for in the first sentence of Section 9.11);
(iii) to reimburse the Servicers (or, if applicable, itself or the
Trustee) for unreimbursed Advances made pursuant to the related Servicing
Agreement (or in the case of itself or the Trustee, pursuant to Section
3.19 or Section 8.01, as applicable), such right of reimbursement pursuant
to this clause (iii) being limited first to amounts received on the
Mortgage Loans serviced by such Servicer in the related Loan Group in
respect of which any such Advance was made and then limited to amounts
received on all the Mortgage Loans serviced by such Servicer (or, if
applicable, the Master Servicer or the Trustee) in respect of which any
such Advance was made;
(iv) to reimburse the Servicers (or, if applicable, itself or the
Trustee) for any Nonrecoverable Advance previously made, such right of
reimbursement pursuant to this clause (iv) being limited first to amounts
received on the Mortgage Loans in the same Loan Group as the Mortgage
Loan(s) in respect of which such Nonrecoverable Advance was made and then
limited to amounts received on all the Mortgage Loans serviced by such
Servicer (of, if applicable, the Master Servicer or the Trustee);
(v) to reimburse the Servicers for Insured Expenses from the related
Insurance Proceeds;
(vi) to pay to the purchaser, with respect to each Mortgage Loan or
REO Property that has been purchased pursuant to Section 2.02 or 2.04, all
amounts received thereon after the date of such purchase;
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(vii) to reimburse itself or the Depositor for expenses incurred by
either of them and reimbursable pursuant to this Agreement, including but
not limited to, Section 3.02 and Section 7.03;
(viii) to withdraw any amount deposited in the Master Servicer
Custodial Account and not required to be deposited therein; and
(ix) to clear and terminate the Master Servicer Custodial Account upon
termination of this Agreement pursuant to Section 10.01.
If the Master Servicer shall remit to the Securities Administrator any amount
not required to be remitted, it may at any time direct the Securities
Administrator to withdraw such amount from the Certificate Account, any
provision herein to the contrary notwithstanding. Such direction may be
accomplished by delivering an Officer's Certificate to the Securities
Administrator which describes the amounts remitted in error to the Securities
Administrator for deposit to the Certificate Account.
(b) On each Distribution Date, funds on deposit in the Certificate Account
and deemed to be on deposit in the Upper-Tier Certificate Sub-Account shall be
used to make payments on the Regular Certificates and the Class 2-A-R
Certificate (in respect of the Class UR Interest) as provided in Sections 5.01
and 5.02. The Certificate Account shall be cleared and terminated upon
termination of this Agreement pursuant to Section 10.01.
Section 3.12 Maintenance of Hazard Insurance and Other Insurance. (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 fire, flood and hazard insurance with extended coverage customary in
the area where the Mortgaged Property is located in accordance with the related
Servicing Agreements. It is understood and agreed that such insurance provided
for in this Section 3.12 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 Sections 3.08 and 3.09, any amounts collected by the Master
Servicer, or by any 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 Master Servicer Custodial
Account, subject to withdrawal pursuant to Sections 3.09 and 3.11. 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 Sections 3.08 and 3.09.
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Section 3.13 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 Trust 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 Master Servicer Custodial 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 3.14 Enforcement of Due-On-Sale Clauses; Assumption Agreements. To
the extent provided in the applicable Servicing Agreement and 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 3.15 Realization Upon Defaulted Mortgage Loans; REO Property. (a)
The Master Servicer shall cause each Servicer (to the extent required under the
related Servicing Agreement) to foreclose upon or otherwise comparably convert
the ownership of Mortgaged Properties securing such of the Mortgage Loans as
come into and continue in default and as to which no satisfactory arrangements
can be made for collection of delinquent payments, all in accordance with the
applicable Servicing Agreement.
(b) With respect to any REO Property, the deed or certificate of sale shall
be taken in the name of the Trust for the benefit of the Certificateholders, or
its nominee, on behalf of the Certificateholders. The Master Servicer shall
enforce the obligation of the Servicers, to the extent provided in the
applicable Servicing Agreement, to (i) cause the name of the Trust to be placed
on the title to such REO Property and (ii) ensure that the title to such REO
Property references this Agreement. 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, subject
to the REMIC Provisions. In the event that the Trust Estate acquires any
Mortgaged Property as aforesaid or otherwise in connection with a default or
imminent default on a Mortgage Loan, the Master Servicer shall enforce the
obligation of the related Servicer to dispose of such Mortgaged Property within
the time period specified in the applicable Servicing Agreement, but in any
event within three years after the acquisition by the Servicer for the Trust
(such period, the "REO Disposition Period") unless (i) the Servicer provides to
the Trustee, the Master Servicer and the Securities Administrator an Opinion of
Counsel to the effect that the holding by the Trust of such Mortgaged Property
subsequent to three years after its acquisition will not result in the
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imposition of taxes on "prohibited transactions" of the Trust as defined in
Section 860F of the Code or under the law of any state in which real property
securing a Mortgage Loan owned by the Trust is located or cause any REMIC
created hereunder to fail to qualify as a REMIC for federal income tax purposes
or for state tax purposes under the laws of any state in which real property
securing a Mortgage Loan owned by the Trust is located at any time that any
Certificates are outstanding or (ii) the Servicer shall have applied for and
received an extension of such period from the Internal Revenue Service, in which
case the Trust Estate may continue to hold such Mortgaged Property for the
period of such extension.
(c) 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 Servicer Custodial Account.
(d) The applicable Servicer, upon the final disposition of any REO
Property, shall be entitled to reimbursement for any related unreimbursed
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 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.
(e) The Liquidation Proceeds from the final disposition of the REO
Property, net of any payment to the applicable Servicer as provided above shall
be deposited in the related Servicer Custodial 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 Master Servicer Custodial Account.
Notwithstanding any other provision of this Agreement, the Master Servicer
shall not permit any Mortgaged Property acquired by the Trust to be rented (or
allowed to continue to be rented) or otherwise used for the production of income
by or on behalf of the Trust in such a manner or pursuant to any terms that
would (i) cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code, (ii) result in
the receipt by any REMIC created hereunder of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code or any "net
income from foreclosure property" which is subject to taxation under the REMIC
Provisions or (iii) subject any REMIC created hereunder to the imposition of any
federal, state or local income taxes on the income earned from such Mortgaged
Property under Section 860G(c) of the Code or otherwise, unless the Master
Servicer or related Servicer, as applicable, has agreed to indemnify and hold
harmless the Trust with respect to the imposition of any such taxes.
Notwithstanding any other provision of this Agreement, the Master Servicer
and the Securities Administrator, as applicable, shall comply with all federal
withholding requirements with respect to payments to Certificateholders of
interest or original issue discount that the Master Servicer or the Securities
Administrator reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for any such withholding. Without
limiting the foregoing, the Master Servicer agrees that it will not withhold
with respect to payments of interest or original issue discount in the case of a
Certificateholder that has
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furnished or caused to be furnished an effective Form W-8 or an acceptable
substitute form or a successor form and who is not a "10 percent shareholder"
within the meaning of Code Section 871(h)(3)(B) or a "controlled foreign
corporation" described in Code Section 881(c)(3)(C) with respect to the Trust or
the Depositor. 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 indicate the amount withheld to such Certificateholder.
Section 3.16 Trustee to Cooperate; Release of Mortgage Files. Upon the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer or
the related Servicer of a notification that payment in full will be escrowed in
a manner customary for such purposes, the Master Servicer or the related
Servicer will immediately notify the Trustee (or, at the direction of the
Trustee, a Custodian) by delivering, or causing to be delivered, two copies (one
of which will be returned to the related Servicer with the Mortgage File) of a
Request for Release (which may be delivered in an electronic format acceptable
to the Trustee and the Master Servicer or the related Servicer). Upon receipt of
such request, the Trustee or a Custodian, as applicable, shall within seven (7)
Business Days release the related Mortgage File to the Master Servicer or the
related Servicer. The Trustee shall at the Master Servicer's or the related
Servicer's direction execute and deliver to the Master Servicer or the related
Servicer the request for reconveyance, deed of reconveyance or release or
satisfaction of mortgage or such instrument releasing the lien of the Mortgage
relating to the Mortgage Loan, in each case provided by the Master Servicer or
the related Servicer, together with the Mortgage Note with written evidence of
cancellation thereon. If the Mortgage has been recorded in the name of MERS or
its designee, the Master Servicer shall enforce the applicable Servicer's
obligation under the related Servicing Agreement take all necessary action to
reflect the release of the Mortgage on the records of MERS. Expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the related Mortgagor of the Mortgage Loan.
From time to time and as shall be appropriate for the servicing or
foreclosure of any Mortgage Loan, including for such purpose collection under
any Primary Mortgage Insurance Policy, any policy of flood insurance, any
fidelity bond or errors or omissions policy, or for the purposes of effecting a
partial release of any Mortgaged Property from the lien of the Mortgage or the
making of any corrections to the Mortgage Note or the Mortgage or any of the
other documents included in the Mortgage File, the Trustee or a Custodian, as
applicable, shall, upon delivery to the Trustee (or, at the direction of the
Trustee, a Custodian) of a Request for Release signed by a Master Servicing
Officer or a Servicing Officer, release the Mortgage File within seven (7)
Business Days to the Master Servicer or the related Servicer. Subject to the
further limitations set forth below, the Master Servicer or the applicable
Servicer shall cause the Mortgage Files so released to be returned to the
Trustee or a Custodian, as applicable, when the need therefor no longer exists,
unless the Mortgage Loan is liquidated and the proceeds thereof are deposited in
the related Servicer Custodial Account, in which case such Servicer shall
deliver to the Trustee or a Custodian, as applicable, a Request for Release,
signed by a Servicing Officer.
If the Master Servicer or any related Servicer at any time seeks to
initiate a foreclosure proceeding in respect of any Mortgaged Property as
authorized by this Agreement or the Servicing Agreement, the Master Servicer or
any related Servicer shall deliver or cause to be delivered to the Trustee, for
signature, as appropriate, any court pleadings, requests for trustee's
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sale or other documents necessary to effectuate such foreclosure or any legal
action brought to obtain judgment against the Mortgagor on the Mortgage Note or
the Mortgage or to obtain a deficiency judgment or to enforce any other remedies
or rights provided by the Mortgage Note or the Mortgage or otherwise available
at law or in equity.
Section 3.17 Documents, Records and Funds in Possession of the Master
Servicer to be Held for the Trustee. Notwithstanding any other provisions of
this Agreement, the Master Servicer shall cause each Servicer to transmit to the
Trustee (or a Custodian on behalf of the Trustee) as required by this Agreement
and the Servicing Agreements all documents and instruments in respect of a
Mortgage Loan coming into the possession of the Servicer from time to time and
shall account fully to the Trustee for any funds received by the Master Servicer
or the related Servicer or which otherwise are collected by the Master Servicer
or the related Servicer as Liquidation Proceeds, Recoveries or Insurance
Proceeds in respect of any Mortgage Loan. All Mortgage Files and funds collected
or held by, or under the control of, the Master Servicer or the related Servicer
in respect of any Mortgage Loans, whether from the collection of principal and
interest payments or from Liquidation Proceeds, including but not limited to,
any funds on deposit in the Master Servicer Custodial Account or any Servicer
Custodial Account, shall be held by the Master Servicer or the related Servicer
for and on behalf of the Trustee and shall be and remain the sole and exclusive
property of the Trustee on behalf of the Trust, subject to the applicable
provisions of this Agreement and the related Servicing Agreement. The Master
Servicer also agrees that it shall not, and shall enforce any requirement under
the related Servicing Agreement that the related Servicer shall not, knowingly
create, incur or subject any Mortgage File or any funds that are deposited in
any Master Servicer Custodial Account, any Servicer Custodial Account, the
Certificate Account or any Escrow Account, or any funds that otherwise are or
may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance created by the Master Servicer or Servicer,
or assert by legal action or otherwise any claim or right of setoff against any
Mortgage File or any funds collected on, or in connection with, a Mortgage Loan,
except, however, that the Master Servicer shall be entitled to set off against
and deduct from any such funds any amounts that are properly due and payable to
the Master Servicer under this Agreement.
Section 3.18 Master Servicer Compensation. As compensation for its services
hereunder, the Master Servicer shall be entitled to a fee in an amount agreed
upon between the Master Servicer and the Securities Administrator, payable by
the Securities Administrator out of its own funds and not out of any funds of
the Trust Estate. The Master Servicer shall also be entitled to additional
compensation in the form of the Master Servicer Custodial Account Reinvestment
Income. The Master Servicer shall be required to pay all expenses incurred by it
in connection with its master servicing activities hereunder and shall not be
entitled to reimbursement therefor except as specifically provided in this
Agreement.
Section 3.19 Advances. The Master Servicer shall enforce the obligations of
each Servicer to make a Periodic Advance in accordance with the applicable
Servicing Agreement. A Servicer shall be entitled to be reimbursed from the
applicable Servicer Custodial Account for all Advances of its own funds made
pursuant to the related Servicing Agreement. Based upon information set forth in
the servicer reports, the Master Servicer shall inform the Securities
Administrator of the amount of the Periodic Advance to be made by a Servicer on
each
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applicable Advance Date no later than the related Remittance Date. If a Servicer
fails to make any required Periodic Advance pursuant to the related Servicing
Agreement, the Master Servicer shall (i) unless the Master Servicer determines
that such Periodic Advance would not be recoverable in its good faith business
judgment, make such Periodic Advance not later than the Business Day preceding
the related Distribution Date and (ii) to the extent such failure leads to the
termination of the Servicer and until such time as a successor Servicer is
appointed, continue to make Periodic Advances required pursuant to the related
Servicing Agreement for any Distribution Date, within the same time frame set
forth in (i) above, unless the Master Servicer determines (to the extent
provided in the related Servicing Agreement) that such Periodic Advance would
not be recoverable. If the Master Servicer is unable to make a Periodic Advance
required to be made by it in accordance with this Section 3.19, the Master
Servicer shall immediately, and in no event later than 5:00 P.M. New York time
on the last Business Day preceding the related Distribution Date, give written
notice thereof to the Trustee, the Securities Administrator and the Depositor.
Section 3.20 Annual Statement as to Compliance. (a)Each of the Master
Servicer and the Securities Administrator shall deliver, and shall cause any
Additional Servicer engaged by it to deliver, or otherwise make available to the
Depositor and the Securities Administrator (and the Securities Administrator
will forward to the Trustee and each Rating Agency), no later than March 15th of
each calendar year beginning in 2007, an Officer's Certificate (each, together
with such similar certificate delivered by each Servicer as described in Section
3.20(b), a "Compliance Statement"), signed by an officer of such party, stating,
as to the signer thereof, that (a) a review of the activities of such party
during the preceding calendar year or portion thereof and of performance of such
party under this Agreement has been made under such officers' supervision and
(b) 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 thereof. Such Compliance Statements shall
contain no restrictions or limitations on its use. The obligations of the Master
Servicer and the Securities Administrator under this Section apply to each
entity that acted as Master Servicer or Securities Administrator, as applicable,
during the applicable period, whether or not such entity is acting as Master
Servicer or Securities Administrator at the time such Compliance Statement is
required to be delivered.
(b) In the event the Master Servicer or the Securities Administrator is
terminated or resigns pursuant to the terms of this Agreement, such party shall
provide, and shall use its reasonable efforts to cause any Additional Servicer
that resigns or is terminated under any applicable servicing agreement to
provide, a Compliance Statement pursuant to this Section 3.20 with respect to
the period of time that the Master Servicer or the Securities Administrator was
subject to this Agreement or the period of time that the Additional Servicer was
subject to such other servicing agreement. The Master Servicer shall enforce any
obligation of each Servicer, to the extent set forth in the related Servicing
Agreement, to deliver to the Master Servicer a Compliance Statement within the
time frame set forth in, and in such form and substance as may be required
pursuant to, the related Servicing Agreement. The Master Servicer shall include
such Compliance Statements of the Servicers with its own Compliance Statement to
be submitted pursuant to this Section 3.20.
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Section 3.21 Assessments of Compliance and Attestation Reports. (a)Each of
the Master Servicer, the Securities Administrator and the Custodian, each at its
own expense, shall deliver, and shall cause each Servicing Function Participant
engaged by it to deliver, or otherwise make available to the Depositor and the
Securities Administrator on or before March 15th of each calendar year beginning
in 2007, a report regarding such party's assessment of compliance with the
Relevant Servicing Criteria (each, together with such similar report delivered
by each Servicer as described in Section 3.21(c), an "Assessment of
Compliance"), reasonably satisfactory to the Depositor and the Securities
Administrator, that contains (i) a statement by such party of its responsibility
for assessing compliance with the Relevant Servicing Criteria, (ii) a statement
that such party used the Relevant Servicing Criteria to assess compliance with
the Relevant Servicing Criteria, (iii) such party's assessment of compliance
with the Relevant Servicing Criteria as of and for the fiscal year covered by
the Form 10-K required to be filed pursuant to Section 3.22(c), including, if
there has been any material instance of noncompliance with the Relevant
Servicing Criteria, a discussion of each such failure and the nature and status
thereof and (iv) a statement that a registered public accounting firm has issued
an attestation report on such party's assessment of compliance with the Relevant
Servicing Criteria as of and for such period.
No later than February 1 of each fiscal year for the Trust for which a 10-K
is required to be filed, the Master Servicer, the Securities Administrator and
the Custodian shall each forward to the Securities Administrator the name of
each Servicing Function Participant engaged by it and what Relevant Servicing
Criteria will be addressed in the report on assessment of compliance prepared by
such Servicing Function Participant. When the Master Servicer, the Securities
Administrator and the Custodian (or any Servicing Function Participant engaged
by them) submit their assessments to the Securities Administrator, such parties
will also at such time include the assessment (and attestation pursuant to
Section 3.21(b)) of each Servicing Function Participant engaged by it.
Promptly after receipt of such Assessments of Compliance, the Securities
Administrator shall confirm that the Assessments of Compliance, taken
individually address the Relevant Servicing Criteria for each party as set forth
on Exhibit Q and on any similar exhibit set forth in each Servicing Agreement in
respect of each Servicer and notify the Depositor of any exceptions. None of
such parties shall be required to deliver any such Assessments of Compliance
until April 15 in any given year so long as it has received written confirmation
from the Depositor that a Form 10-K is not required to be filed in respect of
the Trust for the preceding calendar year. The Custodian and any Servicing
Function Participant engaged by it shall not be required to deliver or cause the
delivery of such Assessments of Compliance in any given year so long as it has
received written confirmation from the Depositor that a Form 10-K is not
required to be filed in respect of the Trust for the preceding fiscal year.
(b) Each of the Master Servicer, the Securities Administrator and the
Custodian, each at its own expense, shall cause, and shall cause each Servicing
Function Participant engaged by it to cause, on or before March 15th of each
calendar year beginning in 2007, a registered public accounting firm (which may
also render other services to the Master Servicer, the Securities Administrator,
the Custodian or such other Servicing Function Participants, as the case may be)
and that is a member of the American Institute of Certified Public Accountants
to furnish a report (each, together with such similar report delivered by each
Servicer as described in Section
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3.21(c), an "Attestation Report") to the Securities Administrator and the
Depositor, to the effect that (i) it has obtained a representation regarding
certain matters from the management of such party, which includes an assertion
that such party has complied with the Relevant Servicing Criteria, and (ii) on
the basis of an examination conducted by such firm in accordance with standards
for attestation engagements issued or adopted by the Public Company Accounting
Oversight Board, it is expressing an opinion as to whether such party's
compliance with the Relevant Servicing Criteria was fairly stated in all
material respects, or it cannot express an overall opinion regarding such
party's assessment of compliance with the Relevant Servicing Criteria. In the
event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such Attestation Report why it was unable to
express such an opinion. Each such related Attestation Report shall be made in
accordance with Rules 1-02(a)(3) and 2-02(g) of the Commission's Regulation S-X.
Such Attestation Reports must be available for general use and not contain
restricted use language.
Promptly after receipt of such Attestation Reports, the Securities
Administrator shall confirm that each Assessment of Compliance is coupled with a
related Attestation Report and shall notify the Depositor of any exceptions.
None of the Master Servicer, the Securities Administrator or any Servicing
Function Participant engaged by such parties shall be required to deliver or
cause the delivery of such Attestation Reports until April 15 in any given year
so long as it has received written confirmation from the Depositor that a Form
10-K is not required to be filed in respect of the Trust for the preceding
fiscal year. The Custodian and any Servicing Function Participant engaged by it
shall not be required to deliver or cause the delivery of such Attestation
Report in any given year so long as it has received written confirmation from
the Depositor that a Form 10-K is not required to be filed in respect of the
Trust for the preceding fiscal year.
(c) The Master Servicer shall enforce any obligation of each Servicer, to
the extent set forth in the related Servicing Agreement, to deliver to the
Master Servicer an Assessment of Compliance and related Attestation Report
within the time frame set forth in, and in such form and substance as may be
required pursuant to, the related Servicing Agreement. The Master Servicer shall
include such Assessments of Compliance and Attestation Reports of the Servicers
with its own Assessment of Compliance and related Attestation Report to be
submitted pursuant to this Section 3.21.
(d) In the event the Master Servicer or the Securities Administrator is
terminated or resigns pursuant to the terms of this Agreement, such party shall
provide, and each such party shall cause any Servicing Function Participant
engaged by it to provide, an Assessment of Compliance pursuant to this Section
3.21, coupled with an Attestation Report as required in this Section 3.21 with
respect to the period of time that the Master Servicer or the Securities
Administrator was subject to this Agreement.
Section 3.22 Reports to the Commission. (a) The Securities Administrator
and the Master Servicer shall reasonably cooperate with the Depositor in
connection with the Trust's satisfying its reporting requirements under the
Exchange Act. Without limiting the generality of the foregoing, the Securities
Administrator shall prepare and file on behalf of the Trust any Form 8-K, Form
10-D and Form 10-K required by the Exchange Act and the rules and regulations of
the Commission thereunder, and the Master Servicer shall sign such Forms on
behalf of the
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Trust. Notwithstanding the previous sentence, the Depositor shall file the Form
8-K in connection with the filing of this Agreement.
(b) Within 15 days after each Distribution Date (subject to permitted
extensions under the Exchange Act), the Securities Administrator shall prepare
and file on behalf of the Trust any Form 10-D required by the Exchange Act, in
form and substance as required by the Exchange Act. The Securities Administrator
shall file each Form 10-D with a copy of the Monthly Statement for such
Distribution Date attached thereto. Any disclosure in addition to the Monthly
Statement for such Distribution Date that is required to be included on Form
10-D ("Additional Form 10-D Disclosure") shall pursuant to the paragraph
immediately below, be reported by the parties set forth on Exhibit R hereto and
directed and approved 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, direction and approval.
As set forth on Exhibit R hereto, for so long as the Trust is subject to
the reporting requirements of the Exchange Act, within 5 calendar days after the
related Distribution Date, (i) certain parties to this Agreement shall be
required to provide to the Securities Administrator (at
xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx with a copy by facsimile to 410-715-2380)
and the Depositor, to the extent known by such applicable parties, in
XXXXX-compatible form, or in such other form as otherwise agreed upon by the
Securities Administrator and such party, any Additional Form 10-D Disclosure, if
applicable, (ii) the parties listed on Exhibit R hereto shall include with such
Additional Form 10-D Disclosure, an Additional Disclosure Notification in the
form attached hereto as Exhibit V and (iii) the Depositor shall approve, as to
form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-D Disclosure on Form 10-D. The Securities Administrator shall
compile all such information provided to it in a Form 10-D prepared by it. The
Securities Administrator has no duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit R of their duties under this
paragraph or proactively solicit or procure from such parties any Additional
Form 10-D Disclosure information. The Depositor will be responsible for any
reasonable fees and expenses assessed or incurred by the Securities
Administrator in connection with including any Additional Form 10-D Disclosure
on Form 10-D pursuant to this paragraph.
After preparing the Form 10-D, the Securities Administrator shall forward
electronically a draft copy of the Form 10-D to the Master Servicer for review
and, only if Additional Form 10-D Disclosure is contained therein, the
Securities Administrator shall forward such Form 10-D to the Depositor for
review. No later than 2 Business Days prior to the 15th calendar day after the
related Distribution Date, a duly authorized officer of the Master Servicer in
charge of the master servicing function shall sign the Form 10-D and return an
electronic or fax copy of such signed Form 10-D (with an original executed hard
copy to immediately follow) to the 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
3.22(h)(ii). Promptly (but no later than 1 Business Day) after filing with the
Commission, the Securities Administrator will make available on its internet
website a final executed copy of each Form 10-D prepared and filed by the
Securities Administrator. The signing party at the Master Servicer can be
contacted at the address specified in Section 11.05. Each party to this
Agreement acknowledges that the performance by the Securities Administrator of
its duties
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under this Section 3.22(b) related to the timely preparation, arrangement for
execution and filing of Form 10-D is contingent upon such parties strictly
observing all applicable deadlines in the performance of their duties under this
Section 3.22(b). The Securities Administrator shall have no liability for any
loss, expense, damage, claim arising out of or with respect to any failure to
properly prepare, arrange for execution and/or timely file such Form 10-D, where
such failure results from the 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-D, not resulting from its
own negligence, bad faith or willful misconduct.
(c) On or within 90 days after the end of each fiscal year of the Trust or
such earlier date as may be required by the Exchange Act (the "10-K Filing
Deadline") (it being understood that the fiscal year for the Trust ends on
December 31st of each year), commencing in March 2007, the 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 and the related Servicing Agreements:
(i) a Compliance Statement for each Servicer, the Master Servicer and
the Securities Administrator (each, a "Reporting Servicer") as described
under Section 3.20;
(ii) (A) the Assessment of Compliance for each Reporting Servicer, as
described under Section 3.21(a) and (c), and (B) if each Reporting
Servicer's Assessment of Compliance identifies any material instance of
noncompliance, disclosure identifying such instance of noncompliance, or if
each Reporting Servicer's Assessment of Compliance is not included as an
exhibit to such Form 10-K, disclosure that such report is not included and
an explanation why such report is not included;
(iii) (A) the Attestation Report for each Reporting Servicer, as
described under Section 3.21(b) and (c), and (B) if any Reporting
Servicer's Attestation Report identifies any material instance of
noncompliance, disclosure identifying such instance of noncompliance, or if
any Reporting Servicer's Attestation Report is not included as an exhibit
to such Form 10-K, disclosure that such Attestation Report is not included
and an explanation why such Attestation Report is not included; and
(iv) a Xxxxxxxx-Xxxxx Certification, as described in Section 3.22(e).
(d) 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 S hereto and directed and approved 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, direction and approval.
As set forth on Exhibit S hereto, no later than March 1 of each year that the
Trust is subject to the Exchange Act reporting requirements, commencing in 2007,
(i) certain parties to this Agreement shall be required to provide to the
Securities Administrator (at
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xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx with a copy by facsimile to 410-715-2380)
and the Depositor, to the extent known by such applicable parties, in
XXXXX-compatible form, or in such other form as otherwise agreed upon by the
Securities Administrator and such party, any Additional Form 10-K Disclosure, if
applicable, (ii) the parties listed on Exhibit S hereto shall include with such
Additional Form 10-K Disclosure, an Additional Disclosure Notification in the
form attached hereto as Exhibit V and (iii) the Depositor shall approve, as to
form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K. The Securities Administrator shall
compile all such information provided to it in a Form 10-K prepared by it. The
Securities Administrator has no duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit S of their duties under this
paragraph or proactively solicit or procure from such parties any Additional
Form 10-K Disclosure information. The Depositor will be responsible for any
reasonable fees and expenses assessed or incurred by the Securities
Administrator in connection with including any Additional Form 10-K Disclosure
on Form 10-K pursuant to this paragraph.
After preparing the Form 10-K, the Securities Administrator shall forward
electronically a draft copy of the Form 10-K to the Master Servicer for review.
No later than 5:00 p.m. New York City time on the 4th Business Day prior to the
10-K Filing Deadline, a senior officer of the Master Servicer in charge of the
master servicing function shall sign the Form 10-K and return an electronic or
fax copy of such signed Form 10-K (with an original executed hard copy to
immediately follow) to the 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
3.22(h)(ii). Promptly (but no later than 1 Business Day) after filing with the
Commission, the Securities Administrator will make available on its internet
website a final executed copy of each Form 10-K prepared and filed by the
Securities Administrator. The signing party at the Master Servicer can be
contacted at the address specified in Section 11.05. The parties to this
Agreement acknowledge that the performance by the Securities Administrator of
its duties under this Section 3.22(c) related to the timely preparation,
arrangement for execution and filing of Form 10-K is contingent upon such
parties (and any Servicing Function Participant) strictly observing all
applicable deadlines in the performance of their duties under this Section
3.22(c), Section 3.22(e), Section 3.20 and Section 3.21. The Securities
Administrator shall have no liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, arrange for
execution and/or timely file such Form 10-K, where such failure results from the
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.
(e) Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if
requested by the Depositor, the Securities Administrator shall prepare and file
on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided
that the Depositor shall file the initial Form 8-K in connection with the
issuance of the Certificates. Any disclosure or information related to a
Reportable Event or that is otherwise required to be included on Form 8-K ("Form
8-K Disclosure Information") shall pursuant to the paragraph immediately below,
be reported by the parties set forth on Exhibit T hereto and directed and
approved by the Depositor, and the
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Securities Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 8-K Disclosure, absent
such reporting, direction and approval.
As set forth on Exhibit T hereto, for so long as the Trust is subject to the
Exchange Act reporting requirements, no later than the end of business on the
2nd Business Day after the occurrence of a Reportable Event (i) certain parties
shall be required to provide to the Securities Administrator (at
xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx with a copy by facsimile to 410-715-2380)
and the Depositor, to the extent known by such applicable parties, in
XXXXX-compatible form, or in such other form as otherwise agreed upon by the
Securities Administrator and such party, any Form 8-K Disclosure Information, if
applicable, (ii) the parties listed on Exhibit T hereto shall include with such
Additional Form 8-K Disclosure, an Additional Disclosure Notification in the
form attached hereto as Exhibit V and (iii) the Depositor shall approve, as to
form and substance, or disapprove, as the case may be, the inclusion of the Form
8-K Disclosure Information. The Securities Administrator shall compile all such
information provided to it in a Form 8-K prepared by it. The Securities
Administrator has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit T of their duties under this
paragraph or proactively solicit or procure from such parties any Form 8-K
Disclosure Information. The Depositor will be responsible for any reasonable
fees and expenses assessed or incurred by the Securities Administrator in
connection with including any Form 8-K Disclosure Information on Form 8-K
pursuant to this paragraph.
After preparing the Form 8-K, the Securities Administrator shall forward
electronically a draft copy of the Form 8-K to the Master Servicer for review.
No later than Noon New York City time on the 4th Business Day after the
Reportable Event, a duly authorized officer of the Master Servicer in charge of
the master servicing function shall sign the Form 8-K and return an electronic
or fax copy of such signed Form 8-K (with an original executed hard copy to
immediately follow) to the Securities Administrator. 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
3.22(h)(ii). Promptly (but no later than 1 Business Day) after filing with the
Commission, the Securities Administrator will, make available on its internet
website a final executed copy of each Form 8-K prepared and filed by the
Securities Administrator. The signing party at the Master Servicer can be
contacted at the address specified in Section 11.05. The parties to this
Agreement acknowledge that the performance by the Securities Administrator of
its duties under this Section 3.22(d) related to the timely preparation,
arrangement for execution and filing of Form 8-K is contingent upon such parties
strictly observing all applicable deadlines in the performance of their duties
under this Section 3.22(d). The Securities Administrator shall have no liability
for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare, arrange for execution and/or timely file such Form
8-K, where such failure results from the 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 8-K, not
resulting from its own negligence, bad faith or willful misconduct.
(f) Each Form 10-K shall include a certification (the "Xxxxxxxx-Xxxxx
Certification"), exactly as set forth in Exhibit M attached hereto, required to
be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Securities
Administrator (if the Securities Administrator is not the same entity as the
Master Servicer) shall provide, and shall cause any
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Servicing Function Participant engaged by it to provide, to the Person who signs
the Xxxxxxxx-Xxxxx Certification (the "Certifying Person"), by March 15th of
each year in which the Trust is subject to the reporting requirements of the
Exchange Act and otherwise within a reasonable period of time upon request, a
certification (each, together with such similar certification delivered by each
Servicer as described in Section 3.22(f), a "Back-up Certification"), in the
form attached hereto as Exhibit R, 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. The senior 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 at the address specified in Section 11.05. In the event the
Master Servicer, the Securities Administrator or any Servicing Function
Participant engaged by such parties is terminated or resigns pursuant to the
terms of this Agreement, or any applicable sub-servicing agreement, as the case
may be, such party shall provide a Back-up Certification to the Certifying
Person pursuant to this Section 3.22(e) with respect to the period of time it
was subject to this Agreement or any applicable sub-servicing agreement, as the
case may be.
(g) Pursuant to the related Servicing Agreements, the Master Servicer shall
enforce the obligation of each Servicer to provide the Back-up Certification
required pursuant to each of the Servicing Agreements.
(h) Upon any filing with the Commission prepared and filed by the
Securities Administrator, the Securities Administrator shall promptly deliver or
make available to the Depositor a copy of any such executed report, statement or
information.
(i) (i) The obligations set forth in paragraphs (a) through (g) of this
Section shall only apply with respect to periods for which reports are required
to be filed with respect to the Trust under the Exchange Act. On or prior to
January 30 of the first year in which the Securities Administrator is able to do
so under applicable law, unless otherwise requested by the Depositor, the
Securities Administrator shall prepare and file with the Commission a Form 15
Suspension Notification executed by the Master Servicer with respect to the
Trust, with a copy to the Depositor. At any time after the filing of a Form 15
Suspension Notification, if the Depositor or the Certificate Registrar
determines that the number of Certificateholders of the Offered Certificates of
record exceeds the number set forth in Section 15(d) of the Exchange Act or the
regulations promulgated pursuant thereto which would cause the Trust to again
become subject to the reporting requirements of the Exchange Act, it shall
promptly notify the Securities Administrator and the Securities Administrator
shall recommence preparing and filing reports on Form 8-K, 10-D and 10-K as
required pursuant to this Section and the then-current reporting requirements of
the Exchange Act and the parties hereto will again have the obligations set
forth in paragraphs (a) through (g) of this Section.
(ii) 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 immediately notify the Depositor
and the Master Servicer of such inability to make a timely filing with the
Commission.
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In the case of Form 10-D and 10-K, the Securities Administrator, the Master
Servicer and the Depositor 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 succeeding Form 10-D to be filed for the Trust. In
the event that any previously filed Form 8-K, 10-D or 10-K needs to be
amended, the Securities Administrator will notify the Master Servicer and,
only if such filings include any Form 8-K Disclosure, Additional Form 10-D
Disclosure or Additional Form 10-K Disclosure, as the case may be, the
Depositor, and such parties agree to cooperate to prepare any necessary
8-KA, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K
or 10-D shall be signed by a duly authorized officer (and a senior officer
with respect to the From 10-K) of the Master Servicer in charge of the
master servicing function. The parties to this Agreement acknowledge that
the performance by the Securities Administrator of its duties under this
Section 3.22(h) related to the timely preparation, arrangement for
execution and filing of Form 15, a Form 12b-25 or any amendment to Form
8-K, 10-D or 10-K is contingent upon each such party performing its duties
under this Section 3.22(h). The Securities Administrator shall have no
liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, arrange for execution and/or
timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K,
10-D or 10-K, where such failure results from the 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 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.
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ARTICLE IV
MASTER SERVICER'S CERTIFICATE
Section 4.01 Master Servicer's Certificate. Each month, not later than
12:00 noon Eastern time on the 18th calendar day of such month (or if such day
is not a Business Day, the following Business Day), the Master Servicer shall
deliver to the Securities Administrator, a Master Servicer's Certificate based
solely on the information provided by the Servicers (in substance and format
mutually acceptable to the Master Servicer and the Securities Administrator)
certified by a Master Servicing Officer setting forth the information necessary
in order for the Securities Administrator to perform its obligations under this
Agreement. The Securities Administrator may conclusively rely upon the
information contained in a Master Servicer's Certificate delivered by the Master
Servicer for all purposes hereunder and shall have no duty to verify or
re-compute any of the information contained therein.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions. On each Distribution Date, based solely on the
information in the Master Servicer's Certificate, the Securities Administrator
shall distribute out of the Certificate Account, the Intermediate Lower-Tier
Certificate Sub-Account or the Upper-Tier Certificate Sub-Account, as applicable
(to the extent funds are available therein), to each Certificateholder of record
on the related Record Date (other than as provided in Section 10.01 respecting
the final distribution) (a) by check mailed to such Certificateholder entitled
to receive a distribution on such Distribution Date at the address appearing in
the Certificate Register, or (b) upon written request by the Holder of a
Certificate (other than a Residual Certificate), by wire transfer or by such
other means of payment as such Certificateholder and the Securities
Administrator shall agree upon, such Certificateholder's Percentage Interest in
the amount to which the related Class of Certificates is entitled in accordance
with the priorities set forth below in Section 5.02.
None of the Holders of any Class of Certificates, the Depositor, the Master
Servicer, the Securities Administrator or the Trustee shall in any way be
responsible or liable to Holders of any Class of Certificates in respect of
amounts properly previously distributed on any such Class.
Amounts distributed with respect to any Class of Certificates shall be
applied first to the distribution of interest thereon and then to principal
thereon.
Section 5.02 Priorities of Distributions. (a) On each Distribution Date,
the Securities Administrator shall withdraw from the Certificate Account (to the
extent funds are available therein) (1) to the extent not previously paid, the
amounts payable to the Master Servicer, the Securities Administrator and the
Trustee pursuant to Section 3.09(f) and Section 3.11 and shall pay such funds to
itself, the Master Servicer and the Trustee, as applicable, and (2) based solely
on the information contained in the Master Servicer's Certificate, the Pool
Distribution Amount (after the payment of the Servicing Fees for such Mortgage
Loans and expenses and indemnities
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reimbursable pursuant to this Agreement, in each case to the extent not
previously retained by or distributed to a Servicer, the Securities
Administrator, the Master Servicer or the Trustee) for each Loan Group, and
shall apply such funds to the Certificates in the following order of priority
and to the extent of such funds, paying each Group solely from the Pool
Distribution Amount for the Related Loan Group, in the following order of
priority and to the extent of such funds:
(i) to each Class of Senior Certificates (other than the Class 1-A-5,
Class 4-A-1, Class 5-A-3 and Class X-IO Certificates) and the Components of
such Group, an amount allocable to interest equal to the Interest
Distribution Amount for such Class or Component Interest Distribution
Amount for such Component and any shortfall being allocated among such
Classes or Component in proportion to the amount of the Interest
Distribution Amount or Component Interest Distribution Amount, as the case
may be, that would have been distributed in the absence of such shortfall;
(ii) concurrently, to each Class of Senior Certificates (other than
the Class 1-A-3, Class 1-A-5, Class 4-A-1, Class 5-A-3 and Class X-IO
Certificates) and the Class PO Component of such Group and with respect to
Group 4, the Class 4-A-1 Components, pro rata, based on their Senior
Principal Distribution Amount and PO Principal Amount, respectively, (A) to
the Senior Certificates and Class 4-A-1 Components, in an aggregate amount
up to the Senior Principal Distribution Amount for such Group, such
distribution to be allocated among such Classes in accordance with Section
5.02(b) and (B) to the Class PO Component of such Group in an aggregate
amount up to the applicable PO Principal Amount for such Group;
(iii) to the applicable Class PO Component of such Group, any
applicable Class PO Deferred Amount (after giving effect to the
distribution to such Class PO Component of the Class PO Recovery for the
Related Loan Group), up to the Subordinate Principal Distribution Amounts
for the related Loan Group or Loan Groups from amounts otherwise
distributable, (A) in the case of each Class PO Component (other than the
Class 3-X-PO Component), first to the Class X-B-6 Certificates pursuant to
clause (iv)(B)(14) below, second to the Class X-B-5 Certificates, pursuant
to clause (iv)(B)(12) below, third to the Class X-B-4 Certificates,
pursuant to clause (iv)(B)(10) below, fourth to the Class X-B-3
Certificates, pursuant to clause (iv)(B)(8) below, fifth to the Class X-B-2
Certificates, pursuant to clause (iv)(B)(6) below, sixth to the Class X-B-1
Certificates, pursuant to clause (iv)(B)(4) below and finally to the Class
X-M-1 Certificates, pursuant to clause (iv)(B)(2) below, and (B) in the
case of the 3-X-PO Component, first to the Class B-6 Certificates pursuant
to clause (iv)(A)(12) below, second to the Class B-5 Certificates, pursuant
to clause (iv)(A)(10) below, third to the Class B-4 Certificates, pursuant
to clause (iv)(A)(8) below, fourth to the Class B-3 Certificates, pursuant
to clause (iv)(A)(6) below, fifth to the Class B-2 Certificates, pursuant
to clause (iv)(A)(4) below and finally to the Class B-1 Certificates,
pursuant to clause (iv)(A)(2) below;
(iv) to each Class of Subordinate Certificates, subject to paragraph
(d) below, in the following order of priority:
(A) in the case of Loan Group 3:
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(1) to the Class B-1 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(2) to the Class B-1 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable Class PO Deferred
Amount pursuant to clause (iii) above until the Class Certificate
Balance thereof has been reduced to zero;
(3) to the Class B-2 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(4) to the Class B-2 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable Class PO Deferred
Amount pursuant to clause (iii) above until the Class Certificate
Balance thereof has been reduced to zero;
(5) to the Class B-3 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(6) to the Class B-3 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable Class PO Deferred
Amount pursuant to clause (iii) above until the Class Certificate
Balance thereof has been reduced to zero;
(7) to the Class B-4 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(8) to the Class B-4 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable Class PO Deferred
Amount pursuant to clause (iii) above until the Class Certificate
Balance thereof has been reduced to zero;
(9) to the Class B-5 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(10) to the Class B-5 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable Class PO Deferred
Amount pursuant to
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clause (iii) above until the Class Certificate Balance thereof
has been reduced to zero;
(11) to the Class B-6 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date; and
(12) to the Class B-6 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable Class PO Deferred
Amount pursuant to clause (iii) above until the Class Certificate
Balance thereof has been reduced to zero; and
(B) in the case of the Crossed Loan Group:
(1) to the Class X-M-1 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(2) to the Class X-M-1 Certificates an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable Class PO Deferred
Amounts pursuant to clause (iii) above until the Class
Certificate Balance thereof, has been reduced to zero;
(3) to the Class X-B-1 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(4) to the Class X-B-1 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable Class PO Deferred
Amounts pursuant to clause (iii) above until the Class
Certificate Balance thereof has been reduced to zero;
(5) to the Class X-B-2 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(6) to the Class X-B-2 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable Class PO Deferred
Amounts pursuant to clause (iii) above until the Class
Certificate Balance thereof has been reduced to zero;
(7) to the Class X-B-3 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
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(8) to the Class X-B-3 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable Class PO Deferred
Amounts pursuant to clause (iii) above until the Class
Certificate Balance thereof has been reduced to zero;
(9) to the Class X-B-4 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(10) to the Class X-B-4 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable Class PO Deferred
Amounts pursuant to clause (iii) above until the Class
Certificate Balance thereof has been reduced to zero;
(11) to the Class X-B-5 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(12) to the Class X-B-5 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable Class PO Deferred
Amounts pursuant to clause (iii) above until the Class
Certificate Balance thereof has been reduced to zero;
(13) to the Class X-B-6 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date; and
(14) to the Class X-B-6 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable Class PO Deferred
Amounts pursuant to clause (iii) above until the Class
Certificate Balance thereof has been reduced to zero; and
(v) to the Holder of the Class 2-A-R Certificate, any amounts
remaining in the Upper-Tier Certificate Sub-Account and the Intermediate
Lower-Tier Certificate Sub-Account and any remaining Pool Distribution
Amounts.
No Class of Certificates or Component will be entitled to any
distributions with respect to the amount payable pursuant to clause (ii) of
the definition of "Interest Distribution Amount" or "Component Interest
Distribution Amount" after its Class Certificate Balance or Notional
Amount, as the case may be, has been reduced to zero.
For any Group and on any Distribution Date, amounts distributed in
respect of the Class PO Deferred Amounts (including the distribution of the
Class PO Recoveries) will not reduce the Component Balance of the
applicable Class PO Component.
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All distributions in respect of the Interest Distribution Amount for a
Class or the Component Interest Distribution Amount for a Component will be
applied first with respect to the amount payable pursuant to clause (i) of
the definition of "Interest Distribution Amount" or "Component Interest
Distribution Amount" as applicable, and second with respect to the amount
payable pursuant to clause (ii) of such definitions.
On each Distribution Date, the Securities Administrator shall
distribute any Reimbursement Amount sequentially to each Class of
Certificates then outstanding which bore the loss to which such
Reimbursement Amount relates, beginning with the most senior of such
Classes of Certificates, up to, with respect to each Class, the amount of
loss borne by such Class. Any Reimbursement Amount remaining after the
application described in the preceding sentence shall be included in the
Pool Distribution Amount for the applicable Loan Group.
(vi) Distributions on the Uncertificated Lower-Tier Interests. On each
Distribution Date, interest shall be distributed in respect of the
Uncertificated Lower-Tier Interests (other than the Class 1-LPO Interest,
the Class 2-LPO Interest, the Class 3-LPO Interest, the Class 4-LPO
Interest, the Class 5-LPO Interest and the Class 6-LPO Interest) at the
pass-through rate thereon, as described in the next to last paragraph of
this Section 5.02. All distributions of principal shall be made first to
the Class 1-LPO Interest, the Class 2-LPO Interest, the Class 3-LPO
Interest, the Class 4-LPO Interest, the Class 5-LPO Interest and the Class
6-LPO Interest, so as to keep the principal balances thereof at all times
equal to the Component Balances of the Class 1-X-PO Component, the Class
2-X-PO Component, the Class 3-X-PO Component, Class 4-X-PO Component, Class
5-X-PO Component and Class 6-X-PO Component, respectively; second, to the
Class 1-LS Interest, the Class 2-LS Interest, the Class 4-LS Interest, the
Class 5-LS Interest and the Class 6-LS Interest so as to keep the principal
balances thereof (computed to eight decimal places) equal to 0.100% of the
Group Subordinate Amount for Loan Group 1, Loan Group 2, Loan Group 4, Loan
Group 5 and Loan Group 6, respectively (except that if any such amount is
greater than on the preceding Distribution Date, the least amount of
principal shall be distributed to the Class 1-LS Interest, the Class 2-LS
Interest, the Class 4-LS Interest, the Class 5-LS Interest and the Class
6-LS Interest, such that the Subordinate Balance Ratio is maintained), and
third, any remaining principal to the Class 1-L Interest, the Class 2-L
Interest, the Class 3-L Interest, the Class 4-L Interest, the Class 5-L
Interest and the Class 6-L Interest. Any distributions of principal made to
the Uncertificated Lower-Tier Interests pursuant to this paragraph shall be
made from the Group 1 Mortgage Loans to the Uncertificated Lower-Tier
Interests beginning with the numeral "1," from the Group 2 Mortgage Loans
to the Uncertificated Lower-Tier Interests beginning with the numeral "2,"
from the Group 3 Mortgage Loans to the Uncertificated Lower-Tier Interests
beginning with the numeral "3," from the Group 4 Mortgage Loans to the
Uncertificated Lower-Tier Interests beginning with the numeral "4," from
the Group 5 Mortgage Loans to the Uncertificated Lower-Tier Interests
beginning with the numeral "5," and from the Group 6 Mortgage Loans to the
Uncertificated Lower-Tier Interests beginning with the numeral "6."
Realized Losses shall be applied after all distributions have been
made on each Distribution Date first, to the Class 1-LPO Interest, the
Class 2-LPO Interest, the Class 3-
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LPO Interest, the Class 4-LPO Interest, the Class 5-LPO Interest and the
Class 6-LPO Interest, so as to keep their principal balances equal to the
Component Balances of the Class 1-X-PO Component, the Class 2-X-PO
Component, the Class 3-X-PO Component, Class 4-X-PO Component, Class 5-X-PO
Component and Class 6-X-PO Component, respectively; second, to the Class
1-LS Interest, the Class 2-LS Interest, the Class 4-LS Interest, the Class
5-LS Interest and the Class 6-LS Interest so as to keep the principal
balances thereof (computed to eight decimal places) equal to 0.100% of the
Group Subordinate Amount for Loan Group 1, Loan Group 2, Loan Group 4, Loan
Group 5 and Loan Group 6, respectively (except that if any such amount is
greater than on the preceding Distribution Date, the least amount of
Realized Losses shall be allocated to the Class 1-LS Interest, the Class
2-LS Interest, the Class 4-LS Interest, the Class 5-LS Interest and the
Class 6-LS Interest such that the Subordinate Balance Ratio is maintained);
and third, the remaining Realized Losses shall be allocated to the Class
1-L Interest, the Class 2-L Interest, the Class 3-L Interest, the Class 4-L
Interest, the Class 5-L Interest and the Class 6-L Interest. Any Realized
Losses allocated to the Uncertificated Lower-Tier Interests pursuant to
this paragraph shall be (a) from Realized Losses allocated to Loan Group 1
in the case of Uncertificated Lower-Tier Interests beginning with the
numeral "1," (b) from Realized Losses allocated to Loan Group 2 in the case
of Uncertificated Lower-Tier Interests beginning with the numeral "2," (c)
from Realized Losses allocated to Loan Group 3 in the case of
Uncertificated Lower-Tier Interests beginning with the numeral "3," (d)
from Realized Losses allocated to Loan Group 4 in the case of
Uncertificated Lower-Tier Interests beginning with the numeral "4," (e)
from Realized Losses allocated to Loan Group 5 in the case of
Uncertificated Lower-Tier Interests beginning with the numeral "5," and (c)
from Realized Losses allocated to Loan Group 6 in the case of
Uncertificated Lower-Tier Interests beginning with the numeral "6."
As of any date, the aggregate principal balance of the Class 1-L
Interest and the Class 1-LS Interest shall equal the aggregate Pool Stated
Principal Balance (Non-PO Portion) of Loan Group 1. As of any date, the
aggregate principal balance of the Class 2-L Interest and the Class 2-LS
Interest shall equal the aggregate Pool Stated Principal Balance (Non-PO
Portion) of Loan Group 2. As of any date, the aggregate principal balance
of the Class 3-L Interest shall equal the aggregate Pool Stated Principal
Balance (Non-PO Portion) of Loan Group 3. As of any date, the aggregate
principal balance of the Class 4-L Interest and the Class 4-LS Interest
shall equal the Pool Stated Principal Balance (Non-PO Portion) of Loan
Group 4. As of any date, the aggregate principal balance of the Class 5-L
Interest and the Class 5-LS Interest shall equal the Pool Stated Principal
Balance (Non-PO Portion) of Loan Group 5. As of any date, the aggregate
principal balance of the Class 6-L Interest and the Class 6-LS Interest
shall equal the Pool Stated Principal Balance (Non-PO Portion) of Loan
Group 6. As of any date, (i) the principal balance of the Class 1-LPO
Interest will be equal to the Component Balance of the Class 1-X-PO
Component, (ii) the principal balance of the Class 2-LPO Interest will be
equal to the Component Balance of the Class 2-X-PO Component, (iii) the
principal balance of the Class 3-LPO Interest will be equal to the
Component Balance of the Class 3-X-PO Component, (iv) the principal balance
of the Class 4-LPO Interest will be equal to the Component Balance of the
Class 4-X-PO Component, (v) the principal balance of the Class 5-LPO
Interest will be equal to the Component Balance of the Class 5-X-PO
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Component and (vi) the principal balance of the Class 6-LPO Interest will
be equal to the Component Balance of the Class 6-X-PO Component. As of any
date, (i) the notional amount of the Class 1-LIO Interest will be equal to
the Class 1-X-IO Notional Amount, (ii) the notional amount of the Class
2-LIO Interest will be equal to the Class 2-X-IO Notional Amount, (iii) the
notional amount of the Class 3-LIO Interest will be equal to the Class
3-X-IO Notional Amount; (iv) the notional amount of the Class 4-LIO
Interest will be equal to the Class 4-X-IO Notional Amount, (v) the
notional amount of the Class 5-LIO Interest will be equal to the Class
5-X-IO Notional Amount and (vi) the notional amount of the Class 6-LIO
Interest will be equal to the Class 6-X-IO Notional Amount.
The pass-through rate with respect to the Class 1-L Interest and the
Class 1-LS Interest shall be 5.750% per annum. The pass-through rate with
respect to the Class 2-L Interest and the Class 2-LS Interest shall be
5.750% per annum. The pass-through rate with respect to the Class 3-L
Interest shall be 6.000% per annum. The pass-through rate with respect to
the Class 4-L Interest and the Class 4-LS Interest shall be 6.000% per
annum. The pass-through rate with respect to the Class 5-L Interest and the
Class 5-LS Interest shall be 6.000% per annum. The pass-through rate with
respect to the Class 6-L Interest and the Class 6-LS Interest shall be
5.500% per annum. The pass-through rate with respect to the Class 1-LIO
Interest, the Class 2-LIO Interest, the Class 3-LIO Interest, the Class
4-LIO Interest, the Class 5-LIO Interest and the Class 6-LIO Interest shall
be the same as the Pass-Through Rate for the Class 1-X-IO Component, the
Class 2-X-IO Component, the Class 3-X-IO Component, the Class 4-X-IO
Component, the Class 5-X-IO Component and the Class 6-X-IO Component,
respectively, as each such rate is described in the Preliminary Statement.
The Class 1-LPO Interest, the Class 2-LPO Interest, Class 3-LPO Interest,
Class 4-LPO Interest, Class 5-LPO Interest and Class 6-LPO Interest are
principal-only interests and are not entitled to distributions of interest.
Any Non-Supported Interest Shortfalls and Relief Act Reductions will
be allocated to each Uncertificated Lower-Tier Interest in the same
relative proportions as interest is allocated to such Uncertificated
Lower-Tier Interest. Amounts distributed to the Uncertificated Lower-Tier
Interests in respect of principal and interest with respect to any
Distribution Date are referred to herein collectively as the "Lower-Tier
Distribution Amount."
(vii) Distributions on the Uncertificated Intermediate Lower-Tier
Interests. On each Distribution Date, each Uncertificated Intermediate
Lower-Tier Interest (other than the Class 1-ITIO Interest, the Class 2-ITIO
Interest, the Class 3-ITIO Interest, the Class 4-ITIO Interest, the Class
5-ITIO Interest and the Class 6-ITIO Interest) shall receive distributions
in respect of principal in an amount equal to the amount of principal
distributed to its respective Corresponding Upper-Tier Class, Classes,
Component or Components, as provided herein. On each Distribution Date,
each Uncertificated Intermediate Lower-Tier Interest (other than the Class
1-ITPO Interest, the Class 2-ITPO Interest, the Class 3-ITPO Interest, the
Class 4-ITIO Interest, the Class 5-ITIO Interest and the Class 6-ITIO
Interest) shall receive distributions in respect of interest in an amount
equal to the Interest Accrual Amounts and Unpaid Interest Shortfalls, as
the case may be, in respect of its Corresponding Upper-Tier Class, Classes,
Component or Components, in each case to the extent actually distributed
thereon. Such amounts
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distributed to the Uncertificated Intermediate Lower-Tier Interests in
respect of principal and interest with respect to any Distribution Date are
referred to herein collectively as the "Intermediate Lower-Tier
Distribution Amount."
As of any date, the principal balance or notional amount of each
Uncertificated Intermediate Lower-Tier Interest equals the aggregate of the
Class Certificate Balances, Component Balance or Notional Amounts of the
respective Corresponding Upper-Tier Class, Classes, Component or Components
or, in the case of the Class 1-A-IT3 Interest, the Class Certificate
Balance of the Class 1-A-2 Certificates; in the case of the Class 4-A-IT1
Interest, the aggregate of the Class Certificate Balance of the Class 4-A-2
Certificates and the Component Balance of the Class 4-4A1 Component; and in
the case of the Class 5-A-IT1 Interest, the aggregate of the Class
Certificate Balance of the Class 5-A-1 Certificates and the Component
Balance of Class 5-4A1 Component. The initial principal balance or notional
amount of each Uncertificated Intermediate Lower-Tier Interest equals the
aggregate of the Initial Class Certificate Balances, Component Balance or
Initial Notional Amounts of the respective Corresponding Upper-Tier Class,
Classes, Component or Components or, in the case of the Class 1-A-IT3
Interest, the Class Certificate Balance of the Class 1-A-2 Certificates; in
the case of the Class 4-A-IT1 Interest, the aggregate of the Class
Certificate Balance of the Class 4-A-2 Certificates and the Component
Balance of the Class 4-4A1 Component; and in the case of the Class 5-A-IT1
Interest, the aggregate of the Class Certificate Balance of the Class 5-A-1
Certificates and the Component Balance of Class 5-4A1 Component.
The pass-through rate with respect to the Class 1-A-IT1 Interest shall
be 5.000% per annum. The pass-through rate with respect to the Class
1-A-IT2 Interest shall be 5.500% per annum. The pass-through rate with
respect to the Class 1-A-IT3 Interest shall be 8.000% per annum. The
pass-through rate with respect to the Class 2-A-IT1 Interest and the Class
2-A-ITR Interest shall be 5.750% per annum. The pass-through rate with
respect to the Class 3-A-IT1 Interest shall be 6.000% per annum. The
pass-through rate with respect to the Class 4-A-IT1 Interest and the Class
4-A-IT2 Interest shall be 6.000% per annum. The pass-through rate with
respect to the Class 5-A-IT1 Interest and the Class 5-A-IT2 Interest shall
be 6.000% per annum. The pass-through rate with respect to the Class
6-A-IT1 Interest shall be 5.500% per annum. The pass-through rate with
respect to the Class B-IT1 Interest, Class B-IT2 Interest, Class B-IT3
Interest, Class B-IT4 Interest, Class B-IT5 Interest and Class B-IT6
Interest shall be the weighted average of the Class 3-L Interest. The
pass-through Rate with respect to the Class X-M-IT1, Class X-B-IT1
Interest, Class X-B-IT2 Interest, Class X-B-IT3 Interest, Class X-B-IT4
Interest, Class X-B-IT5 Interest and Class X-B-IT6 Interests shall be the
weighted average of the Class 1-LS Interest, the Class 2-LS Interest, the
Class 4-LS Interest, the Class 5-LS Interest and the Class 6-LS Interest.
The pass-through rate with respect to the Class 1-ITIO Interest shall be a
per annum rate equal to the Pass-Through Rate of the Class 1-X-IO
Component. The pass-through rate with respect to the Class 2ITIO Interest
shall be a per annum rate equal to the Pass-Through Rate of the Class
2-X-IO Component. The pass-through rate with respect to the Class 3-ITIO
Interest shall be a per annum rate equal to the Pass-Through Rate of the
Class 3-X-IO Component. The pass-through rate with respect to the Class
4-ITIO Interest shall be a per annum rate equal to the Pass-Through Rate of
the Class 4-X-IO Component. The pass-through rate with respect to the Class
5-
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ITIO Interest shall be a per annum rate equal to the Pass-Through Rate of
the Class 5-X-IO Component. The pass-through rate with respect to the Class
6-ITIO Interest shall be a per annum rate equal to the Pass-Through Rate of
the Class 6-X-IO Component. The Class 1-ITPO Interest, the Class 2-ITPO
Interest, the Class 3-ITPO Interest, the Class 4-ITPO Interest, the Class
5-ITPO Interest and the Class 6-ITPO Interest are principal-only interests
and are not entitled to distributions of interest.
(b) (i) With respect to the Group 1 Senior Certificates:
On each Distribution Date, an amount equal to the lesser of (x) the Senior
Principal Distribution Amount for Loan Group 1 for such Distribution Date and
(y) the product of (1) the Pool Distribution Amount for Loan Group 1 remaining
after payment of distributions of interest on the Group 1 Senior Certificates,
the Class 1-1A5 Component of the Class 1-A-5 Certificates and the Class 1-X-IO
Component and (2) a fraction, the numerator of which is the Senior Principal
Distribution Amount for Loan Group 1 and the denominator of which is the sum of
the PO Principal Amount for Loan Group 1 and the Senior Principal Distribution
Amount for Loan Group 1, will be distributed as principal, concurrently, as
follows:
(A) 96.349537824%, concurrently, as follows:
(I) 83.3333344534% to the Class 1-A-1 Certificates, until
their class balance has been reduced to zero; and
(II) 16.6666655466% to the Class 1-A-2 Certificates, until
their class balance has been reduced to zero; and
(B) 3.650462176% to the Class 1-A-4 Certificates, until their
class balance has been reduced to zero.
(ii) With respect to the Group 2 Senior Certificates:
On each Distribution Date, an amount equal to the lesser of (x) the Senior
Principal Distribution Amount for Loan Group 2 for such Distribution Date and
(y) the product of (1) the Pool Distribution Amount for Loan Group 2 remaining
after payment of distributions of interest on the Group 2 Senior Certificates
and the Class 2-X-IO Component and (2) a fraction, the numerator of which is the
Senior Principal Distribution Amount for Loan Group 2 and the denominator of
which is the sum of the PO Principal Amount for Loan Group 2 and the Senior
Principal Distribution Amount for Loan Group 2, will be distributed as
principal, sequentially, as follows:
first, to the Class 2-A-R Certificate, until its class balance has been
reduced to zero;
second, concurrently, up to the Group 2 Priority Amount for such
Distribution Date, as follows:
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(A) 96.3503486501%, concurrently, to the Class 2-A-11, Class 2-A-12
and Class 2-A-13 Certificates, pro rata, until their class balances have
been reduced to zero; and
(B) 3.6496513499% to the Class 2-A-14 Certificates, until their class
balances has been reduced to zero;
third, an amount equal to $1000.00 to the Class 2-A-1 Certificates, until
their class balance has been reduced to zero;
fourth, sequentially, an amount equal to $1,702,060.70, as follows:
(A) concurrently, as follows:
(I) 15.0058192643%, concurrently, to the Class 2-A-15
Certificates and Class 2-A-16 Certificates, pro rata, until their
class balances have been reduced to zero; and
(II) 84.9941807357%, concurrently, as follows:
(aa) 54.5550760771% to the Class 2-A-17 Certificates, until
their class balance has been reduced to zero; and
(bb) 45.0000000000%, sequentially, as follows:
(1) an amount equal to $1000.00 to the Class 2-A-19
Certificates, until their class balance has been reduced to
zero;
(2) an amount equal to $687,236.00 to the Class 2-A-18
Certificates, until their class balance has been reduced to
zero;
(3) to the Class 2-A-19 Certificates, until their class
balance has been reduced to zero; and
(4) to the Class 2-A-18 Certificates, until their class
balance has been reduced to zero; and
(B) to the Class 2-A-20 Certificates, until their class balance has
been reduced to zero;
fifth, to the Class 2-A-1 Certificates, until their class balance has been
reduced to zero;
sixth, sequentially, as follows:
(A) concurrently, as follows:
(I) 15.0058192643%, concurrently, to the Class 2-A-15
Certificates and Class 2-A-16 Certificates, pro rata, until their
class balances have been reduced to zero; and
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(II) 84.9941807357%, concurrently, as follows:
(aa) 54.5550760771% to the Class 2-A-17 Certificates, until
their class balance has been reduced to zero; and
(bb) 45.0000000000%, sequentially, as follows:
(1) to the extent not previously paid on such
Distribution Date, an amount equal to $1000.00 to the Class
2-A-19 Certificates, until their class balance has been
reduced to zero;
(2) to the extent not previously paid on such
Distribution Date, an amount equal to $687,236.00 to the
Class 2-A-18 Certificates, until their class balance has
been reduced to zero;
(3) to the Class 2-A-19 Certificates, until their class
balance has been reduced to zero; and
(4) to the Class 2-A-18 Certificates, until their class
balance has been reduced to zero; and
(B) to the Class 2-A-20 Certificates, until their class balance has
been reduced to zero;
seventh, concurrently, as follows:
(A) 49.1490035587%, concurrently, as follows:
(I) 23.6108948966%, concurrently, as follows:
(aa) 4.1666794444% to the Class 2-A-21 Certificates, until
their class balance has been reduced to zero; and
(bb) 95.0000000000%, sequentially, to the Class 2-A-3, Class
2-A-4 and Class 2-A-5 Certificates, in that order, until their
class balances have been reduced to zero; and
(II) 76.3891051034%, concurrently, as follows:
(aa) 50.00%, sequentially, to the Class 2-A-6, Class 2-A-7
and Class 2-A-8 Certificates, in that order, until their class
balances have been reduced to zero; and
(bb) 50.00%, sequentially, to the Class 2-A-9 Certificates
and Class 2-A-10 Certificates, in that order, until their class
balances have been reduced to zero; and
(B) 50.8509964413%, sequentially, as follows:
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(I) concurrently, until the class balance of the Class 2-A-2
Certificates has been reduced to zero, as follows:
(aa) 8.000006624% to the Class 2-A-21 Certificates, until
their class balance has been reduced to zero; and
(bb) 91.999993376% to the Class 2-A-2 Certificates, until
their class balance has been reduced to zero; and
(II) concurrently, as follows:
(aa) 4.1666826482% to the Class 2-A-21 Certificates, until
their class balance has been reduced to zero; and
(bb) 95.8333173518% to the Class 2-A-22 Certificates, until
their class balance has been reduced to zero; and
eighth, concurrently, as follows:
(A) 96.3503486501%, to the Class 2-A-11, Class 2-A-12 and Class 2-A-13
Certificates, pro rata, until their class balances have been reduced to
zero; and
(B) 3.6496513499%, to the Class 2-A-14 Certificates, until their class
balance has been reduced to zero.
(iii) With respect to the Group 3 Senior Certificates:
On each Distribution Date, an amount equal to the lesser of (a) the Senior
Principal Distribution Amount for Loan Group 3 for such Distribution Date and
(b) the product of (1) the Pool Distribution Amount for Loan Group 3 remaining
after distributions of interest on the Group 3 Senior Certificates and the Class
3-X-IO Component and (2) a fraction, the numerator of which is the Senior
Principal Distribution Amount for Loan Group 3 and the denominator of which is
the sum of the PO Principal Amount for Loan Group 3 and the Senior Principal
Distribution Amount for Loan Group 3, will be distributed as principal,
concurrently, to the Class 3-A-1 Certificates and Class 3-A-2 Certificates, pro
rata, until their class balances have been reduced to zero.
(iv) With respect to the Group 4 Senior Certificates:
On each Distribution Date, an amount equal to the lesser of (a) the Senior
Principal Distribution Amount for Loan Group 4 for such Distribution Date and
(b) the product of (1) the Pool Distribution Amount for Loan Group 4 remaining
after distributions of interest on the Group 4 Senior Certificates, the Class
4-4A1 Component of the Class 4-A-1 Certificates, the Class 4-5A3 Component of
the Class 5-A-3 Certificates and the Class 4-X-IO Component and (2) a fraction,
the numerator of which is the Senior Principal Distribution Amount for Loan
Group 4 and the denominator of which is the sum of the PO Principal Amount for
Loan Group 4 and the Senior Principal Distribution Amount for Loan Group 4, will
be distributed as principal, concurrently, as follows:
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(A) 96.3499864465%, concurrently, as follows:
(I) 75.00% to the Class 4-A-2 Certificates, until their class balance
has been reduced to zero; and
(II) 25.00% to the Class 4-4A1 Component, until its component balance
has been reduced to zero;
(B) 3.6500135535% to the Class 4-A-3 Certificates, until their class
balance has been reduced to zero.
(v) With respect to the Group 5 Senior Certificates:
On each Distribution Date, an amount equal to the lesser of (a) the Senior
Principal Distribution Amount for Loan Group 5 for such Distribution Date and
(b) the product of (1) the Pool Distribution Amount for Loan Group 5 remaining
after distributions of interest on the Group 5 Senior Certificates, the Class
5-4A1 Component of the Class 4-A-1 Certificates, the Class 5-1A5 Component of
the Class 1-A-5 Certificates, the Class 5-5A3 Component of the Class 5-A-3
Certificates and the Class 5-X-IO Component and (2) a fraction, the numerator of
which is the Senior Principal Distribution Amount for Loan Group 5 and the
denominator of which is the sum of the PO Principal Amount for Loan Group 5 and
the Senior Principal Distribution Amount for Loan Group 5, will be distributed
as principal, concurrently, as follows:
(A) 96.3492366412%, concurrently, as follows:
(I) 74.999504823% to the Class 5-A-1 Certificates, until their
class balance has been reduced to zero; and
(II) 25.000495177% to the Class 5-4A1 Component, until its
component balance has been reduced to zero;
(B) 3.6507633588% to the Class 5-A-2 Certificates, until their class
balance has been reduced to zero.
(vi) With respect to the Group 6 Senior Certificates:
On each Distribution Date, an amount equal to the lesser of (a) the Senior
Principal Distribution Amount for Loan Group 6 for such Distribution Date and
(b) the product of (1) the Pool Distribution Amount for Loan Group 6 remaining
after distributions of interest on the Group 6 Senior Certificates and the Class
6-X-IO Component and (2) a fraction, the numerator of which is the Senior
Principal Distribution Amount for Loan Group 6 and the denominator of which is
the sum of the PO Principal Amount for Loan Group 6 and the Senior Principal
Distribution Amount for Loan Group 6, will be distributed as principal,
sequentially, as follows:
first, concurrently, to the Class 6-A-2 Certificates and Class 6-A-3
Certificates, pro rata, up to the Group 6 Priority Amount for such Distribution
Date, until their class balances have been reduced to zero;
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second, to the Class 6-A-1 Certificates, until their class balance has been
reduced to zero;
third, to the Class 6-A-4 Certificates, until their class balance has been
reduced to zero; and
fourth, concurrently, to the Class 6-A-2 Certificates and Class 6-A-3
Certificates, pro rata, until their class balances have been reduced to zero.
With respect to any of the preceding distribution priorities, if two or
more Classes of Certificates are paying concurrently but only until the Class
Certificate Balances of fewer than all of the Classes are reduced to zero, the
amount distributable in accordance with any such priority will equal the lesser
of (a) the remaining Senior Principal Distribution Amount available to pay such
Classes in accordance with such priority and (b) the remaining Senior Principal
Distribution Amount, which when distributed in accordance with such priority,
will result in the Class Certificate Balance of designated Class or Classes
being reduced to zero.
On each Distribution Date on or after a Senior Credit Support Depletion
Date, notwithstanding the allocation and priority set forth above, the portion
of the Pool Distribution Amount with respect to the related Loan Group available
to be distributed as principal of the Senior Certificates of the Related Group
shall be distributed, concurrently, as principal of such Classes of Senior
Certificates, pro rata, on the basis of their respective Class Certificate
Balances immediately prior to that Distribution Date, until the Class
Certificate Balances thereof are reduced to zero.
The Class 1-A-3, Class 1-A-5, Class 5-A-3 and Class X-IO Certificates are
Interest Only Certificates and are not entitled to distributions in respect of
principal.
(vii) Notwithstanding the foregoing, on each Distribution Date prior
to the Senior Credit Support Depletion Date for all of the Crossed Groups
but on or after the date on which the aggregate Class Certificate Balance
of any Crossed Group Senior Certificates and Components have been reduced
to zero, amounts otherwise distributable as principal payments with respect
to the related Group on the Crossed Group Subordinate Certificates will be
paid as principal to the remaining Classes of Senior Certificates and
Components of the other Groups in the Crossed Group together with the
applicable Senior Principal Distribution Amount in accordance with the
priorities set forth for the applicable Group in (b)(i), (ii), (iv), (v) or
(vi) above, provided that on such Distribution Date (a) the Crossed Group
Aggregate Subordinate Percentage for such Distribution Date is less than
twice the initial Crossed Group Aggregate Subordinate Percentage or (b) the
outstanding principal balance of the Crossed Loan Group Mortgage Loans
(including, for this purpose, any Mortgage Loans in foreclosure, any REO
Property and any Mortgage Loan for which the Mortgagor has filed for
bankruptcy after the Closing Date) delinquent 60 days or more (averaged
over the preceding six month period), as a percentage of the aggregate
Class Certificate Balance of the Crossed Group Subordinate Certificates, is
equal to or greater than 50%. In addition, after giving effect to the
previous sentence, if on any Distribution Date the aggregate Class
Certificate Balance of the Crossed Group Senior Certificates is greater
than the Adjusted Pool Amount (Non-PO Portion) of related Loan Group (any
such Group, the
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"Undercollateralized Group" and any such excess, the "Undercollateralized
Amount"), all amounts otherwise distributable as principal on the Crossed
Group Subordinate Certificates pursuant to Section 5.02(a)(iv)(B)(14),
(12), (10), (8), (6), (4) and (2), in that order, will be paid as principal
to the Senior Certificates of the Undercollateralized Group together with
the applicable Senior Principal Distribution Amount in accordance with the
priorities set forth for the applicable Group above under (b)(i), (ii),
(iv), (v) or (vi) until the aggregate Class Certificate Balance of the
Senior Certificates of the Undercollateralized Group equals the Adjusted
Pool Amount (Non-PO Portion) of the Related Loan Group. Also, the amount of
any Class Unpaid Interest Shortfalls and Component Unpaid Interest
Shortfalls with respect to the Undercollateralized Group (including any
Class Unpaid Interest Shortfalls or Component Unpaid Interest Shortfalls
for such Distribution Date) will be paid to the Undercollateralized Group
pursuant to Section 5.02(a)(i) prior to the payment of any
Undercollateralized Amount from amounts otherwise distributable as
principal on the Crossed Group Subordinate Certificates pursuant to Section
5.02(a)(iv)(B)(14), (12), (10), (8), (6), (4) and (2), in that order: such
amount will be paid to the Senior Certificates and Components (other than
the Class PO Components) of such Undercollateralized Group in accordance
with the priorities set forth in Section 5.02(a)(i) up to their Interest
Distribution Amounts or Component Interest Distribution Amounts for such
Distribution Date.
The Class PO Deferred Amounts for the Class 1-X-PO Component, Class 2-X-PO
Component, Class 4-X-PO Component, Class 5-X-PO Component and Class 6-X-PO
Component and the Class PO Deferred Amount for the Class 3-X-PO Component will
be paid from amounts otherwise distributable as principal on the Crossed Group
Subordinate Certificates and the Class B Certificates, respectively, before any
payments are made pursuant to the preceding paragraph.
(c) On each Distribution Date, Accrued Certificate Interest for each Class
of Certificates (other than the Class X-PO Certificates) and Accrued Component
Interest for each Class IO Component for such Distribution Date shall be reduced
by such Class' or Component's pro rata share, based on such Class' Interest
Distribution Amount or Component's Component Interest Distribution Amount for
such Distribution Date, without taking into account the allocation made by this
Section 5.02(c), of an amount equal to the sum of (A) Non-Supported Interest
Shortfalls incurred on any Mortgage Loans during the calendar month preceding
the month of such Distribution Date, (B) on and after the Senior Credit Support
Depletion Date, any Realized Loss on the Mortgage Loans in the related Loan
Group or related Loan Groups allocable to interest and (C) Relief Act Reductions
incurred on any Mortgage Loans during the calendar month preceding the month of
such Distribution Date.
(d) Notwithstanding the priority and allocation contained in Section
5.02(a)(iv), if with respect to each Class of Crossed Group Subordinate
Certificates and Class B Certificates on any Distribution Date, (i) the
aggregate of the Class Certificate Balances of the Crossed Group Subordinate
Certificates and Class B Certificates, respectively, immediately prior to such
Distribution Date of the Class X-B and Class B Certificates, respectively, that
have a lower order of payment priority than such Class, divided by (ii) the
aggregate Pool Principal Balance (Non-PO Portion) for, in the case of the
Crossed Group Subordinate Certificates, the Crossed Loan Groups, and, in the
case of the Class B Certificates, Loan Group 3, immediately prior to such
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Distribution Date (for each Class, the "Fractional Interest") is less than the
Original Fractional Interest for such Class, no distribution of principal will
be made to any Class of Crossed Group Subordinate Certificates or Class B
Certificates, respectively, junior to such Class (the "Restricted Classes"), and
the Class Certificate Balances of the Restricted Classes of applicable
Subordinate Certificates will not be used in determining the Pro Rata Share for
the applicable Subordinate Certificates that are not Restricted Classes. If the
aggregate Class Certificate Balances of the applicable Subordinate Certificates
that are not Restricted Classes are reduced to zero, notwithstanding the
previous sentence, any funds remaining will be distributed sequentially to the
applicable Subordinate Certificates that are Restricted Classes in order of
their respective numerical Class designations (beginning with the Class of
applicable Subordinate Certificates that is a Restricted Class then outstanding
with the lowest numerical Class designation).
Section 5.03 Allocation of Losses. (a) No later than five (5) Business Days
prior to the related Distribution Date, the Master Servicer shall inform the
Securities Administrator in writing with respect to each Mortgage Loan: (1)
whether any Realized Loss is a Deficient Valuation or a Debt Service Reduction,
(2) of the amount of such loss or Deficient Valuation, or of the terms of such
Debt Service Reduction and (3) of the total amount of Realized Losses on the
Mortgage Loans in each Loan Group. Based on such information, the Securities
Administrator shall determine the total amount of Realized Losses on the
Mortgage Loans in each Loan Group with respect to the related Distribution Date.
Realized Losses shall be allocated to the Certificates by a reduction in the
Class Certificate Balances of the designated Classes pursuant to the operation
of Section 5.03(b).
(b) The Component Balance of the Class PO Component of a Group shall be
reduced on each Distribution Date by the amount, if any, by which the Component
Balance of such Class PO Component (after giving effect to the amounts to be
distributed as a distribution of principal and the allocation of Realized Losses
on such Distribution Date) exceeds the Adjusted Pool Amount (PO Portion) for
such Loan Group for such Distribution Date.
The Class Certificate Balance of the Crossed Group Subordinate Certificates
and Class B Certificates then outstanding with the lowest payment priority shall
be reduced or increased on each Distribution Date by the amount, if any,
necessary such that the aggregate of the Class Certificate Balances of, in the
case of the Crossed Group Subordinate Certificates, all outstanding Classes of
Crossed Group Senior Certificates and Components (other than the Class IO
Components and the Class PO Components related to the Crossed Group) and Crossed
Group Subordinate Certificates and, in the case of the Class B Certificates, all
outstanding Classes of Group 3 Senior Certificates and Components (other than
the Class IO Component and Class PO Component related to Group 3) and Class B
Certificates (after giving effect to the amounts to be distributed as
distributions of principal and the allocation of the Class PO Deferred Amounts
on such Distribution Date) shall equal the aggregate Adjusted Pool Amount
(Non-PO Portion) of the Crossed Loan Groups and the Adjusted Pool Amount (Non-PO
Portion) of Loan Group for such Distribution Date.
After a Senior Credit Support Depletion Date, the Class Certificate
Balances of the Senior Certificates of each related Group in the aggregate shall
be reduced or increased on each Distribution Date by the amount, if any,
necessary such that the aggregate of the Class Certificate Balances of all
outstanding Classes of Senior Certificates of such Group (after giving
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effect to the amounts to be distributed as distributions of principal on such
Distribution Date) equals the Adjusted Pool Amount (Non-PO Portion) for the
Related Loan Group for such Distribution Date.
Any such reduction or increase shall be allocated among the Senior
Certificates and Components (other than the Class IO Component and Class PO
Component related to Group 3) of the related Group, pro rata, based on their
Class Certificate Balances immediately prior to such Distribution Date until the
Class Certificate Balances thereof have been reduced to zero.
(c) Any reduction or increase in the Class Certificate Balance of a Class
of Certificates pursuant to Section 5.03(b) above shall be allocated among the
Certificates of such Class in proportion to their respective Percentage
Interests.
(d) The calculation of the amount to be distributed as principal to any
Class of Subordinate Certificates with respect to a Distribution Date (the
"Calculated Principal Distribution") shall be made prior to the allocation of
any Realized Losses for such Distribution Date; provided, however, the actual
payment of principal to the Classes of Certificates shall be made subsequent to
the allocation of Realized Losses for such Distribution Date. In the event that
after the allocation of Realized Losses for a Distribution Date, the Calculated
Principal Distribution for a Class of Subordinate Certificates is greater than
the Class Certificate Balance of such Class, the excess shall be distributed
first, sequentially, to the related Classes of Subordinate Certificates then
outstanding (beginning with the Class of related Subordinate Certificates then
outstanding with the lowest numerical designation) until the respective Class
Certificate Balance of each such Class is reduced to zero and then to the Senior
Certificates of the related Group or Groups, pro rata, in accordance with the
priorities set forth in Section 5.02(b)(i), (ii), (iii), (iv), (v) and (vi), as
applicable.
(i) With respect to Loan Group 1, after the Senior Credit Support
Depletion Date for Loan Group 1, on any Distribution Date on which the
Class 1-A-4 Loss Allocation Amount is greater than zero, the Class
Certificate Balance of the Class 1-A-4 Certificates will be reduced by the
Class 1-A-4 Loss Allocation Amount and, notwithstanding Section 5.03(b),
the Class Certificate Balances of the Class 1-A-1 and Class 1-A-2
Certificates will not be reduced by the Class 1-A-4 Loss Allocation Amount.
Any increase in the Class Certificate Balance allocated to either the
Class 1-A-1 or Class 1-A-2 Certificates pursuant to Section 5.03(b) will
instead increase the Class Certificate Balance of the Class 1-A-4
Certificates.
(ii) With respect to Loan Group 2, after the Senior Credit Support
Depletion Date for Loan Group 2:
(A) on any Distribution Date on which the Class 2-A-14 Loss
Allocation Amount is greater than zero, the Class Certificate Balance
of the Class 2-A-14 Certificates will be reduced by the Class 2-A-14
Loss Allocation Amount and, notwithstanding Section 5.03(b), the Class
Certificate Balances of the Class 2-A-11, Class 2-A-12 and Class
2-A-13 Certificates will not be reduced by the Class 2-A-14 Loss
Allocation Amount.
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Any increase in the Class Certificate Balance allocated to any of
the Class 2-A-11, Class 2-A-12 and/or Class 2-A-13 Certificates
pursuant to Section 5.03(b) will instead increase the Class
Certificate Balance of the Class 2-A-14 Certificates.
(B) on any Distribution Date on which the Class 2-A-16 Loss
Allocation Amount is greater than zero, the Class Certificate Balance
of the Class 2-A-16 Certificates will be reduced by the Class 2-A-16
Loss Allocation Amount and, notwithstanding Section 5.03(b), the Class
Certificate Balance of the Class 2-A-15 Certificates will not be
reduced by the Class 2-A-15 Loss Allocation Amount.
Any increase in the Class Certificate Balance allocated to the
Class 2-A-15 Certificates pursuant to Section 5.03(b) will instead
increase the Class Certificate Balance of the Class 2-A-16
Certificates.
(iii) With respect to Loan Group, after the Senior Credit Support
Depletion Date for Loan Group, on any Distribution Date on which the Class
3-A-2 Loss Allocation Amount is greater than zero, the Class Certificate
Balance of the Class 3-A-2 Certificates will be reduced by the Class 3-A-2
Loss Allocation Amount and, notwithstanding Section 5.03(b), the Class
Certificate Balance of the Class 3-A-1 Certificates will not be reduced by
the Class 3-A-2 Loss Allocation Amount.
Any increase in the Class Certificate Balance allocated to the Class
3-A-1 Certificates pursuant to Section 5.03(b) will instead increase the
Class Certificate Balance of the Class 3-A-2 Certificates.
(iv) With respect to Loan Group 4, after the Senior Credit Support
Depletion Date for Loan Group 4, on any Distribution Date on which the
Class 4-A-3 Loss Allocation Amount is greater than zero, the Class
Certificate Balance of the Class 4-A-3 Certificates will be reduced by the
Class 4-A-3 Loss Allocation Amount and, notwithstanding Section 5.03(b),
neither the Class Certificate Balance of the Class 4-A-2 Certificates nor
the Component Balance of the Class 4-4A1 Component will be reduced by the
Class 4-A-3 Loss Allocation Amount.
Any increase in the Class Certificate Balance allocated to the Class
4-A-2 Certificates and/or the Component Balances allocated to the Class
4-4A1 Components pursuant to Section 5.03(b) will instead increase the
Class Certificate Balance of the Class 4-A-3 Certificates.
(v) With respect to Loan Group 5, after the Senior Credit Support
Depletion Date for Loan Group 5, on any Distribution Date on which the
Class 5-A-2 Loss Allocation Amount is greater than zero, the Class
Certificate Balance of the Class 5-A-2 Certificates will be reduced by the
Class 5-A-2 Loss Allocation Amount and, notwithstanding Section 5.03(b),
neither the Class Certificate Balance of the Class 5-A-1 Certificates nor
the Component Balance of the Class 5-4A1 Component will be reduced by the
Class 5-A-2 Loss Allocation Amount.
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Any increase in the Class Certificate Balance allocated to the Class
5-A-1 Certificates and/or the Component Balance allocated to the Class
5-4A1 Component pursuant to Section 5.03(b) will instead increase the Class
Certificate Balance of the Class 5-A-1 Certificates.
(vi) With respect to Loan Group 6, after the Senior Credit Support
Depletion Date for Loan Group 6, on any Distribution Date on which the
Class 6-A-3 Loss Allocation Amount is greater than zero, the Class
Certificate Balance of the Class 6-A-3 Certificates will be reduced by the
Class 6-A-3 Loss Allocation Amount and, notwithstanding Section 5.03(b),
the Class Certificate Balance of the Class 6-A-2 Certificates will not be
reduced by the Class 6-A-3 Loss Allocation Amount.
Any increase in the Class Certificate Balance allocated to the Class 6-A-2
Certificates pursuant to Section 5.03(b) will instead increase the Class
Certificate Balance of the Class 6-A-3 Certificates.
(e) Notwithstanding any other provision of this Section 5.03, no Class
Certificate Balance of a Class will be increased on any Distribution Date such
that the Class Certificate Balance of a Class exceeds its Initial Class
Certificate Balance less all distributions of principal previously distributed
in respect of such Class on prior Distribution Dates (excluding in the case of
any Class of Subordinate Certificates any principal otherwise payable to such
Class of Subordinate Certificates but used to pay any related Class PO Deferred
Amount).
(f) With respect to any Distribution Date, Realized Losses allocated
pursuant to this Section 5.03 will be allocated to each Uncertificated
Lower-Tier Interest as described in Section 5.02 and to each Uncertificated
Intermediate Lower-Tier Interest in an amount equal to the Realized Losses
allocated to such Uncertificated Intermediate Lower-Tier Interest's
Corresponding Upper-Tier Class, Classes or Component.
Section 5.04 Statements to Certificateholders. (a)Prior to the Distribution
Date in each month, based upon the information provided to the Securities
Administrator on the Master Servicer's Certificate delivered to the Securities
Administrator pursuant to Section 4.01, the Securities Administrator shall
determine the following information with respect to such Distribution Date:
(i) the actual Distribution Date, the related Record Date, the Rate
Determination Date and the Interest Accrual Period for each Class for such
Distribution Date;
(ii) for each Loan Group, the related Pool Distribution Amount;
(iii) for each Loan Group, the amount of the Pool Distribution Amount
allocable to principal, separately identifying the aggregate amount of any
Principal Prepayments, Liquidation Proceeds and other components included
therein;
(iv) for each Loan Group, the amount of the Pool Distribution Amount
allocable to interest, any Class Unpaid Interest Shortfall and Component
Unpaid Interest
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Shortfall included in such distribution and any remaining Class Unpaid
Interest Shortfall and Component Unpaid Interest Shortfall after giving
effect to such distribution;
(v) if the distribution to the Holders of such Class of Certificates
is less than the full amount that would be distributable to such Holders if
there were sufficient funds available therefor, the amount of the shortfall
and the allocation thereof as between principal and interest;
(vi) the Class Certificate Balance of each Class of Certificates and
the Component Balance of each Component before and after giving effect to
the distribution of principal on such Distribution Date;
(vii) for each Loan Group, the Pool Stated Principal Balance for the
preceding Distribution Date and the related Distribution Date;
(viii) for each Loan Group, (A) the Senior Percentage, the Senior
Prepayment Percentage, the Subordinate Percentage and the Subordinate
Prepayment Percentage for such Distribution Date and (B) the Senior
Percentage, the Senior Prepayment Percentage, the Subordinate Percentage
and the Subordinate Prepayment Percentage for the following Distribution
Date;
(ix) the amount of the Servicing Fee paid to or retained by each
Servicer with respect to each Loan Group and such Distribution Date;
(x) the Pass-Through Rate for each such Class of Certificates with
respect to such Distribution Date;
(xi) for each Loan Group, the amount of Advances included in the
distribution on such Distribution Date and the aggregate amount of Advances
outstanding as of the close of business on the Determination Date
immediately preceding such Distribution Date;
(xii) for each Loan Group, the number and aggregate principal amounts
of Mortgage Loans (A) delinquent (exclusive of Mortgage Loans in
foreclosure or bankruptcy) 1 to 30 days, 31 to 60 days, 61 to 90 days, 91
to 120 days, and for each additional 30-day period thereafter (e.g. 121 to
150 days, 151 to 180 days, etc.) up to foreclosure, (B) in foreclosure, as
of the close of business on the last day of the calendar month preceding
such Distribution Date and (C) in bankruptcy, as of the close of business
on the last day of the calendar month preceding such Distribution Date;
(xiii) for each Loan Group, with respect to any Mortgage Loans that
became REO Properties during the preceding calendar month, the aggregate
number of such Mortgage Loans and the aggregate Stated Principal Balance of
such Mortgage Loans as of the close of business on the Determination Date
preceding such Distribution Date and the date of acquisition of the REO
Properties;
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(xiv) for each Loan Group, the total number and principal balance of
any REO Properties (and market value, if available) as of the close of
business on the Determination Date preceding such Distribution Date;
(xv) for each Loan Group, the aggregate amount of Realized Losses
incurred during the preceding calendar month and for each Group or any
Class PO Deferred Amounts for such Distribution Date;
(xvi) the Notional Amount for each Class of Interest Only Certificates
and the notional amount for each interest only Component for such
Distribution Date;
(xvii) for each Loan Group, the Reimbursement Amount;
(xviii) for each Loan Group, the amount of Recoveries, the Class PO
Recovery and the Non-PO Recovery;
(xix) for each Loan Group, the number of Mortgage Loans at the
beginning and end of the applicable reporting period, and the Net WAC and
weighted average remaining term;
(xx) unless such information is otherwise set forth in the Form 10-D
relating to such Distribution Date and provided that the Securities
Administrator is reasonably able to include such information in the
statement, material breaches of Mortgage Loan representations and
warranties of which the Securities Administrator has knowledge or has
received written notice; and
(xxi) unless such information is otherwise set forth in the Form 10-D
relating to such Distribution Date and provided that the Securities
Administrator is reasonably able to include such information in the
statement, material breaches of any covenants under this Agreement of which
the Securities Administrator has knowledge or has received written notice.
For all purposes of this Agreement, with respect to any Mortgage Loan,
delinquencies shall be determined and reported based on the so-called "MBA"
methodology for determining delinquencies on mortgage loans similar to the
Mortgage Loans. By way of example, a Mortgage Loan would be delinquent with
respect to a Scheduled Payment due on a Due Date if such Scheduled Payment is
not made by the close of business on the Mortgage Loan's next succeeding Due
Date, and a Mortgage Loan would be more than 30-days Delinquent with respect to
such Scheduled Payment if such Scheduled Payment were not made by the close of
business on the Mortgage Loan's second succeeding Due Date.
(b) No later than each Distribution Date, the Securities Administrator,
based upon information supplied to it on the Master Servicer's Certificate,
shall make available to each Holder of a Certificate, each Rating Agency and the
Master Servicer, a statement setting forth the information set forth in Section
5.04.
In the case of information furnished pursuant to clauses (iii) and (iv) of
Section 5.04, the amounts shall be expressed as a dollar amount per Certificate
with a $1,000 denomination.
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On each Distribution Date, the Securities Administrator shall prepare and
furnish to each Financial Market Service, in electronic or such other format and
media mutually agreed upon by the Securities Administrator, the Financial Market
Service and the Depositor, the information contained in the statement described
in Section 5.04 for such Distribution Date (a "Monthly Statement").
The Securities Administrator will make the Monthly Statement to
Certificateholders (and, at its option, any additional files containing the same
information in an alternative format) available each month to Certificateholders
and other parties to this Agreement via the Securities Administrator's Internet
website. The Securities Administrator's Internet website shall initially be
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 website are entitled to have a paper copy
mailed to them via first class mail by calling the customer service desk and
indicating such. The Securities Administrator shall have the right to change the
way the Monthly Statements to Certificateholders are distributed in order to
make such distribution more convenient and/or more accessible to the above
parties and the Securities Administrator shall provide timely and adequate
notification to all above parties regarding any such changes.
Within a reasonable period of time after the end of each calendar year, the
Securities Administrator shall furnish to each Person who at any time during the
calendar year was the Holder of a Certificate, if requested in writing by such
Person, a statement containing the information set forth in clauses (iii) and
(iv) of Section 5.04, in each case aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Securities Administrator shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Securities Administrator pursuant to any requirements of the
Code as from time to time in force.
The Securities Administrator shall deliver to the Holders of Certificates
any reports or information the Securities Administrator is required by this
Agreement or the Code, Treasury Regulations or REMIC Provisions to deliver to
the Holders of Certificates, and the Securities Administrator shall prepare and
provide to the Certificateholders (by mail, telephone, or publication as may be
permitted by applicable Treasury Regulations) such other reasonable information
as the Securities Administrator deems necessary or appropriate or is required by
the Code, Treasury Regulations, and the REMIC Provisions including, but not
limited to, (i) information to be reported to the Holder of the Residual
Certificate for quarterly notices on Schedule Q (Form 1066) (which information
shall be forwarded to the Holder of the Residual Certificate by the Securities
Administrator), (ii) information to be provided to the Holders of Certificates
with respect to amounts which should be included as interest and original issue
discount in such Holders' gross income and (iii) information to be provided to
all Holders of Certificates setting forth the percentage of each REMIC's assets,
determined in accordance with Treasury Regulations using a convention, not
inconsistent with Treasury Regulations, selected by the Securities Administrator
in its absolute discretion, that constitute real estate assets under Section 856
of the Code, and assets described in Section 7701(a)(19)(C) of the Code;
provided, however, that in setting forth the percentage of such assets of each
REMIC created hereunder, nothing contained in this Agreement, including without
limitation Section 7.03 hereof, shall be interpreted to require the Securities
Administrator periodically to appraise the fair market values
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of the assets of the Trust Estate or to indemnify the Trust Estate or any
Certificateholders from any adverse federal, state or local tax consequences
associated with a change subsequently required to be made in the Depositor's
initial good faith determinations of such fair market values (if subsequent
determinations are required pursuant to the REMIC Provisions) made from time to
time.
Section 5.05 Tax Returns and Reports to Certificateholders. (a) For federal
income tax purposes, each REMIC created hereunder shall have a taxable year
ending on December 31st and shall maintain its books on the accrual method of
accounting.
(b) The Securities Administrator shall prepare or cause to be prepared,
shall cause to be timely signed by the Trustee, and shall file or cause to be
filed with the Internal Revenue Service and applicable state or local tax
authorities income tax information returns for each taxable year with respect to
each REMIC created hereunder containing such information at the times and in the
manner as may be required by the Code, the Treasury Regulations or state or
local tax laws, regulations, or rules, and shall furnish or cause to be
furnished to each REMIC created hereunder and the Certificateholders the
schedules, statements or information at such times and in such manner as may be
required thereby. The Master Servicer shall provide on a timely basis to the
Securities Administrator or its designee such information with respect to the
assets of the Trust Estate as is in its possession and reasonably required by
the Securities Administrator to enable it to perform its obligations under this
Article V. Within 30 days of the Closing Date, the Securities Administrator
shall obtain for each REMIC created hereunder a taxpayer identification number
on Form SS-4 or as otherwise permitted by the Internal Revenue Service, and
shall furnish or cause to be furnished to the Internal Revenue Service, on Form
8811 or as otherwise required by the Code or the Treasury Regulations, the name,
title, address and telephone number of the person that Holders of the
Certificates may contact for tax information relating thereto, together with
such additional information at the time or times and in the manner required by
the Code or the Treasury Regulations. Such federal, state, or local income tax
or information returns shall be signed by the Trustee, or such other Person as
may be required to sign such returns by the Code, the Treasury Regulations or
state or local tax laws, regulations, or rules.
(c) In the first federal income tax return of each REMIC created hereunder
for its short taxable year ending December 31, 2006, REMIC status shall be
elected for such taxable year and all succeeding taxable years.
(d) The Securities Administrator will maintain or cause to be maintained
such records relating to each REMIC created hereunder, including but not limited
to records relating to the income, expenses, assets and liabilities of the Trust
Estate, and the initial fair market value and adjusted basis of the Trust Estate
property and assets determined at such intervals as may be required by the Code
or the Treasury Regulations, as may be necessary to prepare the foregoing
returns, schedules, statements or information.
Section 5.06 Tax Matters Person. The Tax Matters Person shall have the same
duties with respect to the applicable REMIC as those of a "tax matters partner"
under Subchapter C of Chapter 63 of Subtitle F of the Code. The Holder of the
Class 2-A-R Certificate is hereby designated as the Tax Matters Person for the
Upper-Tier REMIC, Intermediate Lower-Tier
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REMIC and the Lower-Tier REMIC. By its acceptance of the Class 2-A-R
Certificate, such Holder irrevocably appoints the Securities Administrator as
its agent to perform all of the duties of the Tax Matters Person for the
Upper-Tier REMIC, Intermediate Lower-Tier REMIC and the Lower-Tier REMIC.
Section 5.07 Rights of the Tax Matters Person in Respect of the Securities
Administrator. The Securities Administrator shall afford the Tax Matters Person,
upon reasonable notice during normal business hours, access to all records
maintained by the Securities Administrator in respect of its duties hereunder
and access to officers of the Securities Administrator responsible for
performing such duties. Upon request, the Securities Administrator shall furnish
the Tax Matters Person with its most recent report of condition published
pursuant to law or to the requirements of its supervisory or examining authority
publicly available. The Securities Administrator shall make available to the Tax
Matters Person such books, documents or records relating to the Securities
Administrator's services hereunder as the Tax Matters Person shall reasonably
request. The Tax Matters Person shall not have any responsibility or liability
for any action or failure to act by the Securities Administrator and is not
obligated to supervise the performance of the Securities Administrator under
this Agreement or otherwise.
Section 5.08 REMIC Related Covenants. For as long as any REMIC created
hereunder shall exist, the Trustee, the Securities Administrator, the Depositor
and the Master Servicer shall act in accordance herewith to assure continuing
treatment of each REMIC created hereunder as a REMIC and avoid the imposition of
tax on any REMIC created hereunder. In particular:
(a) Neither the Securities Administrator nor the Trustee shall create, or
permit the creation of, any "interests" in any REMIC created hereunder within
the meaning of Code Section 860D(a)(2) other than the interests represented by
the Regular Certificates, the Residual Certificate, the Uncertificated
Intermediate Lower-Tier Interests and the Uncertificated Lower-Tier Interests.
(b) Except as otherwise provided in the Code, (i) the Depositor and the
Master Servicer shall not contribute to the Trust Estate and the Trustee shall
not accept property unless substantially all of the property held in each REMIC
constitutes either "qualified mortgages" or "permitted investments" as defined
in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be
contributed, or deemed contributed, to any REMIC created hereunder after the
start-up day unless such contribution would not subject the Trust Estate to the
100% tax on contributions to a REMIC created hereunder after the start-up day of
such REMIC imposed by Code Section 860G(d).
(c) The Securities Administrator, on behalf of the Trust Estate of the
Trustee, shall not accept on behalf of any REMIC created hereunder any fee or
other compensation for services and none of the Securities Administrator, the
Trustee or the Master Servicer shall knowingly accept, on behalf of the Trust
Estate any income from assets other than those permitted to be held by a REMIC.
(d) Neither the Securities Administrator, on behalf of the Trust Estate or
the Trustee, nor the Trustee shall sell or permit the sale of all or any portion
of the Mortgage Loans (other
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than in accordance with Sections 2.02 or 2.04), unless such sale is pursuant to
a "qualified liquidation" of the applicable REMIC as defined in Code Section
860F(a)(4)(A) and in accordance with Article X.
(e) The Securities Administrator shall maintain books with respect to the
Trust and each REMIC created hereunder on a calendar year taxable year basis and
on an accrual basis.
None of the Master Servicer, the Securities Administrator or the Trustee shall
engage in a "prohibited transaction" (as defined in Code Section 860F(a)(2)),
except that, with the prior written consent of the Master Servicer and the
Depositor, the Securities Administrator may engage in the activities otherwise
prohibited by the foregoing paragraphs (b), (c) and (d); provided that the
Master Servicer shall have delivered to the Securities Administrator an Opinion
of Counsel to the effect that such transaction will not result in the imposition
of a tax on any REMIC created hereunder and will not disqualify any such REMIC
from treatment as a REMIC; and, provided further, that the Master Servicer shall
have demonstrated to the satisfaction of the Securities Administrator that such
action will not adversely affect the rights of the Holders of the Certificates
and the Securities Administrator and that such action will not adversely impact
the rating of the Certificates. None of the Master Servicer, the Securities
Administrator, the Trustee or any Servicer shall, unless the Mortgagor is in
default with respect to the Mortgage Loan or such default is, in the judgment of
the Servicer, reasonably foreseeable, permit any modification with respect to
any Mortgage Loan that would (i) change the Mortgage Rate, defer or forgive the
payment thereof of any principal or interest payments, reduce the Scheduled
Principal Balance (except for actual payments of principal) or extend the final
maturity date with respect to such Mortgage Loan, (ii) affect adversely the
status of any REMIC as a REMIC or (iii) cause any REMIC to be subject to a tax
on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions. Further, none of the Master Servicer, the Securities Administrator,
the Trustee or any Servicer shall permit any modification with respect to any
Mortgage Loan that would both (x) effect an exchange or reissuance of such
Mortgage Loan under Section 1.860G 2(b) of the Treasury regulations and (y)
cause any REMIC constituting part of the Trust Estate to fail to qualify as a
REMIC under the Code or the imposition of any tax on "prohibited transactions"
or "contributions" after the Startup Day under the REMIC Provisions.
Section 5.09 Determination of LIBOR. On each Rate Determination Date for a
Class of LIBOR Certificates, the Securities Administrator shall determine LIBOR
for the applicable Distribution Date on the basis of the British Bankers'
Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S.
Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate
Determination Date. As used herein, "Telerate page 3750" means the display
designated as page 3750 on the Reuters Telerate Service.
If on any Rate Determination Date for a Class of LIBOR Certificates, the
Securities Administrator is unable to determine LIBOR on the basis of the method
set forth in the preceding paragraph, LIBOR for the applicable Distribution Date
will be whichever is higher of (x) LIBOR as determined on the previous Rate
Determination Date for such Class of LIBOR Certificates or (y) the Reserve
Interest Rate. The "Reserve Interest Rate" will be the rate per annum which the
Securities Administrator determines to be either (A) the arithmetic mean
(rounding such arithmetic mean upwards if necessary to the nearest whole
multiple of 1/16%) of the one-month U.S. Dollar lending rates that New York City
banks selected by the Securities Administrator are
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quoting, on the relevant Rate Determination Date, to the principal London
offices of at least two leading banks in the London interbank market or (B) in
the event that the Securities Administrator can determine no such arithmetic
mean, the lowest one-month U.S. Dollar lending rate that the New York City banks
selected by the Securities Administrator are quoting on such Rate Determination
Date to leading European banks.
If on any Rate Determination Date for a Class of LIBOR Certificates, the
Securities Administrator is required but is unable to determine the Reserve
Interest Rate in the manner provided in the preceding paragraph, LIBOR for the
applicable Distribution Date will be LIBOR as determined on the previous Rate
Determination Date for such Class of LIBOR Certificates, or, in the case of the
first Rate Determination Date for which the Securities Administrator is required
to determine LIBOR, 4.4900%.
The establishment of LIBOR by the Securities Administrator and the
Securities Administrator's subsequent calculation of the rates of interest
applicable to each of the LIBOR Certificates in the absence of manifest error,
will be final and binding. After a Rate Determination Date, the Securities
Administrator shall provide the Pass-Through Rates of the LIBOR Certificates for
the related Distribution Date to Beneficial Owners or Holders of LIBOR
Certificates who place a telephone call to the Securities Administrator at (301)
815-6600 and make a request therefor.
Section 5.10 Master Servicer, Securities Administrator and Trustee
Indemnification. (a) In the event that any REMIC created hereunder fails to
qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or
local taxes as a result of a prohibited transaction or prohibited contribution
under the REMIC Provisions due solely to (i) the negligent performance by the
Trustee of its duties and obligations set forth herein or (ii) any state, local
or franchise taxes imposed upon the Trust Estate as a result of the location of
the Trustee or any co-trustee, the Trustee shall indemnify the Trust Estate
against any and all losses, claims, damages, liabilities or expenses ("Losses")
resulting from such negligence, including, without limitation, any reasonable
attorneys' fees imposed on or incurred as a result of a breach of the Trustee's
or any co-trustee's covenants.
(b) In the event that any REMIC created hereunder fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC
Provisions due solely to (i) the negligent performance by the Master Servicer of
its duties and obligations set forth herein or (ii) any state, local or
franchise taxes imposed upon the Trust Estate as a result of the location of the
Master Servicer, the Master Servicer shall indemnify the Trust Estate against
any and all Losses resulting from such negligence, including, without
limitation, any reasonable attorneys' fees imposed on or incurred as a result of
a breach of the Master Servicer's covenants.
(c) In the event that any REMIC created hereunder fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC
Provisions due solely to (i) the negligent performance by the Securities
Administrator of its duties and obligations set forth herein or (ii) any state,
local or franchise taxes imposed upon the Trust Estate as a result of the
location of the Securities Administrator, the Securities Administrator shall
indemnify the Trust Estate
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against any and all Losses resulting from such negligence, including, without
limitation, any reasonable attorneys' fees imposed on or incurred as a result of
a breach of the Securities Administrator's covenants.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates. The Classes of Senior Certificates and the
Subordinate Certificates shall be substantially in the forms attached hereto as
Exhibits 0-X-0, 0-X-0, 0-X-0, 0-X-0, 0-X-0, 0-X-X, 2-A-1, 2-A-2, 2-A-3, 0-X-0,
0-X-0, 0-X-0, 0-X-0, 0-X-0, 0-X-0, 2-A-10, 2-A-11, 2-A-12, 2-A-13, 2-A-14,
2-A-15, 2-A-16, 2-A-17, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-0, 0-X-0,
0-X-0, 0-X-0, 0-X-0, 0-X-0, 0-X-0, 0-X-0, 6-A-1, 6-A-2, 6-A-3, 6-A-4, X-0, X-0,
X-0, X-0, X-0, X-0, X-M-1, X-X-0, X-X-0, X-X-0, X-X-0, X-X-0, X-X-0, X-IO and
X-PO and C (reverse of all Certificates) and shall, on original issue, be
executed by the Securities Administrator and shall be authenticated and
delivered by the Securities Administrator to or upon the order of the Depositor
upon receipt by the Trustee of the documents specified in Section 2.01. The
Classes of Certificates shall be available to investors in minimum denominations
of initial Certificate Balance (or initial notional amount) and integral
multiples in excess thereof set forth in the Preliminary Statement. The Senior
Certificates (other than the Class 2-A-R Certificate) and the Class B-1, Class
B-2, Class B-3, Class X-B-1, Class X-B-2 and Class X-B-3 Certificates shall
initially be issued in book-entry form through the Depository and delivered to
the Depository or, pursuant to the Depository's instructions on behalf of the
Depository to, and deposited with, the Certificate Custodian, and all other
Classes of Certificates shall initially be issued in definitive,
fully-registered form.
The Certificates shall be executed by manual or facsimile signature on
behalf of the Securities Administrator by an authorized officer or signatory.
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures were affixed, authorized to sign on behalf of
the Securities Administrator shall bind the Securities Administrator,
notwithstanding that such individuals or any of them have ceased to be so
authorized prior to the execution and delivery of such Certificates or did not
hold such offices or positions at the date of such Certificate. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, unless such Certificate shall have been manually authenticated by the
Securities Administrator substantially in the form provided for herein, and such
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
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Section 6.02 Registration of Transfer and Exchange of Certificates. (a) The
Securities Administrator shall cause to be kept at an office or agency in the
city in which the Corporate Trust Office of the Securities Administrator is
located 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. The Securities Administrator shall initially serve as
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided.
(b) At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized denominations of a like Class, tenor and
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Securities Administrator shall execute and the
Securities Administrator shall authenticate and deliver the Certificates which
the Certificateholder making the exchange is entitled to receive. Every
Certificate presented or surrendered for transfer or exchange shall (if so
required by the Securities Administrator or the Certificate Registrar) be duly
endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by, the Holder thereof or its attorney duly authorized in writing.
(c) (i) Except as provided in paragraph (c)(iii) below, the Book-Entry
Certificates shall at all times remain registered in the name of the Depository
or its nominee and at all times: (A) registration of the Book-Entry Certificates
may not be transferred by the Securities Administrator except to another
Depository; (B) the Depository shall maintain book-entry records with respect to
the Certificate Owners and with respect to ownership and transfers of such
Book-Entry Certificates; (C) ownership and transfers of registration of the
Book-Entry Certificates on the books of the Depository shall be governed by
applicable rules established by the Depository; (D) the Depository may collect
its usual and customary fees, charges and expenses from its Depository
Participants; (E) the Securities Administrator shall deal with the Depository as
the representative of the Certificate Owners of the Book-Entry Certificates for
purposes of exercising the rights of Holders under this Agreement, and requests
and directions for and votes of the Depository shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; and
(F) the Securities Administrator may rely and shall be fully protected in
relying upon information furnished by the Depository with respect to its
Depository Participants and furnished by the Depository Participants with
respect to indirect participating firms and persons shown on the books of such
indirect participating firms as direct or indirect Certificate Owners.
(ii) All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate
Owner. Each Depository Participant shall only transfer Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for
which it acts as agent in accordance with the Depository's normal
procedures.
(iii) If the Depository advises the Securities Administrator in
writing that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository and the Securities
Administrator or the Depositor is unable to locate a qualified successor,
the Securities Administrator shall notify all Certificate Owners
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through the Depository, of the occurrence of such event and of the
availability of definitive, fully-registered Certificates (the "Definitive
Certificates") to such Certificate Owners requesting the same. Upon
surrender to the Securities Administrator of the related Class of
Certificates by the Depository (or by the Certificate Custodian, if it
holds such Class on behalf of the Depository), accompanied by the
instructions from the Depository for registration, the Securities
Administrator shall issue the Definitive Certificates. None of the Master
Servicer, the Depositor, the Securities Administrator or the Trustee shall
be liable for any delay in delivery of such instruction and may
conclusively rely on, and shall be protected in relying on, such
instructions. The Depositor shall provide the Securities Administrator with
an adequate inventory of certificates to facilitate the issuance and
transfer of Definitive Certificates. Upon the issuance of Definitive
Certificates, the Securities Administrator shall recognize the Holders of
the Definitive Certificates as Certificateholders hereunder.
(d) No transfer of a Private Certificate shall be made unless such transfer
is exempt from the registration requirements of the 1933 Act and any applicable
state securities laws or is made in accordance with the 1933 Act and such laws.
In the event of any such transfer, (i) unless such transfer is made in reliance
on Rule 144A under the 1933 Act, the Securities Administrator or the Depositor
may require a written Opinion of Counsel (which may be in-house counsel)
acceptable to and in form and substance reasonably satisfactory to the
Securities Administrator and the Depositor that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from the 1933 Act and such laws or is being made pursuant to the 1933
Act and such laws, which Opinion of Counsel shall not be an expense of the
Securities Administrator or the Depositor and (ii) the Securities Administrator
shall require a certificate from the Certificateholder desiring to effect such
transfer substantially in the form attached hereto as Exhibit G-1 and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached hereto either as Exhibit G-2A or as Exhibit G-2B, which
certificates shall not be an expense of the Securities Administrator or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Sponsor, their affiliates or both. The Depositor shall provide to
any Holder of a Private Certificate and any prospective transferees designated
by any such Holder, information regarding the related Certificates and the
Mortgage Loans and such other information as shall be necessary to satisfy the
condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such
certificate without registration thereof under the 1933 Act pursuant to the
registration exemption provided by Rule 144A. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Securities Administrator and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.
(e) No transfer of an ERISA Restricted Certificate shall be made unless the
transferee delivers to the Securities Administrator either (i) a representation
letter substantially in the form attached hereto as Exhibit H from the
transferee of such Certificate, which representation letter shall not be an
expense of the Depositor, the Trustee, the Securities Administrator or the
Master Servicer, or (ii) in the case of any ERISA Restricted Certificate (other
than the Class 2-A-R Certificate) presented for registration in the name of an
employee benefit plan or arrangement, including an individual retirement
account, subject to ERISA, the Code, or any federal, state or local law
("Similar Law") which is similar to ERISA or the Code (collectively, a "Plan"),
or a
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trustee or custodian of any of the foregoing, an Opinion of Counsel in form and
substance satisfactory to the Securities Administrator to the effect that the
purchase or holding of such ERISA Restricted Certificate by or on behalf of such
Plan will not constitute or result in a non-exempt prohibited transaction within
the meaning of ERISA, Section 4975 of the Code or Similar Law and will not
subject the Trustee, the Depositor, the Securities Administrator or the Master
Servicer to any obligation in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Securities
Administrator, the Trustee or the Master Servicer. Any transferee of an ERISA
Restricted Certificate that does not comply with either clause (i) or (ii) of
the preceding sentence will be deemed to have made one of the representations
set forth in Exhibit H. For purposes of clause (i) of the second preceding
sentence, such representation shall be deemed to have been made to the
Certificate Registrar by the acceptance by a Certificate Owner of a Book-Entry
Certificate of the beneficial interest in any such Class of ERISA-Restricted
Certificates, unless the Certificate Registrar shall have received from the
transferee an alternative representation or Opinion of Counsel acceptable in
form and substance to the Depositor. Notwithstanding anything else to the
contrary herein, any purported transfer of an ERISA Restricted Certificate to or
on behalf of a Plan without the delivery to the Securities Administrator of an
Opinion of Counsel satisfactory to the Securities Administrator as described
above shall be void and of no effect.
Neither the Securities Administrator nor the Certificate Registrar shall
have any liability for transfers of Book-Entry Certificates made through the
book-entry facilities of the Depository or between or among any Depository
Participants or Certificate Owners, made in violation of applicable
restrictions. The Securities Administrator may rely and shall be fully protected
in relying upon information furnished by the Depository with respect to its
Depository Participants and furnished by the Depository Participants with
respect to indirect participating firms and Persons shown on the books of such
indirect participating firms as direct or indirect Certificate Owners.
To the extent permitted under applicable law (including, but not limited
to, ERISA), the Securities Administrator shall be under no liability to any
Person for any registration of transfer of any ERISA Restricted Certificate that
is in fact not permitted by this Section 6.02 or for making any payments due on
such Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of this Agreement so long as the transfer
was registered by the Securities Administrator in accordance with the foregoing
requirements.
(f) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall promptly
notify the Securities Administrator of any change or impending change in
its status as a Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in a Residual
Certificate unless such Ownership Interest is a pro rata undivided
interest.
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(iii) In connection with any proposed transfer of any Ownership
Interest in a Residual Certificate, the Securities Administrator shall
require delivery to it, in form and substance satisfactory to it, of an
affidavit substantially in the form attached hereto as Exhibit I from the
proposed transferee.
(iv) Notwithstanding the delivery of an affidavit by a proposed
transferee under clause (iii) above, if a Responsible Officer of the
Securities Administrator has actual knowledge that the proposed transferee
is not a Permitted Transferee, no transfer of any Ownership Interest in a
Residual Certificate to such proposed transferee shall be effected.
(v) No Ownership Interest in a Residual Certificate may be purchased
by or transferred to any Person that is not a U.S. Person, unless (A) such
Person holds such Residual Certificate in connection with the conduct of a
trade or business within the United States and furnishes the transferor and
the Securities Administrator with an effective Internal Revenue Service
Form W-8ECI (or successor thereto) or (B) the transferee delivers to both
the transferor and the Securities Administrator an Opinion of Counsel from
a nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of a Residual Certificate
will not be disregarded for federal income tax purposes.
(vi) Any attempted or purported transfer of any Ownership Interest in
a Residual Certificate in violation of the provisions of this Section 6.02
shall be absolutely null and void and shall vest no rights in the purported
transferee. If any purported transferee shall, in violation of the
provisions of this Section 6.02, become a Holder of a Residual Certificate,
then the prior Holder of such Residual Certificate that is a Permitted
Transferee shall, upon discovery that the registration of transfer of such
Residual Certificate was not in fact permitted by this Section 6.02, be
restored to all rights as Holder thereof retroactive to the date of
registration of transfer of such Residual Certificate. The Securities
Administrator shall be under no liability to any Person for any
registration of transfer of a Residual Certificate that is in fact not
permitted by this Section 6.02 or for making any distributions due on such
Residual Certificate to the Holder thereof or taking any other action with
respect to such Holder under the provisions of the Agreement so long as the
transfer was registered in accordance with this Section 6.02. The
Securities Administrator shall be entitled to recover from any Holder of a
Residual Certificate that was in fact not a Permitted Transferee at the
time such distributions were made all distributions made on such Residual
Certificate. Any such distributions so recovered by the Securities
Administrator shall be distributed and delivered by the Securities
Administrator to the prior Holder of such Residual Certificate that is a
Permitted Transferee.
(vii) If any Person other than a Permitted Transferee acquires any
Ownership Interest in a Residual Certificate in violation of the
restrictions in this Section 6.02, then the Securities Administrator, based
on information provided to the Securities Administrator by the Master
Servicer, will provide to the Internal Revenue Service, and to the Persons
specified in Section 860E(e)(3) and (6) of the Code, information needed to
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compute the tax imposed under Section 860E(e) of the Code on transfers of
residual interests to disqualified organizations. The expenses of the
Securities Administrator under this clause (vii) shall be reimbursable by
the Trust.
(viii) No Ownership Interest in a Residual Certificate shall be
acquired by a Plan or any Person acting on behalf of a Plan.
(g) No service charge shall be imposed for any transfer or exchange of
Certificates of any Class, but the 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.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (b) there is delivered to the Securities
Administrator, the Trustee, the Depositor and the Certificate Registrar such
security or indemnity reasonably satisfactory to each, to save each of them
harmless, then, in the absence of actual notice to the Securities Administrator
or the Certificate Registrar that such Certificate has been acquired by a bona
fide purchaser, the Securities Administrator shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the 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 and the Certificate Registrar)
connected therewith. Any duplicate Certificate issued pursuant to this Section
shall constitute complete and indefeasible evidence of ownership in the Trust,
as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.
Section 6.04 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Master Servicer,
the Trustee, the Securities Administrator, the Certificate Registrar and any
agent of the Depositor, the Master Servicer, the Trustee, the Securities
Administrator or the Certificate Registrar may treat the Person in whose name
any Certificate is registered as the owner of such Certificate for the purpose
of receiving distributions pursuant to Section 5.01 and for all other purposes
whatsoever, and none of the Depositor, the Master Servicer, the Trustee, the
Securities Administrator, the Certificate Registrar or any agent of the
Depositor, the Master Servicer, the Trustee, the Securities Administrator or the
Certificate Registrar shall be affected by notice to the contrary.
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ARTICLE VII
THE DEPOSITOR AND THE MASTER SERVICER
Section 7.01 Respective Liabilities of the Depositor and the Master
Servicer. The Depositor and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically and
respectively imposed upon and undertaken by the Depositor and the Master
Servicer herein. By way of illustration and not limitation, the Depositor is not
liable for the master servicing and administration of the Mortgage Loans, nor is
it obligated by Section 8.01 to assume any obligations of the Master Servicer or
to appoint a designee to assume such obligations, nor is it liable for any other
obligation hereunder that it may, but is not obligated to, assume unless it
elects to assume such obligation in accordance herewith.
Section 7.02 Merger or Consolidation of the Depositor or the Master
Servicer. The Depositor and the Master Servicer will each keep in full effect
its existence, rights and franchises as a separate entity under the laws
governing its organization, and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
Any Person into which the Depositor or the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Depositor or the Master Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Master Servicer, shall be the
successor of the Depositor or the Master Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
Xxxxxx Xxx or Xxxxxxx Mac.
In connection with the succession to the Master Servicer under this
Agreement by any Person (i) into which the Master Servicer may be merged or
consolidated, or (ii) which may be appointed as a successor to the Master
Servicer, the Master Servicer shall notify the Depositor of such succession or
appointment and shall furnish to the Depositor and the Securities Administrator
in writing and in form and substance reasonably satisfactory to the Depositor
and the Securities Administrator, all information reasonably necessary for the
Securities Administrator to accurately and timely report, pursuant to Section
3.22(d), the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if
such reports under the Exchange Act are required to be filed under the Exchange
Act).
Section 7.03 Limitation on Liability of the Depositor, the Master Servicer
and Others. None of the Depositor, the Master Servicer or any of the directors,
officers, employees or agents of the Depositor or of the Master Servicer shall
be under any liability to the Trust Estate or the Certificateholders for any
action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Master Servicer or any such
Person against any breach of warranties or representations made herein or any
liability which would otherwise be
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imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Depositor, the Master Servicer and any director, officer,
employee or agent of the Depositor or 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. The Depositor, the Master
Servicer and any director, officer, employee or agent of the Depositor or the
Master Servicer shall be indemnified by the Trust Estate and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder. Neither of the Depositor nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Depositor or the Master Servicer may in its discretion undertake any such action
which it may deem necessary or desirable in respect to this Agreement and the
rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Estate (except any expenses, costs or liabilities
incurred as a result of any breach of representations or warranties of the
related party or by reason of willful misfeasance, bad faith or gross negligence
in the performance of duties of such party hereunder or by reason of reckless
disregard of obligations and duties of such party hereunder), and the Depositor
and the Master Servicer shall each be entitled to be reimbursed therefor out of
amounts attributable to the Mortgage Loans on deposit in the Master Servicer
Custodial Account as provided by Section 3.11.
Section 7.04 Depositor and Master Servicer Not to Resign. Subject to the
provisions of Section 7.02, neither the Depositor nor the Master Servicer shall
resign from its respective obligations and duties hereby imposed on it except
upon determination that its duties hereunder are no longer permissible under
applicable law. Any such determination permitting the resignation of the
Depositor or the Master Servicer shall be evidenced by an Opinion of Counsel to
such effect delivered to the Securities Administrator. No such resignation by
the Master Servicer shall become effective until the Securities Administrator or
a successor Master Servicer shall have assumed such Master Servicer's
responsibilities and obligations in accordance with Section 8.05 hereof.
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default. If any one of the following events ("Events
of Default") shall occur and be continuing:
(a) any failure by the Master Servicer to remit amounts to the Securities
Administrator for deposit into the Certificate Account in the amount and manner
provided herein so as to enable the Securities Administrator to distribute to
Holders of Certificates any payment
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required to be made under the terms of such Certificates and this Agreement
which continues unremedied by 12:00 P.M. New York time on the related
Distribution Date; or
(b) failure on the part of the Master Servicer duly to observe or perform
in any material respect any other covenants or agreements of the Master Servicer
set forth in the Certificates or in this Agreement, which covenants and
agreements continue unremedied for a period of 30 days after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Master Servicer by the Securities Administrator, the Trustee
or the Depositor, or to the Master Servicer, the Depositor, the Securities
Administrator and the Trustee by the Holders of Certificates evidencing Voting
Rights aggregating not less than 25% of all Certificates affected thereby; or
(c) the entry of a decree or order by a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings against the Master
Servicer, or for the winding up or liquidation of the Master Servicer's affairs,
and the continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days; or
(d) the consent by the Master Servicer to the appointment of a conservator
or receiver or liquidator in any insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings of or relating to the Master
Servicer or of or relating to substantially all of its property; or the Master
Servicer shall admit in writing its inability to pay its debts generally as they
become due, file a petition to take advantage of any applicable insolvency or
reorganization statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(e) failure by the Master Servicer to duly perform, within the required
time period, its obligations under Section 3.20, Section 3.21 or Section 3.22;
or
(f) failure by the Master Servicer to make a Periodic Advance required to
be made by it pursuant to Section 3.19 by 5:00 P.M. New York time on the
Business Day preceding the related Distribution Date.
then, (i) in the case of Event of Default described in clauses (a) through (e)
hereof, so long as such Event of Default is actually known by a Responsible
Officer of the Trustee or the Depositor and shall not have been remedied by the
Master Servicer, either the Trustee or the Depositor may, and at the direction
of the Holders of Certificates evidencing Voting Rights aggregating not less
than 51% of all Certificates affected thereby shall, by notice then given in
writing to the Master Servicer (and to the Trustee, if given by the Depositor,
and to the Depositor, if given by the Trustee), terminate all of the rights and
obligations of the Master Servicer under this Agreement and (ii) in the case of
an Event of Default described in clause (f) hereof, so long as such event is
known by a Responsible Officer of the Trustee, the Trustee shall be obligated to
make such Periodic Advance and then, so long as such Event of Default shall not
have been remedied by 5:00 P.M. New York time on the related Distribution Date
(including the reimbursement to the Trustee by the Master Servicer, with
interest thereon at the Prime Rate (as set forth in The Wall Street Journal),
for any Periodic Advance made), the Trustee may, by
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notice given in writing to the Master Servicer and the Depositor, terminate all
of the rights and obligations of the Master Servicer under this Agreement. On or
after the receipt by the Master Servicer of such written notice and subject to
Section 8.05, all authority and power of the Master Servicer under this
Agreement, whether with respect to the Certificates or the Mortgage Loans or
otherwise, shall pass to and be vested in the Trustee pursuant to and under this
Section 8.01 and Section 8.05, unless and until such time as the Trustee shall
appoint a successor Master Servicer pursuant to Section 8.05, and, without
limitation, the Trustee 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 of the applicable
Mortgage Loans and related documents, or otherwise, including, without
limitation, the recordation of the assignments of the applicable Mortgage Loans
to it. The Master Servicer agrees to cooperate with the Trustee in effecting the
termination of the responsibilities and rights of the Master Servicer hereunder,
including, without limitation, the transfer to the Trustee for the
administration by it of all cash amounts that have been deposited by the Master
Servicer in the Master Servicer Custodial Account or thereafter received by the
Master Servicer with respect to the Mortgage Loans. Upon obtaining notice or
knowledge of the occurrence of any Event of Default, the Person obtaining such
notice or knowledge shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency. All costs and expenses (including attorneys'
fees) incurred in connection with transferring the master servicing data and
information to the successor Master Servicer and amending this Agreement to
reflect such succession as Master Servicer pursuant to this Section 8.01 shall
be paid by the predecessor Master Servicer (unless the predecessor Master
Servicer is the Trustee, in which event the previous Master Servicer shall be
responsible for payment of such costs and expenses so long as the transfer of
servicing is not the result of an Event of Default on the part of the Trustee in
its capacity as the predecessor Master Servicer). Notwithstanding the
termination of the Master Servicer pursuant hereto, the Master Servicer shall
remain liable for any causes of action arising out of any Event of Default
occurring prior to such termination, subject to the terms and conditions of this
Agreement.
Section 8.02 Remedies of Trustee. During the continuance of any Event of
Default, so long as such Event of Default shall not have been remedied, the
Trustee, in addition to the rights specified in Section 8.01, shall have the
right, in its own name as trustee of an express trust, to take all actions now
or hereafter existing at law, in equity or by statute to enforce its rights and
remedies and to protect the interests, and enforce the rights and remedies, of
the Certificateholders (including the institution and prosecution of all
judicial, administrative and other proceedings and the filing of proofs of claim
and debt in connection therewith). Except as otherwise expressly provided in
this Agreement, no remedy provided for by this Agreement shall be exclusive of
any other remedy, and each and every remedy shall be cumulative and in addition
to any other remedy and no delay or omission to exercise any right or remedy
shall impair any such right or remedy or shall be deemed to be a waiver of any
Event of Default.
Section 8.03 Directions by Certificateholders and Duties of Trustee During
Event of Default. During the continuance of any Event of Default, Holders of
Certificates evidencing Voting Rights aggregating not less than 25% (or such
other percentage as may be required herein) of each Class of Certificates
affected thereby may direct the time, method and place of
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conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this
Agreement (including, without limitation, (a) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto, and (b) the
terminating of the Master Servicer or any successor Master Servicer from its
rights and duties as master servicer hereunder) at the request, order or
direction of any of the Certificateholders, unless such Certificateholders shall
have offered to the Trustee reasonable security or indemnity satisfactory to it
against the costs, expenses and liabilities which may be incurred therein or
thereby and, provided further, that, subject to the provisions of Section 9.01,
the Trustee shall have the right to decline to follow any such direction if the
Trustee, based upon an Opinion of Counsel, determines that the action or
proceeding so directed may not lawfully be taken or if the Trustee in good faith
determines that the action or proceeding so directed would subject the Trustee
to a risk of personal liability or be unjustly prejudicial to the non-assenting
Certificateholders.
Section 8.04 Action upon Certain Failures of the Master Servicer and upon
Event of Default. In the event that a Responsible Officer of the Trustee shall
have actual knowledge of any failure of the Master Servicer specified in Section
8.01(a) or (b) which would become an Event of Default upon such Master
Servicer's failure to remedy the same after notice, the Trustee shall give
notice thereof to the Master Servicer. If a Responsible Officer of the Trustee
shall have knowledge of an Event of Default, the Trustee shall give prompt
written notice thereof to the Securities Administrator and the Securities
Administrator shall give prompt written notice thereof to the Certificateholders
in accordance with Section 8.01.
Section 8.05 Trustee to Act; Appointment of Successor. (a) Within 90 days
of the time the Master Servicer (and the Trustee if such notice of termination
is delivered by the Depositor) receives a notice of termination pursuant to
Section 8.01, the Trustee (or other named successor) shall be the successor in
all respects to the Master Servicer in its capacity as master servicer under
this Agreement and the transactions set forth or provided for herein and shall
be subject to all the responsibilities, duties and liabilities relating thereto
placed on the Master Servicer by the terms and provisions hereof and thereof, as
applicable, or shall appoint a successor pursuant to Section 3.07.
Notwithstanding the foregoing, (i) the parties hereto agree that the Trustee, in
its capacity as successor Master Servicer, immediately will assume all of the
obligations of the Master Servicer to make advances (including, without
limitation, Advances pursuant to Section 3.19) under this Agreement, (ii) the
Trustee, in its capacity as successor Master Servicer, shall not be responsible
for the lack of information and/or documents that it cannot obtain through
reasonable efforts and (iii) under no circumstances shall any provision of this
Agreement be construed to require the Trustee (a) acting in its capacity as
successor to the Master Servicer in its obligation to make advances (including
Advances pursuant to Section 3.19) to advance, expend or risk its own funds or
otherwise incur any financial liability in the performance of its duties
hereunder if it shall have reasonable grounds for believing that such funds are
non-recoverable, (b) to be liable for any losses of the Master Servicer or any
acts or omissions of the predecessor Master Servicer hereunder, (c) to be
obligated to make Advances if it is prohibited from doing so by applicable law,
(d) to be obligated to effectuate repurchases or substitutions of the Mortgage
Loans hereunder or (e) to be obligated to perform any obligation of the Master
Servicer under Section 3.20, Section 3.21 or Section 3.22 with respect to any
period of time during which the Trustee was not the Master Servicer. Subject to
Section 8.05(b), as
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compensation therefor, the Trustee shall be entitled to such compensation as the
terminated Master Servicer would have been entitled to hereunder if no such
notice of termination had been given, except for those amounts due to the Master
Servicer as reimbursement for Advances previously made or amounts previously
expended and are otherwise reimbursable hereunder. Notwithstanding the above,
the Trustee may, if it shall be unwilling so to act, or shall, if it is legally
unable so to act, appoint, or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution having a net worth
of not less than $10,000,000 as the successor to the terminated Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder; provided, however, that any
such institution appointed as a successor Master Servicer shall not, as
evidenced in writing by each Rating Agency, adversely affect the then current
rating of any Class of Certificates immediately prior to the termination of the
terminated Master Servicer. The appointment of a successor Master Servicer shall
not affect any liability of the predecessor Master Servicer which may have
arisen under this Agreement prior to its termination as Master Servicer, nor
shall any successor Master Servicer be liable for any acts or omissions of the
predecessor Master Servicer or for any breach by the Master Servicer of any of
its representations or warranties contained herein or in any related document or
agreement. Pending appointment of a successor to a terminated Master Servicer
hereunder, unless the Trustee is prohibited by law from so acting, the Trustee
shall act in such capacity as provided above. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. All Master Servicing Transfer Costs shall be
paid by the predecessor Master Servicer (unless the predecessor Master Servicer
is the Trustee, in which event the previous Master Servicer shall be responsible
for payment of such costs and expenses so long as the transfer of servicing is
not the result of an Event of Default on the part of the Trustee in its capacity
as the predecessor Master Servicer) upon presentation of reasonable
documentation of such costs, and if such predecessor Master Servicer defaults in
its obligation to pay such costs, such costs shall be paid by the successor
Master Servicer or the Trustee (in which case the successor Master Servicer or
the Trustee shall be entitled to reimbursement therefor from the assets of the
Trust).
(b) In connection with the appointment of a successor Master Servicer or
the assumption of the duties of the Master Servicer, as specified in Section
8.05(a), the Trustee may make such arrangements for the compensation of such
successor as it and such successor shall agree; provided, however, that such
compensation shall not exceed the compensation of the Master Servicer being
replaced.
(c) Any successor, including the Trustee, to the Master Servicer as master
servicer shall during the term of its service as master servicer maintain in
force (i) a policy or policies of insurance covering errors and omissions in the
performance of its obligations as master servicer hereunder and (ii) a fidelity
bond in respect of its officers, employees and agents to the same extent as the
Master Servicer is so required pursuant to Section 3.03.
Section 8.06 Notification to Certificateholders. Upon any termination or
appointment of a successor to the Master Servicer pursuant to this Article VIII,
the Securities Administrator shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency.
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ARTICLE IX
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01 Duties of Trustee and Securities Administrator. (a) The
Trustee and the Securities Administrator, prior to the occurrence of an Event of
Default and after the curing or waiver of all Events of Default which may have
occurred, 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. In case an Event of Default has occurred
of which a Responsible Officer of the Trustee shall have actual knowledge (which
has not been cured or waived), the Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and skill
in their exercise as a reasonably prudent investor would exercise or use under
the circumstances in the conduct of such investor's own affairs. In case an
Event of Default has occurred of which a Responsible Officer of the Securities
Administrator shall have actual knowledge (which has not been cured or waived),
the Securities Administrator shall exercise such of the rights and powers vested
in it by this Agreement, and use the same degree of care and skill in their
exercise as a reasonably prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs.
The Trustee and the Securities Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee and the Securities Administrator
which are specifically required to be furnished pursuant to any provision of
this Agreement, shall examine them to determine whether they conform to the
requirements of this Agreement; provided, however, that neither the Trustee nor
the Securities Administrator shall be responsible for the accuracy of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Master Servicer or the Depositor hereunder.
(b) No provision of this Agreement shall be construed to relieve the
Trustee or the Securities Administrator from liability for its own grossly
negligent action, its own grossly negligent failure to act or its own willful
misfeasance; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred, the
duties and obligations of the Trustee and the Securities Administrator
shall be determined solely by the express provisions of this Agreement, the
Trustee and the Securities Administrator shall not be liable except for the
performance of such duties and obligations as are specifically set forth in
this Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and the Securities Administrator and, in the
absence of bad faith on the part of the Trustee and the Securities
Administrator, the Trustee and the Securities Administrator may
conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or opinions furnished
to the Trustee and the Securities Administrator by the Depositor or the
Master Servicer and which on their face, do not contradict the requirements
of this Agreement;
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(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
grossly negligent in ascertaining the pertinent facts;
(iii) The Trustee and the Securities Administrator shall not be
personally liable with respect to any action taken, suffered or omitted to
be taken by it in good faith in accordance with the direction of
Certificateholders as provided in Section 8.03;
(iv) The Trustee shall not be charged with knowledge of any default or
an Event of Default under Section 8.01 unless a Responsible Officer of the
Trustee obtains actual knowledge of such default or Event of Default or any
Responsible Officer of the Trustee receives written notice of such default
or Event of Default at its Corporate Trust Office from the Master Servicer,
the Securities Administrator, the Depositor or any Certificateholder. The
Securities Administrator shall not be charged with knowledge of any default
or an Event of Default under Section 8.01 unless a Responsible Officer of
the Securities Administrator obtains actual knowledge of such failure or
event or any Responsible Officer of the Securities Administrator receives
written notice of such default or Event of Default at its Corporate Trust
Office from the Master Servicer, the Trustee, the Depositor or any
Certificateholder; and
(v) No provision in this Agreement shall require the Trustee or the
Securities Administrator to expend or risk its own funds or otherwise incur
any personal financial liability in the performance of any of its duties as
Trustee or Securities Administrator hereunder, or in the exercise of any of
its rights or powers, if the Trustee or the Securities Administrator shall
have reasonable grounds for believing that repayment of funds or adequate
indemnity or security satisfactory to it against such risk or liability is
not reasonably assured to it and none of the provisions contained in this
Agreement shall in any event require 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.
(c) Subject to the conditions set forth in this Section 9.01(c), the
Securities Administrator is permitted to utilize one or more Subcontractors to
perform certain of its obligations hereunder. The Securities Administrator shall
promptly upon request provide to the Depositor a written description (in form
and substance satisfactory to the Depositor) of the role and function of each
Subcontractor utilized by the Securities Administrator, specifying (i) the
identity of each such Subcontractor that is a Servicing Function Participant and
(ii) which elements of the Servicing Criteria will be addressed in Assessments
of Compliance provided by each Servicing Function Participant. As a condition to
the utilization by the Securities Administrator of any Servicing Function
Participant, the Securities Administrator shall cause any such Servicing
Function Participant for the benefit of the Depositor to comply with the
provisions of Section 3.20 of this Agreement to the same extent as if such
Servicing Function Participant were the Securities Administrator. The Securities
Administrator shall be responsible for obtaining from each such Servicing
Function Participant and delivering to the applicable Persons any Assessment of
Compliance and related Attestation Report required to be delivered by such
Servicing Function Participant under Section 3.20, in each case as and when
required to be delivered.
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Notwithstanding the foregoing, if the Securities Administrator engages a
Subcontractor in connection with the performance of any of its duties under this
Agreement, the Securities Administrator shall be responsible for determining
whether such Subcontractor is an Additional Servicer.
The Securities Administrator shall indemnify the Depositor, the Sponsor,
the Trustee, the Master Servicer and any of their respective directors,
officers, employees or agents and hold them harmless against any and all claims,
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees and expenses that
any of them may sustain in any way related to a breach of the Securities
Administrator's obligation set forth in the preceding paragraph or the failure
of the Securities Administrator to perform any of its obligations under Section
3.20, Section 3.21, Section 3.22 or this Section 9.01(c).
Section 9.02 Certain Matters Affecting the Trustee and the Securities
Administrator. Except as otherwise provided in Section 9.01:
(i) The Trustee and the Securities Administrator may request and rely
upon and shall be protected in acting or refraining from acting upon any
resolution, Officer's Certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties and the manner of obtaining consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be
subject to the reasonable regulations as the Trustee and the Securities
Administrator, as applicable, may prescribe;
(ii) The Trustee and the Securities Administrator may consult with
counsel and any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such Opinion of Counsel;
(iii) 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 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 or the
Securities Administrator, as the case may be, reasonable security or
indemnity satisfactory to it against the costs, expenses and liabilities
which may be incurred therein or thereby; however, subject to Section
9.01(b)(v), nothing contained herein shall relieve the Trustee or the
Securities Administrator of the obligation, upon the occurrence of an Event
of Default (which has not been cured or waived), to exercise such of the
rights and powers vested in it by this Agreement, and to use the same
degree of care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such investor's
own affairs;
(iv) Neither the Trustee nor the Securities Administrator shall be
personally liable for any action taken, suffered or omitted by it in good
faith and believed by it to be
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authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and after
the curing or waiving of all Events of Default which may have occurred,
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 so to do by Holders of Certificates of any Class evidencing, as
to such Class, Percentage Interests, aggregating not less than 50%;
provided, however, that if the payment within a reasonable time to the
Trustee or the Securities Administrator 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, not 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, as the case
may be, may require reasonable indemnity or security satisfactory to it
against such expense or liability or payment of such estimated expenses as
a condition to so proceeding;
(vi) The Trustee and the Securities Administrator may each execute any
of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents, attorneys, accountants, custodian or
independent contractor; and
(vii) 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 answerable for other than its gross negligence or
willful misconduct in the performance of any such act.
Section 9.03 Neither Trustee nor Securities Administrator Liable for
Certificates or Mortgage Loans. The recitals contained herein and in the
Certificates (other than the execution of, and the authentication on the
Certificates) shall be taken as the statements of the Depositor or the Master
Servicer, as applicable, and neither the Trustee nor the Securities
Administrator assumes responsibility for their correctness. Neither the Trustee
nor the Securities Administrator makes any representations as to the validity or
sufficiency of this Agreement or of the Certificates or any Mortgage Loans save
that the Trustee and the Securities Administrator represent that, assuming due
execution and delivery by the other parties hereto, this Agreement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms,
subject, as to enforcement of remedies, to applicable insolvency, receivership,
moratorium and other laws affecting the rights of creditors generally, and to
general principles of equity and the discretion of the court (regardless of
whether enforcement of such remedies is considered in a proceeding in equity or
at law).
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
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Trust or its ability to generate the payments to be distributed to
Certificateholders under this Agreement, including, without limitation: the
existence, condition and ownership of any Mortgaged Property; the existence and
enforceability of any hazard insurance thereon (other than if the Trustee shall
assume the duties of the Master Servicer pursuant to Section 8.05 and thereupon
only for the acts or omissions of the Trustee as the successor to the Master
Servicer); the validity of the assignment of any Mortgage Loan to the Trustee or
of any intervening assignment; the completeness of any Mortgage Loan; the
performance or enforcement of any Mortgage Loan (other than if the Trustee shall
assume the duties of the Master Servicer pursuant to Section 8.05 and thereupon
only for the acts or omissions of the Trustee as successor to the Master
Servicer); the compliance by the Depositor or the Master Servicer with any
warranty or representation made under this Agreement or in any related document
or the accuracy of any such warranty or representation; any investment of monies
by or at the direction of the Master Servicer or any loss resulting therefrom,
it being understood that the Trustee and the Securities Administrator shall
remain responsible for any Trust property that it may hold in its individual
capacity; the acts or omissions of any of the Depositor, the Master Servicer
(other than if the Trustee shall assume the duties of the Master Servicer
pursuant to Section 8.05 and thereupon only for the acts or omissions of the
Trustee as successor to the Master Servicer), or any Mortgagor; any action of
the Master Servicer (other than if the Trustee shall assume the duties of the
Master Servicer pursuant to Section 8.05 and thereupon only for the acts or
omissions of the Trustee as successor to the Master Servicer) taken in the name
of the Trust or the Securities Administrator; the failure of the Master Servicer
to act or perform any duties required of it as agent of the Trust or the
Securities Administrator hereunder; or any action by the Trustee or the
Securities Administrator taken at the instruction of the Master Servicer (other
than if the Trustee shall assume the duties of the Master Servicer pursuant to
Section 8.05 and thereupon only for the acts or omissions of the Trustee as
successor to the Master Servicer); provided, however, that the foregoing shall
not relieve the Trustee or the Securities Administrator of its obligation to
perform its duties under this Agreement, including, without limitation, the
Trustee's review of the Mortgage Files pursuant to Section 2.02. The Trustee
shall file any continuation statement with respect to any financing statement
for which the Trustee is the secured party in any public office at any time
required to maintain the perfection of any security interest or lien granted to
it hereunder.
Section 9.04 Trustee and Securities Administrator May Own Certificates.
Each of the Trustee and the Securities Administrator in their individual or any
other capacities may become the owner or pledgee of Certificates with the same
rights it would have if it were not Trustee or the Securities Administrator and
may otherwise deal with the Master Servicer or any of its affiliates with the
same right it would have if it were not the Trustee or the Securities
Administrator.
Section 9.05 Eligibility Requirements for Trustee and the Securities
Administrator. The Trustee and the Securities Administrator hereunder shall at
all times be (a) an institution the deposits of which are fully insured by the
FDIC and (b) a corporation or banking association organized and doing business
under the laws of the United States of America or of any State, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of not less than $50,000,000.00 and subject to supervision or
examination by Federal or State authority and (c) with respect to every
successor trustee or securities administrator hereunder either an institution
(i) the long-term unsecured debt obligations of which are rated at
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least "A" by Fitch and S&P or (ii) whose serving as Trustee or Securities
Administrator hereunder would not result in the lowering of the ratings
originally assigned to any Class of Certificates. The Trustee shall not be an
affiliate of the Depositor, the Master Servicer or any Servicer. If such
corporation or banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 9.05, the combined
capital and surplus of such corporation or banking association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. The principal office of the Trustee and the Securities
Administrator (other than the initial Trustee or Securities Administrator) shall
be in a state with respect to which an Opinion of Counsel has been delivered to
such Trustee at the time such Trustee or Securities Administrator is appointed
Trustee or Securities Administrator to the effect that the Trust will not be a
taxable entity under the laws of such state. In case at any time the Trustee or
the Securities Administrator shall cease to be eligible in accordance with the
provision of this Section 9.05, the Trustee or the Securities Administrator, as
the case may be, shall resign immediately in the manner and with the effect
specified in Section 9.06.
The Securities Administrator (i) may not be an originator, the Master
Servicer, Servicer, the Depositor or an affiliate of the Depositor unless the
Securities Administrator is in an institutional trust department, (ii) must be
authorized to exercise corporate trust powers under the laws of its jurisdiction
of organization, and (iii) must be rated at least "F1" by Fitch and "A-1" by S&P
(or such other rating acceptable to Fitch and S&P pursuant to a ratings
confirmation). If no successor Securities Administrator shall have been
appointed and shall have accepted appointment within 60 days after the
Securities Administrator ceases to be the Securities Administrator pursuant to
this Section 9.05, then the Trustee shall perform the duties of the Securities
Administrator pursuant to this Agreement. Notwithstanding the above, the Trustee
may, if it shall be unwilling so to act, or shall, if it is legally unable so to
act, appoint, or petition a court of competent jurisdiction to appoint, an
institution qualified under Section 9.05 hereof as the successor to the
Securities Administrator hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of a Securities Administrator hereunder;
provided, however, that any such institution appointed as successor Securities
Administrator shall not, as evidenced in writing by each Rating Agency,
adversely affect the then current rating of any Class of Certificates
immediately prior to the termination of the Securities Administrator. The
Trustee shall notify the Rating Agencies of any change of the Securities
Administrator.
Section 9.06 Resignation and Removal of Trustee and the Securities
Administrator. The Trustee or the Securities Administrator may at any time
resign and be discharged from the trust hereby created by giving written notice
thereof to the Master Servicer and the Depositor and mailing a copy of such
notice to all Holders of record. The Trustee or the Securities Administrator, as
applicable, shall also mail a copy of such notice of resignation to each Rating
Agency. Upon receiving such notice of resignation, the Depositor shall use its
best efforts to promptly appoint a mutually acceptable successor Trustee or
Securities Administrator, as applicable, by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Trustee or
Securities Administrator, as applicable, and one copy to the successor Trustee
or Securities Administrator, as applicable. If no successor Trustee or
Securities Administrator, as the case may be, shall have been so appointed and
shall have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning Trustee
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or Securities Administrator may petition any court of competent jurisdiction for
the appointment of a successor Trustee or Securities Administrator.
If at any time the Trustee or Securities Administrator shall cease to be
eligible in accordance with the provisions of Section 9.05 and shall fail to
resign after written request therefor by the Master Servicer, 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 or of their respective property shall be appointed, or
any public officer shall take charge or control of the Trustee or the Securities
Administrator or of their respective property or affairs for the purpose of
rehabilitation, conservation or liquidation, or if at any time the Securities
Administrator has failed to duly perform, within the required time period, its
obligations under Section 3.20, Section 3.21 or Section 3.22, then the Master
Servicer may remove the Trustee or the Securities Administrator, as the case may
be, and appoint a successor trustee or securities administrator by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee or the Securities Administrator, as applicable, so removed and one copy
to the successor.
The Holders of Certificates evidencing not less than 50% of the Voting
Rights may at any time remove the Trustee or the Securities Administrator by
written instrument or instruments delivered to the Master Servicer and the
Trustee or the Securities Administrator, as applicable; the Master Servicer
shall thereupon use their best efforts to appoint a mutually acceptable
successor Trustee or Securities Administrator, as the case may be, in accordance
with this Section 9.06.
Any resignation or removal of the Trustee or the Securities Administrator
and appointment of a successor Trustee pursuant to any of the provisions of this
Section 9.06 shall become effective upon acceptance of appointment by the
successor Trustee or Securities Administrator, as the case may be, as provided
in Section 9.07.
Section 9.07 Successor Trustee or Securities Administrator. Any successor
Trustee or successor Securities Administrator appointed as provided in Section
9.06 shall execute, acknowledge and deliver to the Master Servicer and to its
predecessor Trustee or Securities Administrator, as applicable, an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee or Securities Administrator shall become effective
and such successor Trustee or Securities Administrator, as the case may be,
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, as
applicable, herein. The predecessor Trustee or Securities Administrator shall
duly assign, transfer, deliver and pay over to the successor Trustee or
Securities Administrator, as the case may be, the whole of the Mortgage Files
and related documents and statements held by it hereunder, together with all
instruments of transfer and assignment or other documents properly executed as
may be reasonably required to effect such transfer and such of the records or
copies thereof maintained by the predecessor Trustee or Securities Administrator
in the administration hereof as may be reasonably requested by the successor
Trustee or Securities Administrator, as the case may be, and shall thereupon be
discharged from all duties and responsibilities under this Agreement; provided,
however, that if the predecessor Trustee or Securities Administrator has been
removed pursuant to the third
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paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee or
Securities Administrator incurred in complying with this Section 9.07 shall be
reimbursed by the Trust.
No successor Trustee or Securities Administrator shall accept appointment
as provided in this Section 9.07 unless at the time of such appointment such
successor Trustee or Securities Administrator, as the case may be, shall be
eligible under the provisions of Section 9.05.
Upon acceptance of appointment by a successor Trustee or Securities
Administrator, as applicable, as provided in this Section 9.07, the Master
Servicer shall cooperate to mail notice of the succession of such Trustee or
Securities Administrator, as the case may be, hereunder to all Holders of
Certificates at their addresses as shown in the Certificate Register and to each
Rating Agency. If the Master Servicer fails to mail such notice within ten days
after acceptance of appointment by the successor Trustee or Securities
Administrator, the successor Trustee or Securities Administrator, as the case
may be, shall cause such notice to be mailed at the expense of the Master
Servicer.
Section 9.08 Merger or Consolidation of Trustee or Securities
Administrator. Any corporation or banking association into which either the
Trustee or the Securities Administrator may be merged or converted or with which
it may be consolidated, or any corporation or banking association resulting from
any merger, conversion or consolidation to which the Trustee or the Securities
Administrator shall be a party, or any corporation or banking association
succeeding to all or substantially all of the corporate trust business of the
Trustee or the Securities Administrator, shall be the successor of the Trustee
or the Securities Administrator, as applicable, hereunder, if such corporation
or banking association is eligible under the provisions of Section 9.05, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding. In
connection with the succession to the Trustee or the Securities Administrator
under this Agreement by any Person (i) into which the Trustee or the Securities
Administrator may be merged or consolidated, or (ii) which may be appointed as a
successor to the Trustee or the Securities Administrator, the Trustee or the
Securities Administrator, as the case may be, shall notify the Depositor of such
succession or appointment and shall furnish to the Depositor in writing and in
form and substance reasonably satisfactory to the Depositor, all information
reasonably necessary for the Securities Administrator to accurately and timely
report, pursuant to Section 3.22(d), the event under Item 6.02 of Form 8-K
pursuant to the Exchange Act (if such reports under the Exchange Act are
required to be filed under the Exchange Act).
Section 9.09 Appointment of Co-Trustee or Separate Trustee. Notwithstanding
any of the provisions hereof, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any Mortgaged Property may at the time
be located or for any other reason, the Master Servicer and the Trustee acting
jointly shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Trustee as co-trustee or separate
trustee of all or any part of the Trust Estate, and to vest in such Person or
Persons, in such capacity, such title to the Trust Estate, or any part thereof,
and, subject to the other provision of this Section 9.09, such powers, duties,
obligations, rights and trusts as the Master Servicer and the Trustee may
consider necessary or desirable. If one or both of the Master Servicer shall not
have joined in such appointment within ten days after the receipt by it of a
request to do so, the Trustee alone shall have the power to make such
appointment. No co-
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trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor Trustee under Section 9.05 and no notice to Holders
of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
be required under Section 9.07. The Securities Administrator shall be
responsible for the fees of any co-trustee or separate trustee appointed
hereunder.
In the case of any appointment of a co-trustee or separate trustee pursuant
to this Section 9.09, all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly, except
to the extent that under any law of any jurisdiction in which any particular act
or acts are to be performed (whether as Trustee hereunder or as successor to the
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 Estate or any portion
thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the Trustee. No trustee
hereunder shall be held personally liable by reason of any act or omission of
any other trustee hereunder; provided, however, that no appointment of a
co-trustee or separate trustee hereunder shall relieve the Trustee of its
obligations hereunder.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall become incapable of acting, resign or be removed, or shall be adjudged a
bankrupt or insolvent, or a receiver of its property shall be appointed, or any
public officer shall take charge or control of such trustee or co-trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.
Section 9.10 Authenticating Agents. The Securities Administrator may
appoint one or more authenticating agents ("Authenticating Agents") which shall
be authorized to act on behalf of the Securities Administrator in authenticating
or countersigning Certificates. Initially, the Authenticating Agent shall be
Xxxxx Fargo Bank, N.A. Wherever reference is made in this Agreement to the
authentication or countersigning of Certificates by the Securities Administrator
or the Securities Administrator's certificate of authentication or
countersigning, such reference shall be deemed to include authentication or
countersigning on behalf of the Securities Administrator by an Authenticating
Agent and a certificate of authentication or countersignature
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executed on behalf of the Securities Administrator by an Authenticating Agent.
Each Authenticating Agent must be acceptable to the Master Servicer and must be
a corporation or banking association organized and doing business under the laws
of the United States of America or of any State, having a place of business in
New York, New York, having a combined capital and surplus of at least
$15,000,000, authorized under such laws to do a trust business and subject to
supervision or examination by Federal or State authorities.
Any corporation or banking association into which any Authenticating Agent
may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which any Authenticating Agent shall be a party, or any
corporation or banking association succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Securities Administrator or the Authenticating Agent.
Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Securities Administrator and to the Master Servicer. The
Securities Administrator may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Master Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case, at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 9.10, the Securities Administrator may appoint a
successor Authenticating Agent, shall give written notice of such appointment to
the Master Servicer and shall mail notice of such appointment to all
Certificateholders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent.
Section 9.11 Securities Administrator's Fees and Expenses and Trustee's
Fees and Expenses. The Trustee, as compensation for its services hereunder,
shall be entitled to a fee in an amount agreed upon between the Trustee and the
Securities Administrator, payable by the Securities Administrator out of its own
funds and not out of any funds of the Trust Estate. The Securities Administrator
shall be entitled to investment income from amounts on deposit in the
Certificate Account as compensation for its services hereunder. The Trustee and
the Securities Administrator, as the case may be, and any director, officer,
employee or agent of the Trustee or the Securities Administrator, as the case
may be, shall be indemnified and held harmless by the Trust against any claims,
damage, loss, liability or expense (including reasonable attorney's fees) (a)
incurred in connection with or arising from or relating to (i) this Agreement,
(ii) the Certificates, or (iii) the performance of any of the Trustee's or
Securities Administrator's, as the case may be, duties hereunder, other than any
claims, damage, loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of any of the
Trustee's or Securities Administrator's, as the case may be, duties hereunder,
(b) resulting from any tax or information return which was prepared by, or
should have been prepared by, the Master Servicer and (c) arising out of the
transfer of any ERISA-Restricted Certificate or the Residual Certificate not in
compliance with ERISA. Without limiting the foregoing, except as otherwise
agreed upon in writing by the Depositor and the Trustee or the Securities
Administrator, and except for any such expense, disbursement or advance as may
arise from the Trustee's or the Securities Administrator's gross negligence, bad
faith or willful misconduct, the
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Trust shall reimburse the Trustee and the Securities Administrator for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
or the Securities Administrator in accordance with any of the provisions of this
Agreement to the extent permitted by Treasury Regulations Section
1.860G-1(b)(3)(ii) and (iii). Except as otherwise provided herein, neither the
Trustee nor the Securities Administrator shall be entitled to payment or
reimbursement for any routine ongoing expenses incurred by the Trustee or the
Securities Administrator, as applicable, in the ordinary course of its duties as
Trustee or Securities Administrator, Certificate Registrar or Paying Agent
hereunder or for any other expenses. The provisions of this Section 9.11 shall
survive the termination of this Agreement or the resignation or removal of the
Trustee or the Securities Administrator, as applicable, hereunder.
Section 9.12 Appointment of Custodian. The Trustee may at any time on or
after the Closing Date, with the consent of the Depositor and the Master
Servicer, appoint one or more Custodians to hold all or a portion of the
Mortgage Files as agent for the Trustee, by entering into a custodial agreement
in a form acceptable to the Depositor and the Master Servicer. Subject to this
Article IX, the Trustee agrees to enforce the terms and provisions thereof
against the Custodian for the benefit of the Certificateholders. Each Custodian
shall be a depository institution subject to supervision by federal or state
authority, shall have a combined capital and surplus of at least $10,000,000 and
shall be qualified to do business in the jurisdiction in which it holds any
Mortgage File.
Each Custodian shall indemnify the Depositor, the Sponsor, the Trustee, the
Master Servicer, the Securities Administrator and any of their respective
directors, officers, employees or agents and hold them harmless against any and
all claims, losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and any other costs, fees and
expenses that any of them may sustain in any way related to the failure of the
Custodian Administrator to perform any of its obligations under Section 3.21(a).
Section 9.13 Paying Agents. The Securities Administrator may appoint one or
more Paying Agents (each, a "Paying Agent") which shall be authorized to act on
behalf of the Securities Administrator in making withdrawals from the
Certificate Account and distributions to Certificateholders as provided in
Section 3.09 and Section 5.02. Wherever reference is made in this Agreement to
the withdrawal from the Certificate Account by the Securities Administrator,
such reference shall be deemed to include such a withdrawal on behalf of the
Securities Administrator by a Paying Agent. Initially, the Paying Agent shall be
Xxxxx Fargo Bank, N.A. Whenever reference is made in this Agreement to a
distribution by the Securities Administrator or the furnishing of a statement by
the Securities Administrator, such reference shall be deemed to include such a
distribution or furnishing on behalf of the Securities Administrator by a Paying
Agent. Each Paying Agent shall provide to the Securities Administrator such
information concerning the Certificate Account as the Securities Administrator
shall request from time to time. Each Paying Agent must be reasonably acceptable
to the Master Servicer and must be a corporation or banking association
organized and doing business under the laws of the United States of America or
of any state, having (except in the case of the Trustee or the Securities
Administrator) a principal office and place of business in New York, New York,
having a combined capital and surplus of at least $15,000,000, authorized under
such laws to do a trust business and subject to supervision or examination by
federal or state authorities. Any fees and expenses (but not including any
indemnity payments) of a Paying Agent appointed pursuant to
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this Agreement shall be payable by the Securities Administrator out of its own
funds and not out of any funds in the Trust Estate.
Any corporation into which any Paying Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which any Paying Agent shall be a party, or any
corporation succeeding to the corporate agency business of any Paying Agent,
shall continue to be the Paying Agent provided that such corporation after the
consummation of such merger, conversion, consolidation or succession meets the
eligibility requirements of this Section 9.13.
Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee, the Securities Administrator and to the Master
Servicer; provided that the Paying Agent has returned to the Certificate Account
or otherwise accounted, to the reasonable satisfaction of the Securities
Administrator, for all amounts it has withdrawn from the Certificate Account.
The Securities Administrator may, upon prior written approval of the Master
Servicer, at any time terminate the agency of any Paying Agent by giving written
notice of termination to such Paying Agent and to the Master Servicer. Upon
receiving a notice of resignation or upon such a termination, or in case at any
time any Paying Agent shall cease to be eligible in accordance with the
provisions of the first paragraph of this Section 9.13, the Securities
Administrator may appoint, upon prior written approval of the Master Servicer, a
successor Paying Agent, shall give written notice of such appointment to the
Master Servicer and shall mail notice of such appointment to all
Certificateholders. Any successor Paying Agent upon acceptance of its
appointment hereunder shall become vested with all rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Paying Agent. The Securities Administrator shall remain liable for any
duties and obligations assumed by its appointed Paying Agent.
Section 9.14 Limitation of Liability. The Certificates are executed by the
Securities Administrator, not in its individual capacity but solely as
Securities Administrator of the Trust, in the exercise of the powers and
authority conferred and vested in it by this Agreement. Each of the undertakings
and agreements made on the part of the Securities Administrator in the
Certificates is made and intended not as a personal undertaking or agreement by
the Securities Administrator but is made and intended for the purpose of binding
only the Trust.
Section 9.15 Trustee or Securities Administrator May Enforce Claims Without
Possession of Certificates. All rights of action and claims under this Agreement
or the Certificates may be prosecuted and enforced by the Trustee or the
Securities Administrator without the possession of any of the Certificates or
the production thereof in any proceeding relating thereto, and such preceding
instituted by the Trustee or the Securities Administrator shall be brought in
its own name or in its capacity as Trustee or Securities Administrator. Any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursement and advances of the Trustee, its agents and
counsel, be for the ratable benefit of the Certificateholders in respect of
which such judgment has been recovered.
Section 9.16 Suits for Enforcement. In case an Event of Default or other
default by the Master Servicer or the Depositor hereunder shall occur and be
continuing, the Trustee, in its discretion, may proceed to protect and enforce
its rights and the rights of the Holders of
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Certificates under this Agreement by a suit, action or proceeding in equity or
at law or otherwise, whether for the specific performance of any covenant or
agreement contained in this Agreement or in aid of the execution of any power
granted in this Agreement or for the enforcement of any other legal, equitable
or other remedy, as the Trustee, being advised by counsel, shall deem most
effectual to protect and enforce any of the rights of the Trustee and the
Certificateholders.
Section 9.17 Waiver of Bond Requirement. The Trustee shall be relieved of,
and each Certificateholder hereby waives, any requirement of any jurisdiction in
which the Trust, or any part thereof, may be located that the Trustee post a
bond or other surety with any court, agency or body whatsoever.
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement. The
Trustee shall be relieved of, and each Certificateholder hereby waives, any
requirement of any jurisdiction in which the Trust, or any part thereof, may be
located that the Trustee file any inventory, accounting or appraisal of the
Trust with any court, agency or body at any time or in any manner whatsoever.
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase or Liquidation of All Mortgage
Loans. Subject to Section 10.02, the respective obligations and responsibilities
of the Depositor, the Master Servicer, the Securities Administrator and the
Trustee created hereby (other than the obligation of the Securities
Administrator to make certain payments to Certificateholders after the Final
Distribution Date and to send certain notices as hereinafter set forth and the
obligations of the Securities Administrator pursuant to Sections 5.04(b) and
5.05(b)) shall terminate upon the last action required to be taken by the
Securities Administrator on the Final Distribution Date pursuant to this Article
X following the earlier of (a) the purchase of all the Mortgage Loans and all
REO Property remaining in the Trust Estate by the Master Servicer at a price
equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage
Loan (other than any Mortgage Loan as to which REO Property has been acquired
and whose fair market value is included pursuant to clause (ii) below) and (ii)
the fair market value of such REO Property, plus any Class Unpaid Interest
Shortfall for any Class of Certificates as well as any accrued and unpaid
interest through the last day of the month of such purchase at the related
Mortgage Interest Rate on the Stated Principal Balance of each Mortgage Loan
(including any Mortgage Loan as to which REO Property has been acquired) or (b)
the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Estate and the disposition of all
REO Property.
The Master Servicer may not exercise its purchase option for the Mortgage
Loans until all Reimbursement Amounts for the Mortgage Loans have been paid. The
Securities Administrator shall notify the Sponsor, upon notice of Master
Servicer's intent to exercise its purchase option of any Reimbursement Amount
outstanding.
Regardless of the foregoing, in no event shall the Trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Xxxxxx X.
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Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx,
living on the date hereof.
The right of the Master Servicer to purchase the Mortgage Loans is
conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans
being less than 1% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans. In addition, the right of the Master Servicer to purchase the
Mortgage Loans is conditioned on the sum of clause (a)(i) and (ii) of the first
paragraph of this Section 10.01 being less than or equal to the aggregate fair
market value of the Mortgage Loans being purchased (other than any Mortgage Loan
as to which REO Property has been acquired) and the REO Properties; provided,
however, that this sentence shall not apply to any purchase by the Master
Servicer if, at the time of purchase, the Master Servicer is no longer subject
to regulation by the Office of the Comptroller of the Currency, the FDIC, the
Federal Reserve or the OTS. Fair market value for the purposes of the previous
sentence and the first paragraph of this Section 10.01 will be determined by the
Master Servicer exercising its purchase right as of the close of business on the
third (3rd) Business Day next preceding the date upon which such notice of the
exercise of any purchase right is furnished to Certificateholders pursuant to
the sixth paragraph of this Section 10.01.
If such right is exercised by the Master Servicer, the Trustee shall,
promptly following receipt by the Trustee of written confirmation from the
Securities Administrator of payment of the purchase price, release to the Master
Servicer or its respective designees, the Mortgage Files pertaining to such
Mortgage Loans being purchased. The Master Servicer's right, title and interest
in and to such purchased Mortgage Loans and the related Mortgage Files shall be
subject to the servicing rights of the Servicers pursuant to the related
Servicing Agreements.
Notice of the exercise of any purchase option by the Master Servicer and
notice of any termination of the Trust or any portion of the Trust, specifying
the Final Distribution Date or the applicable Distribution Date, upon which the
applicable Certificateholders may surrender their Certificates to the Securities
Administrator for payment of the final distribution and for cancellation, shall
be given promptly by the Securities Administrator by letter to the
Certificateholders mailed not earlier than the 10th day and not later than the
15th day of the month next preceding the month of such final distribution
specifying (1) the Final Distribution Date or the applicable Distribution Date,
upon which final payment of the Certificates will be made upon presentation and
surrender of such Certificates at the office or agency of the Securities
Administrator therein designated, (2) the amount of any such final payment and
(3) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
applicable Certificates at the office or agency of the Securities Administrator
therein specified. Upon the exercise of its purchase option, the Master Servicer
shall remit to the Securities Administrator for deposit to the Certificate
Account on or before the Final Distribution Date or the applicable Distribution
Date, in immediately available funds an amount equal to the amount necessary to
make the amount, if any, on deposit in the Certificate Account on such Final
Distribution Date or Distribution Date, as applicable, equal to the purchase
price for the related assets of the Trust Estate or any portion of the Trust
Estate computed as above provided together with a statement as to the amount to
be distributed on each applicable Class of Certificates pursuant to the next
succeeding paragraph.
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Upon presentation and surrender of the applicable Certificates, the
Securities Administrator shall cause to be distributed to Certificateholders of
each Class, in the order set forth in Section 5.02 hereof, on the Final
Distribution Date or the applicable Distribution Date, and in proportion to
their respective Percentage Interests, with respect to Certificateholders of the
same Class, an amount equal to (I) as to each such Class of Certificates, the
Class Certificate Balance thereof plus (a) accrued interest thereon in the case
of an interest-bearing Certificate and (b) the applicable Class PO Deferred
Amount with respect to the Class PO Components and (II) as to the Class 2-A-R
Certificate, the amounts, if any, which remain on deposit (or are deemed to
remain on deposit) in the Upper-Tier Certificate Sub-Account, the Intermediate
Lower-Tier Certificate Sub-Account and the Certificate Account, respectively
(other than the amounts retained to meet claims) after application pursuant to
clause (I) above. An amount shall be distributed in respect of interest and
principal to the Uncertificated Lower-Tier Interests and the Uncertificated
Intermediate Lower-Tier Interests in the same manner as principal and interest
are distributed to the Uncertificated Lower-Tier Interests and the
Uncertificated Intermediate Lower-Tier Interests, respectively, as provided in
Section 5.02.
If the applicable Certificateholders do not surrender their Certificates
for final payment and cancellation on or before the Final Distribution Date, the
Securities Administrator shall on such date cause all funds in the Certificate
Account not distributed in final distribution to such Certificateholders of such
Group to continue to be held by the Securities Administrator in an Eligible
Account for the benefit of such Certificateholders and the Securities
Administrator shall give a second written notice to the remaining applicable
Certificateholders to surrender their Certificates for cancellation and receive
a final distribution with respect thereto. If within one (1) year after the
second notice all the applicable Certificates shall not have been surrendered
for cancellation, the Securities Administrator may take appropriate steps, or
may appoint an agent to take appropriate steps, to contact the remaining
applicable Certificateholders concerning surrender of their Certificates, and
the cost thereof shall be paid out of the funds on deposit in such Eligible
Account.
Section 10.02 Additional Termination Requirements. (a) If the Master
Servicer exercises its purchase option as provided in Section 10.01, the Trust
shall be terminated in accordance with the following additional requirements,
unless the Securities Administrator and the Trustee have received an Opinion of
Counsel to the effect that the failure of the Trust to comply with the
requirements of this Section 10.02 will not (i) result in the imposition of
taxes on "prohibited transactions" or "prohibited contributions" in respect of
any REMIC created hereunder as defined in the REMIC Provisions, or (ii) cause
any REMIC created hereunder to fail to qualify as a REMIC at any time that any
related Certificates are outstanding:
(i) The Securities Administrator shall specify the first day in the
90-day liquidation period in a statement attached to each REMIC's final tax
return pursuant to Treasury Regulation Section 1.860F-1 and shall satisfy
all requirements of a qualified liquidation under Section 860F of the Code
and any regulations thereunder;
(ii) During 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 all of the assets of the Trust Estate to the
Master Servicer for cash; and
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(iii) At the time of the making of the final payment on the
Certificates, the Securities Administrator shall distribute or credit, or
cause to be distributed or credited to the Holder of the Residual
Certificate all cash on hand in the Trust Estate (other than cash retained
to meet claims), and the Trust shall terminate at that time.
(b) By its acceptance of the Residual Certificate, the Holder thereof
hereby agree to take such other action in connection with such plan of complete
liquidation as may be reasonably requested by the Depositor, the Trustee or the
Securities Administrator.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. This Agreement may be amended from time to time by
the Depositor, the Master Servicer, the Securities Administrator and the
Trustee, without the consent of any of the Certificateholders, (i) to cure any
ambiguity or mistake, (ii) to correct or supplement any provisions herein or
therein which may be inconsistent with any other provisions of this Agreement,
any amendment to this Agreement or the related Prospectus Supplement, (iii) to
modify, eliminate or add to any of its provisions to such extent as shall be
necessary to maintain the qualification of any REMIC created hereunder as a
REMIC at all times that any related Certificates are outstanding or to avoid or
minimize the risk of the imposition of any tax on any REMIC created hereunder
pursuant to the Code that would be a claim against the Trust Estate, provided
that (a) the Trustee and the Securities Administrator have received an Opinion
of Counsel to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and (b) such action shall not, as evidenced by such Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Certificate Account
provided that (a) such change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder
and (b) such change shall not adversely affect the then-current rating of the
Senior Certificates, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5,
Class X-B-1, Class X-B-2, Class X-B-3, Class X-B-4 or Class X-B-5 Certificates
as evidenced by a letter from each Rating Agency rating such Certificates to
such effect and (v) to make any other provisions with respect to matters or
questions arising under this Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder, provided that the
amendment shall not be deemed to adversely affect in any material respect the
interests of the Certificateholders and no Opinion of Counsel to that effect
shall be required if the Person requesting the amendment obtains a letter from
each Rating Agency stating that the amendment would not result in the
downgrading or withdrawal of the respective ratings then assigned to the
Certificates. Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement pursuant to clause
(i) through (v) above unless it shall have first received an Opinion of Counsel
to the effect that such amendment shall not cause the imposition of any tax on
any REMIC created hereunder or the Certificateholders or cause any REMIC created
hereunder to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
-136-
This Agreement may also be amended from time to time by the Depositor, the
Master Servicer, the Securities Administrator and the Trustee and the Holders of
Certificates of each Class of Certificates which is affected by such amendment,
evidencing, as to each such Class of Certificates, Percentage Interests
aggregating not less than 66-2/3%, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of such Certificates;
provided, however, that no such amendment shall (A) reduce in any manner the
amount of, or delay the timing of, collections of payments on Mortgage Loans or
distributions which are required to be made on any Certificate without the
consent of the Holder of such Certificate or (B) reduce the aforesaid percentage
required to consent to any such amendment, without the consent of the Holders of
all Certificates then Outstanding.
Prior to the solicitation of consent of Certificateholders in connection
with any such amendment, the party seeking such amendment shall furnish the
Trustee and the Securities Administrator with an Opinion of Counsel stating
whether such amendment would adversely affect the qualification of any REMIC
created hereunder as a REMIC and notice of the conclusion expressed in such
Opinion of Counsel shall be included with any such solicitation.
Promptly after the execution of any such amendment or consent the
Securities Administrator shall furnish written notification of the substance of
or a copy of such amendment to each Certificateholder and to each Rating Agency.
It shall not be necessary for the consent of Certificateholders under this
Section 11.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
requirements as the Securities Administrator may prescribe.
Prior to the execution of any amendment to this Agreement, each of the
Trustee and the Securities Administrator shall receive and be entitled to
conclusively rely on any Opinion of Counsel (at the expense of the Person
seeking such amendment) stating that such amendment is authorized and permitted
by this Agreement. The Trustee 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 rights, duties or immunities under this
Agreement.
Section 11.02 Recordation of Agreement; Counterparts. This Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Securities Administrator at its expense at the direction of
Holders of Certificates evidencing not less than 50% of all Voting Rights, but
only upon delivery to the Securities Administrator at the expense of the
requesting Certificateholders of an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of
-137-
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 11.03 Limitation on Rights of Certificateholders. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.
No Certificateholder shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of the
Trust, or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Securities Administrator a written
notice of default and of the continuance thereof, as provided herein, and unless
also the Holders of Certificates evidencing Percentage Interests aggregating not
less than 25% of each Class of Certificates affected thereby shall have made
written request upon the Securities Administrator to institute such action, suit
or proceeding in its own name as Securities Administrator hereunder and shall
have offered to the Securities Administrator such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Securities Administrator, for 60 days after its receipt of such
notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Securities Administrator, that no one or more Holders
of Certificates shall have any right in any manner whatever by virtue or by
availing itself or themselves of any provisions of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of the Certificates,
or to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
Section 11.03, each and every Certificateholder and the Securities Administrator
shall be entitled to such relief as can be given either at law or in equity.
Section 11.04 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE
CONFLICTS OF LAWS PROVISIONS THEREOF (INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
With respect to any claim arising out of this Agreement, each party
irrevocably submits to the exclusive jurisdiction of the courts of the State of
New York and the United States District
-138-
Court located in the Borough of Manhattan in The City of New York, and each
party irrevocably waives any objection which it may have at any time to the
laying of venue of any suit, action or proceeding arising out of or relating
hereto brought in any such courts, irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been brought in any
inconvenient forum and further irrevocably waives the right to object, with
respect to such claim, suit, action or proceeding brought in any such court,
that such court does not have jurisdiction over such party, provided that
service of process has been made by any lawful means.
Section 11.05 Notices. All demands, notices, instructions, directions,
requests and communications required or permitted to be delivered hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, (provided,
however, that notices to the Securities Administrator may be delivered by
facsimile and shall be deemed effective upon receipt) to (a) in the case of the
Depositor, Banc of America Funding Corporation, 000 Xxxxx Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: General Counsel and Chief Financial
Officer, (b) in the case of the Master Servicer, Xxxxx Fargo Bank, N.A., 0000
Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: BAFC 2006-2, (c) in the
case of the Securities Administrator, Xxxxx Fargo Bank, N.A., X.X. Xxx 00,
Xxxxxxxx, Xxxxxxxx 00000, Attention: BAFC, Series 2006-2, and for overnight
delivery purposes, Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxx 00000-0000, Attention: BAFC, Series 2006-2, with a copy to Xxxxx Fargo
Bank, N.A., Sixth and Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, 00000,
Attention: BAFC, Series 2006-2, (d) in the case of the Trustee, U.S. Bank
National Association, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx
00000, Attention: Corporate Trust Services, BAFC, Series 0000-0, Xxxxxxxxx:
Structured Finance Services, BAFC 2006-2, (e) in the case of Fitch, Fitch
Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Residential Mortgage Surveillance Group; and (f) in the case of Moody's, Xxxxx'x
Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn:
Residential Mortgage Surveillance Manager or, as to each party, at such other
address as shall be designated by such party in a written notice to each other
party. Any notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice to a Certificateholder
so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.
Section 11.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.
Section 11.07 Certificates Nonassessable and Fully Paid. It is the
intention of the Securities Administrator that Certificateholders shall not be
personally liable for obligations of the Trust Estate, that the beneficial
ownership interests represented by the Certificates shall be nonassessable for
any losses or expenses of the Trust Estate or for any reason whatsoever, and
that Certificates upon execution, authentication and delivery thereof by the
Securities Administrator pursuant to Section 6.01 are and shall be deemed fully
paid.
-139-
Section 11.08 Access to List of Certificateholders. The Certificate
Registrar will furnish or cause to be furnished to the Trustee and the
Securities Administrator, within 15 days after the receipt of a request by the
Trustee and/or the Securities Administrator in writing, a list, in such form as
the Trustee and/or the Securities Administrator may reasonably require, of the
names and addresses of the Certificateholders as of the most recent Record Date
for payment of distributions to Certificateholders.
If three or more Certificateholders apply in writing to the Securities
Administrator, and such application states that the applicants desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and is accompanied by a copy of the
communication which such applicants propose to transmit, then the Securities
Administrator shall, within five (5) Business Days after the receipt of such
application, afford such applicants access during normal business hours to the
most recent list of Certificateholders held by the Securities Administrator. If
such a list is as of a date more than 90 days prior to the date of receipt of
such applicants' request, the Securities Administrator shall promptly request
from the Certificate Registrar a current list as provided above, and shall
afford such applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding such list, agrees with
the Certificate Registrar and the Securities Administrator that neither the
Certificate Registrar nor the Securities Administrator shall be held accountable
by reason of the disclosure of any such information as to the names and
addresses of the Certificateholders hereunder, regardless of the source from
which such information was derived.
Section 11.09 Recharacterization. The parties to this Agreement intend the
conveyance by the Depositor to the Trustee of all of its right, title and
interest in and to the Mortgage Loans pursuant to this Agreement to constitute a
purchase and sale and not a loan. Notwithstanding the foregoing, to the extent
that such conveyance is held not to constitute a sale under applicable law, it
is intended that this Agreement shall constitute a security agreement under
applicable law and that the Depositor shall be deemed to have granted to the
Trustee a first priority security interest in all of the Depositor's right,
title and interest in and to the Mortgage Loans.
Section 11.10 Regulation AB Compliance; Intent of the Parties;
Reasonableness. The parties hereto acknowledge that interpretations of the
requirements of Regulation AB may change over time, whether due to interpretive
guidance provided by the Commission or its staff, consensus among participants
in the asset-backed securities markets, advice of counsel, or otherwise, and
agree to use its commercially reasonable efforts to comply with requests made by
the Depositor in good faith for delivery of information under these provisions
on the basis of evolving interpretations of Regulation AB. In connection with
the Trust, the Master Servicer, the Securities Administrator, the Trustee and
the Custodian shall cooperate fully with the Depositor to deliver to the
Depositor (including its assignees or designees), any and all statements,
reports, certifications, records and any other information available to such
party and reasonably necessary in the good faith determination of the Depositor
to permit the Depositor to comply with the provisions of Regulation AB, together
with such disclosures relating to the Master Servicer, the Securities
Administrator, the Trustee and the Custodian, as applicable, reasonably believed
by the Depositor to be necessary in order to effect such compliance.
-140-
IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Securities
Administrator and the Trustee have caused this Agreement to be duly executed by
their respective officers thereunto duly authorized to be hereunto affixed, all
as of the day and year first above written.
BANC OF AMERICA FUNDING CORPORATION,
as Depositor
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
----------------------------------
Title: Senior Vice President
---------------------------------
XXXXX FARGO BANK, N.A., as Master
Servicer
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
----------------------------------
Title: Vice President
---------------------------------
XXXXX FARGO BANK, N.A., as Securities
Administrator
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
----------------------------------
Title: Vice President
---------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
----------------------------------
Title: Vice President
---------------------------------
[Signature Page to the Pooling and Servicing Agreement]
-141-
STATE OF MARYLAND )
) ss.:
COUNTY BALTIMORE )
)
On the 27th day of February, 2006, before me, a notary public in and for
the State of Maryland, personally appeared Xxxxx X. Xxxxxx, known to me who,
being by me duly sworn, did depose and say that he is a Vice President of Xxxxx
Fargo Bank, N.A., a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of such association.
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Notary Public
[Notarial Seal]
My commission expires 01-07-09.
[Notary Page to the Pooling and Servicing Agreement]
-142-
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the 24 day of February, 2006, before me, a notary public in and for the
State of North Carolina, personally appeared Xxxxx Xxxxx, known to me who, being
by me duly sworn, did depose and say that he is a Vice President of Banc of
America Funding Corporation, a Delaware corporation, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of such corporation.
/s/ Xxxxxxxxx X. Xxxxxx
----------------------------------------
Notary Public
[Notarial Seal]
My commission expires 12-15-07.
[Notary Page to the Pooling and Servicing Agreement]
-143-
STATE OF ILLINOIS )
) ss.:
COUNTY OF XXXX )
)
On the 27th day of February, 2006, before me, a notary public in and for
the State of Illinois, personally appeared Xxxxxxx X. Xxxxx, known to me who,
being by me duly sworn, did depose and say that she is a Vice President of U.S.
Bank National Association, a national banking association, one of the parties
that executed the foregoing instrument; and that she signed her name thereto by
order of the Board of Directors of such association.
/s/ Xxxxxx X. Xxxxx
----------------------------------------
Notary Public
[Notarial Seal]
My commission expires 10-03-07.
[Notary Page to the Pooling and Servicing Agreement]
-144-
STATE OF MARYLAND )
) ss.:
COUNTY OF BALTIMORE )
)
On the 27th day of February, 2006, before me, a notary public in and for the
State of Maryland, personally appeared Xxxxx X. Xxxxxx, known to me who, being
by me duly sworn, did depose and say that he is a Vice President of Xxxxx Fargo
Bank, N.A., a national banking association, one of the parties that executed the
foregoing instrument; and that he signed his name thereto by order of the Board
of Directors of such association.
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Notary Public
[Notarial Seal]
My commission expires 01-07-09.
[Notary Page to the Pooling and Servicing Agreement]
-145-
EXHIBIT A-1-A-1
[FORM OF FACE OF CLASS 1-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 1-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 1-A-1
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $_____________
Initial Class Certificate
Balance of this Class: $49,598,334.00
Pass-Through Rate: 5.000%
CUSIP No.: 05949Q AA 3
ISIN No.: US05949QAA31
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer,
A-1-A-1-2
the Securities Administrator or the Trustee or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 1-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 1-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-1-A-2-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 1-A-2
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $9,919,666.00
Pass-Through Rate: Floating
CUSIP No.: 05949Q AB 1
ISIN No.: US05949QAB14
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-1-A-2-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 1-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 1-A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
A-1-A-3-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 1-A-3
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Notional Amount
of this Certificate
("Denomination"): $____________
Initial Notional
Amount of this Class: $9,919,666.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 05949Q AC 9
ISIN No.: US05949QAC96
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
This Class 1-A-3 Certificate is not entitled to any distributions with
respect to principal.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-1-A-3-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 1-A-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 1-A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE FOR THE CROSSED GROUP SENIOR
CERTIFICATES, THE PRINCIPAL PORTION OF REALIZED LOSSES ALLOCATED TO THE CLASS
1-A-1 AND 1-A-2 CERTIFICATES WILL BE BORNE BY THE CLASS 1-A-4 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
A-1-A-4-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 1-A-4
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $2,255,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05949Q AD 7
ISIN No.: US05949QAD79
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-1-A-4-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 1-A-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 1-A-5
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
A-1-A-5-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 1-A-5
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Notional Amount
of this Certificate
("Denomination"): $_____________
Initial Notional Amount
of this Class: $47,784,666.00
Pass-Through Rate: Floating
CUSIP No.: 05949Q AE 5
ISIN No.: US05949QAE52
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
This Class 1-A-5 Certificate is not entitled to any distributions with
respect to principal.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-1-A-5-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-X
[FORM OF FACE OF CLASS 2-A-R CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-R
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN MULTIPLE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE").
THIS CLASS 2-A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SIMILAR
TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF
OR INVESTING ASSETS OF A PLAN.
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY
ATTEMPTED OR PURPORTED TRANSFER OF THIS CLASS 2-A-R CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.
A-2-A-R-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-R
evidencing a 100% Percentage Interest in the distributions allocable to the
Certificate of the above-referenced Class with respect to a Trust consisting
primarily of three loan groups of adjustable interest rate mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $100.00
Initial Class Certificate
Balance of this Class: $100.00
Pass-Through Rate: 5.750%
CUSIP No.: 05949Q AF 2
ISIN No.: US05949QAF28
THIS CERTIFIES THAT _________ is the registered owner of 100% Percentage
Interest evidenced by this Certificate in certain monthly distributions with
respect to a Trust consisting of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-R-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Any distribution of the proceeds of any remaining assets of the applicable
subaccount of the Certificate Account will be made only upon presentment and
surrender of this Class 2-A-R Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class 2-A-R Certificate shall be
deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring this Class
2-A-R Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 2-A-R Certificate shall be a Permitted
Transferee and shall promptly notify the Securities Administrator of any change
or impending change in its status as a Permitted Transferee; (ii) no Person
shall acquire an ownership interest in this Class 2-A-R Certificate unless such
ownership interest is a pro rata undivided interest; (iii) in connection with
any proposed transfer of this Class 2-A-R Certificate, the Securities
Administrator shall require delivery to it, in form and substance satisfactory
to it, of an affidavit in the form of Exhibit I to the Pooling and Servicing
Agreement; (iv) notwithstanding the delivery of an affidavit by a proposed
transferee under clause (iii) above, if a Responsible Officer of the Securities
Administrator has actual knowledge that the proposed transferee is not a
Permitted Transferee, no transfer of any Ownership Interest in this Class 2-A-R
Certificate to such proposed transferee shall be effected; (v) this Class 2-A-R
Certificate may not be purchased by or transferred to any Person that is not a
U.S. Person, unless (A) such Person holds this Class 2-A-R Certificate in
connection with the conduct of a trade or business within the United States and
furnishes the transferor and the Securities Administrator with an effective
Internal Revenue Service Form W-8ECI (or any successor thereto) or (B) the
transferee delivers to both the transferor and the Securities Administrator an
Opinion of Counsel from a nationally-recognized tax counsel to the effect that
such transfer is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of this Class 2-A-R
Certificate will not be disregarded for federal income tax purposes; (vi) any
attempted or purported transfer of this Class 2-A-R Certificate in violation of
the provisions of such restrictions shall be absolutely null and void and shall
vest no rights in the purported transferee; and (vii) if any Person other than a
Permitted Transferee acquires the Class 2-A-R Certificate in violation of such
restrictions, then the Securities Administrator, based on information provided
to the Securities Administrator by the Master Servicer, will provide to the
Internal Revenue Service, and to the Persons specified in Section 860E(e)(3) and
(6) of the Code, information needed to compute the tax imposed under Section
860E(e) of the Code on transfers of residual interests to disqualified
organizations.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
A-2-A-R-3
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-X-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 2-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-2-A-1-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-1
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $______________
Initial Class Certificate
Balance of this Class: $100,000,000.00
Pass-Through Rate: 5.750%
CUSIP No.: 05949Q AG 0
ISIN No.: US05949QAG01
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-1-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 2-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-2-A-2-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-2
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $_____________
Initial Class Certificate
Balance of this Class: $10,000,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 05949Q AH 8
ISIN No.: US05949QAH83
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-2-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 2-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-2-A-3-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-3
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $1,411,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05949Q AJ 4
ISIN No.: US05949QAJ40
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-3-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 2-A-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-2-A-4-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-4
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $1,205,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05949Q AK 1
ISIN No.: US05949QAK13
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-4-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 2-A-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-5
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-2-A-5-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-5
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $2,384,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05949Q AL 9
ISIN No.: US05949QAL95
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-5-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 2-A-6 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-6
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-2-A-6-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-6
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $2,785,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05949Q AM 7
ISIN No.: US05949QAM78
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-6-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 2-A-7 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-7
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-2-A-7-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-7
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $2,785,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05949Q AN 5
ISIN No.: US05949QAN51
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-7-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 2-A-8 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-8
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-2-A-8-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-8
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $2,870,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05949Q AP 0
ISIN No.: US05949QAP00
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-8-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 2-A-9 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-9
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-2-A-9-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-9
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $4,220,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05949Q AQ 8
ISIN No.: US05949QAQ82
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-9-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-00
[FORM OF FACE OF CLASS 2-A-10 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-10
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0-X-00-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-10
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $4,220,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05949Q AR 6
ISIN No.: US05949QAR65
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-10-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-00-0
XXXXXXX X-0-X-00
[FORM OF FACE OF CLASS 2-A-11 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-11
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0-X-00-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-11
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $_____________
Initial Class Certificate
Balance of this Class: $13,539,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05949Q AS 4
ISIN No.: US05949QAS49
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-11-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-00-0
XXXXXXX X-0-X-00
[FORM OF FACE OF CLASS 2-A-12 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-12
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0-X-00-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-12
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $_____________
Initial Class Certificate
Balance of this Class: $16,033,000.00
Pass-Through Rate: 5.750%
CUSIP No.: 05949Q AT 2
ISIN No.: US05949QAT22
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-12-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-00-0
XXXXXXX X-0-X-00
[FORM OF FACE OF CLASS 2-A-13 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-13
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0-X-00-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-13
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $_____________
Initial Class Certificate
Balance of this Class: $13,539,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05949Q AU 9
ISIN No.: US05949QAU94
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-13-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-00-0
XXXXXXX X-0-X-00
[FORM OF FACE OF CLASS 2-A-14 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-14
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE FOR THE CROSSED GROUP SENIOR
CERTIFICATES, THE PRINCIPAL PORTION OF REALIZED LOSSES ALLOCATED TO THE CLASS
2-A-11, 2-A-12 AND 2-A-13 CERTIFICATES WILL BE BORNE BY THE CLASS 2-A-14
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
X-0-X-00-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-14
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $1,633,000.00
Pass-Through Rate: 5.750%
CUSIP No.: 05949Q AV 7
ISIN No.: US05949QAV77
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-14-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-00-0
XXXXXXX X-0-X-00
[FORM OF FACE OF CLASS 2-A-15 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-15
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0-X-00-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-15
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $_____________
Initial Class Certificate
Balance of this Class: $30,000,000.00
Pass-Through Rate: 5.750%
CUSIP No.: 05949Q AW 5
ISIN No.: US05949QAW50
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-15-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-00-0
XXXXXXX X-0-X-00
[FORM OF FACE OF CLASS 2-A-16 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-16
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE FOR THE CROSSED GROUP SENIOR
CERTIFICATES, THE PRINCIPAL PORTION OF REALIZED LOSSES ALLOCATED TO THE CLASS
2-A-15 CERTIFICATES WILL BE BORNE BY THE CLASS 2-A-16 CERTIFICATES AS DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
X-0-X-00-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-16
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $2,362,000.00
Pass-Through Rate: 5.750%
CUSIP No.: 05949Q AX 3
ISIN No.: US05949QAX34
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-16-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-00-0
XXXXXXX X-0-X-00
[FORM OF FACE OF CLASS 2-A-17 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-17
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0-X-00-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-17
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $______________
Initial Class Certificate
Balance of this Class: $100,000,000.00
Pass-Through Rate: 5.750%
CUSIP No.: 05949Q AY 1
ISIN No.: US05949QAY17
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-17-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-00-0
XXXXXXX X-0-X-00
[FORM OF FACE OF CLASS 2-A-18 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-18
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0-X-00-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-18
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $_____________
Initial Class Certificate
Balance of this Class: $62,476,000.00
Pass-Through Rate: 5.750%
CUSIP No.: 05949Q AZ 8
ISIN No.: US05949QAZ81
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-18-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-00-0
XXXXXXX X-0-X-00
[FORM OF FACE OF CLASS 2-A-19 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-19
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0-X-00-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-19
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $______________
Initial Class Certificate
Balance of this Class: $20,825,000.00
Pass-Through Rate: 5.750%
CUSIP No.: 05949Q BA 2
ISIN No.: US05949QBA22
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-19-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-00-0
XXXXXXX X-0-X-00
[FORM OF FACE OF CLASS 2-A-20 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-20
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0-X-00-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-20
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $_____________
Initial Class Certificate
Balance of this Class: $17,496,000.00
Pass-Through Rate: 5.750%
CUSIP No.: 05949Q BB 0
ISIN No.: US05949QBB05
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-20-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-00-0
XXXXXXX X-0-X-00
[FORM OF FACE OF CLASS 2-A-21 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-21
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0-X-00-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-21
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $1,586,670.00
CUSIP No.: 05949Q BC 8
ISIN No.: US05949QBC87
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
This Class 2-A-21 Certificate represents the right to receive principal
only.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-21-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-00-0
XXXXXXX X-0-X-00
[FORM OF FACE OF CLASS 2-A-22 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-22
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0-X-00-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-A-22
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $_____________
Initial Class Certificate
Balance of this Class: $11,493,330.00
Pass-Through Rate: 6.000%
CUSIP No.: 05949Q BD 6
ISIN No.: US05949QBD60
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-2-A-22-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-00-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 3-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 3-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-3-A-1-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 3-A-1
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $_____________
Initial Class Certificate
Balance of this Class: $91,863,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05949Q BE 4
ISIN No.: US05949QBE44
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-3-A-1-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 3-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 3-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE FOR THE GROUP 3 SENIOR
CERTIFICATES, THE PRINCIPAL PORTION OF REALIZED LOSSES ALLOCATED TO THE CLASS
3-A-1 CERTIFICATES WILL BE BORNE BY THE CLASS 3-A-2 CERTIFICATES AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
A-3-A-2-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 3-A-2
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $8,644,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05949Q BF 1
ISIN No.: US05949QBF19
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
A-3-A-2-2
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 4-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 4-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-4-A-1-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 4-A-1
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $_____________
Initial Class Certificate
Balance of this Class: $33,060,000.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 05949Q BG 9
ISIN No.: US05949QBG91
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer,
A-4-A-1-2
the Securities Administrator or the Trustee or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 4-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 4-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-4-A-2-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 4-A-2
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $_____________
Initial Class Certificate
Balance of this Class: $61,314,000.00
Pass-Through Rate: Floating
CUSIP No.: 05949Q BH 7
ISIN No.: US05949QBH74
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer,
A-4-A-2-2
the Securities Administrator or the Trustee or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 4-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 4-A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE FOR THE CROSSED GROUP SENIOR
CERTIFICATES, THE PRINCIPAL PORTION OF REALIZED LOSSES ALLOCATED TO THE CLASS
4-A-2 CERTIFICATES AND CLASS 4-4A1 COMPONENT WILL BE BORNE BY THE CLASS 4-A-3
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
A-4-A-3-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 4-A-3
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $3,097,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05949Q BJ 3
ISIN No.: US05949QBJ31
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer,
A-4-A-3-2
the Securities Administrator or the Trustee or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 5-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-5-A-1-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-1
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $_____________
Initial Class Certificate
Balance of this Class: $37,865,000.00
Pass-Through Rate: Floating
CUSIP No.: 05949Q BK 0
ISIN No.: US05949QBK04
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer,
A-5-A-1-2
the Securities Administrator or the Trustee or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 5-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE FOR THE CROSSED GROUP SENIOR
CERTIFICATES, THE PRINCIPAL PORTION OF REALIZED LOSSES ALLOCATED TO THE CLASS
5-A-1 CERTIFICATES AND CLASS 5-4A1 COMPONENT WILL BE BORNE BY THE CLASS 5-A-2
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
A-5-A-2-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-2
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $1,913,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05949Q BL 8
ISIN No.: US05949QBL86
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer,
A-5-A-2-2
the Securities Administrator or the Trustee or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 5-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
A-5-A-3-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-3
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Notional Amount
of this Certificate
("Denomination"): $_____________
Initial Notional
Amount of this Class: $99,179,000.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 05949Q BM 6
ISIN No.: US05949QBM69
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
This Class 5-A-3 Certificate is not entitled to any distributions with
respect to principal.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
A-5-A-3-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator or the Trustee or any of their
respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 6-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 6-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-6-A-1-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 6-A-1
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $_____________
Initial Class Certificate
Balance of this Class: $35,150,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05949Q BN 4
ISIN No.: US05949QBN43
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer,
A-6-A-1-2
the Securities Administrator or the Trustee or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 6-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 6-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-6-A-2-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 6-A-2
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $9,084,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05949Q BP 9
ISIN No.: US05949QBP90
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer,
A-6-A-2-2
the Securities Administrator or the Trustee or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 6-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 6-A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE FOR THE CROSSED GROUP SENIOR
CERTIFICATES, THE PRINCIPAL PORTION OF REALIZED LOSSES ALLOCATED TO THE CLASS
6-A-2 CERTIFICATES WILL BE BORNE BY THE CLASS 6-A-3 CERTIFICATES AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
A-6-A-3-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 6-A-3
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $1,009,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05949Q BQ 7
ISIN No.: US05949QBQ73
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer,
A-6-A-3-2
the Securities Administrator or the Trustee or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-X-0-0
XXXXXXX X-0-X-0
[FORM OF FACE OF CLASS 6-A-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 6-A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-6-A-4-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class 6-A-4
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $3,349,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05949Q BR 5
ISIN No.: US05949QBR56
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer,
A-6-A-4-2
the Securities Administrator or the Trustee or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
A-6-A-4-3
EXHIBIT A-X-IO
[FORM OF FACE OF CLASS X-IO CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class X-IO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). REDUCTIONS OR INCREASES OF THE
NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY, THE OUTSTANDING
NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS OR MORE THAN THE AMOUNT SET
FORTH BELOW.
A-X-IO-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class X-IO
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Notional
Amount of this
Certificate
("Denomination"): $_____________
Initial Notional
Amount of this Class: $14,390,413.00
Pass-Through Rate: 5.500%
CUSIP No.: 05949Q BZ 7
ISIN No.: US05949QBZ72
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated February 27, 2006 (the "Pooling and Servicing
Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master servicer
(the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
This Class X-IO Certificate is not entitled to any distributions with
respect to principal.
For the purposes of determining distributions of interest, the Class X-IO
will be deemed to consist of three components (each, a "Component"). The amount
of interest which accrues on
A-X-IO-2
the Class X-IO Certificates in any month will equal the sum of the interest
which accrues on the Components. The Components are not severable.
This Certificate does not evidence an obligation of, or an interest in, and
is not guaranteed by the Depositor, the Master Servicer, the Securities
Administrator or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
A-X-IO-3
EXHIBIT A-X-PO
[FORM OF FACE OF CLASS X-PO CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class X-PO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-X-PO-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class X-PO
evidencing an interest in a Trust consisting primarily of four loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $_____________
Initial Class Certificate
Balance of this Class: $14,527,736.00
CUSIP No.: 05949Q CA 1
ISIN No.: US05949QCA13
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
This Class X-PO Certificate represents the right to receive principal only.
For the purposes of determining distributions of principal in reduction of
Class Certificate Balance, the Class X-PO Certificates will be deemed to consist
of three components (each, a "Component"). The Components are not severable.
A-X-PO-2
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer, the
Securities Administrator or the Trustee or any of their respective affiliates.
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
A-X-PO-3
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 3 SENIOR
CERTIFICATES AND COMPONENTS AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
B-1-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class B-1
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $3,192,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05949Q BS 3
ISIN No.: US05949QBS30
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
B-1-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator or the Trustee or any of their
respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-0
XXXXXXX X-0
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 3 SENIOR
CERTIFICATES AND COMPONENTS AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT.
B-2-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class B-2
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $__________
Initial Class Certificate
Balance of this Class: $596,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05949Q BT 1
ISIN No.: US05949QBT13
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
B-2-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator or the Trustee or any of their
respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-0
XXXXXXX X-0
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 3 SENIOR
CERTIFICATES AND COMPONENTS AND THE CLASS B-1 AND CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
B-3-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class B-3
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $__________
Initial Class Certificate
Balance of this Class: $324,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05949Q BU 8
ISIN No.: US05949QBU85
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
B-3-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator or the Trustee or any of their
respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-0
XXXXXXX X-0
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class B-4
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 3 SENIOR
CERTIFICATES AND COMPONENTS AND THE CLASS B-1, CLASS B-2 AND CLASS B-3
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12,
1995)), THERE IS NO
B-4-1
PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND
LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER
PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN
SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10%
OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH
AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF
ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE
PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT THAT THE
PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING
OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE
DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE TO
ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION
LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE
PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
PRECEDING SENTENCE TO THE SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
B-4-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class B-4
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $__________
Initial Class Certificate
Balance of this Class: $217,000.00
Pass-Through Rate 6.000%
CUSIP No.: 05949Q CB 9
ISIN No.: US05949QCB95
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time
B-4-3
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Securities Administrator or the Depositor may require a written
Opinion of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Securities Administrator and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act and such laws
or is being made pursuant to the 1933 Act and such laws, which Opinion of
Counsel shall not be an expense of the Securities Administrator or the Depositor
and (ii) the Securities Administrator shall require a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Securities
Administrator or the Depositor; provided that the foregoing requirements under
clauses (i) and (ii) shall not apply to a transfer of a Private Certificate
between or among the Depositor, the Seller, their affiliates or both. The Holder
of a Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Securities Administrator and the Depositor against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-0
XXXXXXX X-0
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class B-5
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 3 SENIOR
CERTIFICATES AND COMPONENTS AND THE CLASS B-1, CLASS B-2, CLASS B-3 AND CLASS
B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH
B-5-1
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF
THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER,
THE SECURITIES ADMINISTRATOR OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY
ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL
BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
B-5-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class B-5
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $__________
Initial Class Certificate
Balance of this Class: $162,000.00
Pass-Through Rate 6.000%
CUSIP No.: 05949Q CC 7
ISIN No.: US05949QCC78
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
B-5-3
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer, the
Securities Administrator or the Trustee or any of their respective affiliates.
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Securities Administrator or the Depositor may require a written
Opinion of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Securities Administrator and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act and such laws
or is being made pursuant to the 1933 Act and such laws, which Opinion of
Counsel shall not be an expense of the Securities Administrator or the Depositor
and (ii) the Securities Administrator shall require a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Securities
Administrator or the Depositor; provided that the foregoing requirements under
clauses (i) and (ii) shall not apply to a transfer of a Private Certificate
between or among the Depositor, the Seller, their affiliates or both. The Holder
of a Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Securities Administrator and the Depositor against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
X-0-0
XXXXXXX X-0
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class B-6
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 3 SENIOR
CERTIFICATES AND COMPONENTS AND THE CLASS B-1, CLASS B-2, CLASS B-3, CLASS B-4
AND CLASS B-5 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED
TRANSACTION CLASS
B-6-1
EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO
PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND
LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER
PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN
SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10%
OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH
AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF
ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE
PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT THAT THE
PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING
OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE
DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE TO
ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION
LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE
PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
PRECEDING SENTENCE TO THE SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
B-6-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class B-6
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $__________
Initial Class Certificate
Balance of this Class: $162,819.00
Pass-Through Rate 6.000%
CUSIP No.: 05949Q CD 5
ISIN No.: US05949QCD51
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
B-6-3
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer, the
Securities Administrator or the Trustee or any of their respective affiliates.
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Securities Administrator or the Depositor may require a written
Opinion of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Securities Administrator and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act and such laws
or is being made pursuant to the 1933 Act and such laws, which Opinion of
Counsel shall not be an expense of the Securities Administrator or the Depositor
and (ii) the Securities Administrator shall require a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Securities
Administrator or the Depositor; provided that the foregoing requirements under
clauses (i) and (ii) shall not apply to a transfer of a Private Certificate
between or among the Depositor, the Seller, their affiliates or both. The Holder
of a Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Securities Administrator and the Depositor against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-6-4
EXHIBIT B-X-M-1
[FORM OF FACE OF CLASS X-M-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class X-M-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CROSSED GROUP SENIOR
CERTIFICATES AND COMPONENTS AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
B-X-M-1-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class X-M-1
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $_____________
Initial Class Certificate
Balance of this Class: $9,910,000.00
Pass-Through Rate: Variable
CUSIP No.: 05949Q BV 6
ISIN No.: US05949QBV68
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
B-X-M-1-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator or the Trustee or any of their
respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-X-M-1-3
EXHIBIT B-X-B-1
[FORM OF FACE OF CLASS X-B-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class X-B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CROSSED GROUP SENIOR
CERTIFICATES AND COMPONENTS AND THE CLASS X-M-1 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT.
B-X-B-1-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class X-B-1
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $4,600,000.00
Pass-Through Rate: Variable
CUSIP No.: 05949Q BW 4
ISIN No.: US05949QBW42
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
B-X-B-1-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator or the Trustee or any of their
respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-X-B-1-3
EXHIBIT B-X-B-2
[FORM OF FACE OF CLASS X-B-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class X-B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CROSSED GROUP SENIOR
CERTIFICATES AND COMPONENTS, THE CLASS X-M-1 CERTIFICATES AND THE CLASS X-B-1
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
B-X-B-2-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class X-B-2
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $_____________
Initial Class Certificate
Balance of this Class: $4,247,000.00
Pass-Through Rate: Variable
CUSIP No.: 05949Q BX 2
ISIN No.: US05949QBX25
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
B-X-B-2-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator or the Trustee or any of their
respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-X-B-2-3
EXHIBIT B-X-B-3
[FORM OF FACE OF CLASS X-B-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class X-B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CROSSED GROUP SENIOR
CERTIFICATES AND COMPONENTS AND THE CLASS X-B-1, THE CLASS X-M-1 CERTIFICATES
AND CLASS X-B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT.
B-X-B-3-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class X-B-3
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $_____________
Initial Class Certificate
Balance of this Class: $2,831,000.00
Pass-Through Rate: Variable
CUSIP No.: 05949Q BY 0
ISIN No.: US05949QBY08
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
B-X-B-3-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator or the Trustee or any of their
respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-X-B-3-3
EXHIBIT B-X-B-4
[FORM OF FACE OF CLASS X-B-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class X-B-4
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CROSSED GROUP SENIOR
CERTIFICATES AND COMPONENTS AND THE CLASS X-M-1 CERTIFICATES, THE CLASS X-B-1,
CLASS X-B-2 AND CLASS X-B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH
B-X-B-4-1
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF
THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER,
THE SECURITIES ADMINISTRATOR OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY
ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL
BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
B-X-B-4-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class X-B-4
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $1,770,000.00
Pass-Through Rate Variable
CUSIP No.: 05949Q CE 3
ISIN No.: US05949QCE35
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
B-X-B-4-3
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer, the
Securities Administrator or the Trustee or any of their respective affiliates.
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Securities Administrator or the Depositor may require a written
Opinion of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Securities Administrator and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act and such laws
or is being made pursuant to the 1933 Act and such laws, which Opinion of
Counsel shall not be an expense of the Securities Administrator or the Depositor
and (ii) the Securities Administrator shall require a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Securities
Administrator or the Depositor; provided that the foregoing requirements under
clauses (i) and (ii) shall not apply to a transfer of a Private Certificate
between or among the Depositor, the Seller, their affiliates or both. The Holder
of a Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Securities Administrator and the Depositor against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-X-B-4-4
EXHIBIT B-X-B-5
[FORM OF FACE OF CLASS X-B-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class X-B-5
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CROSSED GROUP SENIOR
CERTIFICATES AND COMPONENTS AND THE CLASS X-M-1 CERTIFICATES, THE CLASS X-B-1,
CLASS X-B-2, CLASS X-B-3 AND CLASS X-B-4 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS
B-X-B-5-1
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED
IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"),
60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE
AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S)
HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME
EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY
THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND
LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER
SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN
INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II)
AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE SECURITIES
ADMINISTRATOR, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY
OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR
SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER, THE
SECURITIES ADMINISTRATOR OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE
UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS
CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY
ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL
BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
B-X-B-5-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class X-B-5
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $1,061,000.00
Pass-Through Rate Variable
CUSIP No.: 05949Q CF 0
ISIN No.: US05949QCF00
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
B-X-B-5-3
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer, the
Securities Administrator or the Trustee or any of their respective affiliates.
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Securities Administrator or the Depositor may require a written
Opinion of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Securities Administrator and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act and such laws
or is being made pursuant to the 1933 Act and such laws, which Opinion of
Counsel shall not be an expense of the Securities Administrator or the Depositor
and (ii) the Securities Administrator shall require a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Securities
Administrator or the Depositor; provided that the foregoing requirements under
clauses (i) and (ii) shall not apply to a transfer of a Private Certificate
between or among the Depositor, the Seller, their affiliates or both. The Holder
of a Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Securities Administrator and the Depositor against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-X-B-5-4
EXHIBIT B-X-B-6
[FORM OF FACE OF CLASS X-B-6 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class X-B-6
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CROSSED GROUP SENIOR
CERTIFICATES AND COMPONENTS AND THE CLASS X-M-1 CERTIFICATES, THE CLASS X-B-1,
CLASS X-B-2, CLASS X-B-3, CLASS X-B-4 AND CLASS X-B-5 CERTIFICATES AS DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS
B-X-B-6-1
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED
IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"),
60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE
AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S)
HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME
EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY
THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND
LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER
SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN
INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II)
AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE SECURITIES
ADMINISTRATOR, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY
OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR
SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER, THE
SECURITIES ADMINISTRATOR OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE
UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS
CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY
ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL
BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
B-X-B-6-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-2
Class X-B-6
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $____________
Initial Class Certificate
Balance of this Class: $1,416,330.00
Pass-Through Rate Variable
CUSIP No.: 05949Q CG 8
ISIN No.: US05949QCG82
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
B-X-B-6-3
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer, the
Securities Administrator or the Trustee or any of their respective affiliates.
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Securities Administrator or the Depositor may require a written
Opinion of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Securities Administrator and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act and such laws
or is being made pursuant to the 1933 Act and such laws, which Opinion of
Counsel shall not be an expense of the Securities Administrator or the Depositor
and (ii) the Securities Administrator shall require a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Securities
Administrator or the Depositor; provided that the foregoing requirements under
clauses (i) and (ii) shall not apply to a transfer of a Private Certificate
between or among the Depositor, the Seller, their affiliates or both. The Holder
of a Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Securities Administrator and the Depositor against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-X-B-6-4
EXHIBIT C
[FORM OF REVERSE OF ALL CERTIFICATES]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates
This Certificate is one of a duly authorized issue of Certificates
designated as Banc of America Funding Corporation Mortgage Pass-Through
Certificates, of the Series specified on the face hereof (collectively, the
"Certificates"), and representing a beneficial ownership interest in the Trust
created by the Pooling and Servicing Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the Pooling
and Servicing Agreement or, except as expressly provided in the Pooling and
Servicing Agreement, subject to any liability under the Pooling and Servicing
Agreement.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to the Pooling and Servicing Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties
evidenced thereby, and the rights, duties and immunities of the Securities
Administrator.
Pursuant to the terms of the Pooling and Servicing Agreement, a
distribution will be made on the 25th day of each calendar month (or, if such
day is not a Business Day, the next Business Day) (each, a "Distribution Date"),
commencing on the first Distribution Date specified on the face hereof, to the
Person in whose name this Certificate is registered at the close of business on
the applicable Record Date in an amount required pursuant to the Pooling and
Servicing Agreement.
On each Distribution Date, the Securities Administrator shall distribute
out of the Certificate Account to each Certificateholder of record on the
related Record Date (other than respecting the final distribution) (a) by check
mailed to such Certificateholder entitled to receive a distribution on such
Distribution Date at the address appearing in the Certificate Register, or (b)
upon written request by the Holder of a Certificate (other than a Residual
Certificate), by wire transfer or by such other means of payment as such
Certificateholder and the Securities Administrator shall agree upon, such
Certificateholder's Percentage Interest in the amount to which the related Class
of Certificates is entitled in accordance with the priorities set forth in
Section 5.02 of the Pooling and Servicing Agreement; provided, however, that in
the case of a Class of the Special Retail Certificates, distributions of
principal to which such Class is entitled will be made to the Holders of such
Class as described in Section 5.11 of the Pooling and Servicing Agreement.. The
final distribution on each Certificate will be made in like manner, but only
upon presentation and surrender of such Certificate to the Securities
Administrator as contemplated by Section 10.01 of the Pooling and Servicing
Agreement.
C-1
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Securities Administrator and the rights of the
Certificateholders under the Pooling and Servicing Agreement at any time by the
Depositor, the Master Servicer, the Securities Administrator and the Trustee
with the consent of the Holders of Certificates affected by such amendment
evidencing the requisite Percentage Interest, as provided in the Pooling and
Servicing Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange therefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Pooling and Servicing Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Securities Administrator upon surrender of
this Certificate for registration of transfer at the Corporate Trust Office of
the Securities Administrator accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator and the Certificate Registrar
duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Master Servicer, the Certificate Registrar, the
Securities Administrator and the Trustee and any agent of the Depositor, the
Master Servicer, the Certificate Registrar, the Securities Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Certificate Registrar, the Trustee, the Securities Administrator or any such
agent shall be affected by any notice to the contrary.
On any Distribution Date on which the aggregate Stated Principal Balance of
the Mortgage Loans is less than 1% of the aggregate Cut-off Date Pool Principal
Balance of such Mortgage Loans, the Master Servicer has the option to purchase
the Mortgage Loans under the conditions set forth in Section 10.01 of the
Pooling and Servicing Agreement. In the event that no such termination occurs,
the obligations and responsibilities created by the Pooling and Servicing
Agreement will terminate upon the later of the maturity or other liquidation (or
any
C-2
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
or the disposition of all property in respect thereof and the distribution to
Certificateholders of all amounts required to be distributed pursuant to the
Pooling and Servicing Agreement. In no event shall the Trust created by the
Pooling and Servicing Agreement continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late
ambassador of the United States to the Court of St. Xxxxx, living on the date
thereof.
Any term used herein that is defined in the Pooling and Servicing Agreement
shall have the meaning assigned in the Pooling and Servicing Agreement, and
nothing herein shall be deemed inconsistent with that meaning.
C-3
IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.
Dated:
------------------------------
XXXXX FARGO BANK, N.A.,
as Securities Administrator
By
-------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the Pooling and Servicing
Agreement referenced herein.
XXXXX FARGO BANK, N.A.,
as Securities Administrator
By
-------------------------------------
Authorized Signatory
C-4
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.
I (We) further direct the Securities Administrator to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
------------------------------
----------------------------------------
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________ for the
account of ___________________, account number _________________________, or, if
mailed by check, to Applicable statements should be mailed to
This information is provided by ____________________________, the assignee
named above, or, as its agent.
X-0
XXXXXXX X-0
LOAN GROUP 1 MORTGAGE LOAN SCHEDULE
D-1-1
LOANID GROUP OCC PROPTYPE OTERM CORTERM OLTV RATE
------------------------------------------------------------------------------------------------------------------------------------
601333738 1 Primary SFR 360 353 80 5.875
601335727 1 Primary SFR 360 354 79.85 5.75
601335784 1 Primary SFR 360 354 77.5 5.875
865604 1 Secondary PUD 360 355 46.46 5.875
908684 1 Primary SFR 360 357 70 5.875
914851 1 Primary SFR 360 356 74.9 5.625
32210627 1 Primary SFR 360 357 48.57 5.875
34865667 1 Primary SFR 360 357 77.56 5.75
143639235 1 Primary PUD Detached 360 356 61.5 5.5
143640472 1 Primary PUD Detached 360 356 54.71 5.625
143643948 1 Primary SFR 360 357 56.11 5.875
143769594 1 Primary SFR 360 356 66.22 5.875
143804292 1 Primary PUD Detached 360 356 74.59 5.875
143806560 1 Primary SFR 360 356 70 5.75
143811503 1 Primary Condo - Low 360 356 70 5.875
143811628 1 Primary SFR 360 357 61.54 5.625
143811867 1 Primary Condo - Low 360 356 52.34 5.875
143811883 1 Primary PUD Detached 360 357 70 5.5
143819175 1 Primary SFR 360 357 56.67 5.75
143834059 1 Primary SFR 360 357 80 5.75
143834158 1 Primary SFR 360 357 80 5.875
143834646 1 Primary PUD Attached 360 357 69.57 5.875
143934370 1 Primary SFR 360 357 64.71 5.875
143990927 1 Primary SFR 360 357 80 5.875
144135282 1 Primary PUD Detached 360 357 76.05 5.625
202164398 1 Primary SFR 360 357 69 5.75
202373189 1 Primary Condo - Low 360 356 69.54 5.625
202434411 1 Primary SFR 360 356 80 5.875
202442158 1 Primary SFR 360 356 61.11 5.375
202443891 1 Primary SFR 360 357 56.25 5.625
202446274 1 Primary SFR 360 356 72.92 5.75
202448452 1 Primary SFR 360 356 54.92 5.625
202449435 1 Primary PUD Detached 360 357 70 5.875
202461323 1 Primary Condo - Low 360 357 64.75 5.875
202478996 1 Primary SFR 360 357 80 5.875
202486452 1 Primary PUD Detached 360 357 64.14 5.875
202498176 1 Primary SFR 360 357 78.81 5.875
202508040 1 Primary SFR 360 357 64.93 5.875
202511333 1 Primary PUD Detached 360 357 70 5.625
202553012 1 Primary SFR 360 357 75.76 5.875
202582045 1 Primary PUD Detached 360 357 72.22 5.875
202594990 1 Primary SFR 360 357 69.65 5.875
202675229 1 Primary PUD Detached 360 358 63.09 5.625
4368206 1 Primary SFR 360 358 68.25 5.875
4379528 1 Primary Condo 360 358 79.99 5.5
46342309 1 Primary SFR 360 355 55.22 5.625
55055677 1 Primary SFR 360 358 68.03 5.875
57186751 1 Primary SFR 360 358 67.14 5.875
59534297 1 Primary SFR 360 358 68.79 5.75
59784991 1 Primary SFR 360 358 56.41 5.875
60032323 1 Primary SFR 360 358 80 5.875
60332376 1 Primary SFR 360 358 80 5.875
60486388 1 Primary SFR 360 358 57.94 5.875
60620515 1 Primary SFR 360 358 48.46 5.875
60723574 1 Primary SFR 360 357 63.17 5.75
60813623 1 Primary SFR 360 358 80 5.5
60837143 1 Primary SFR 360 358 60.44 5.75
140688227 1 Primary SFR 360 357 76.85 5.75
145330916 1 Primary SFR 360 353 79.28 5.875
145703187 1 Primary Condo - Low 360 356 66.42 5.875
146367743 1 Primary SFR 360 356 80 5.75
147112148 1 Primary Condo - Low 360 358 77.61 5.75
147232391 1 Primary Cooperative 360 358 74.67 5.875
147431498 1 Primary SFR 360 357 74.36 5.625
147435416 1 Secondary SFR 360 357 54.05 5.75
147515845 1 Primary SFR 360 358 80 5.875
147521355 1 Primary SFR 360 358 79.44 5.875
147552491 1 Primary Cooperative 360 358 62.63 5.875
147584502 1 Primary SFR 360 357 65.71 5.625
147595755 1 Primary SFR 360 357 73.9 5.875
147621346 1 Primary SFR 360 357 20.22 5.875
147716161 1 Primary PUD Detached 360 357 60.38 5.875
147745616 1 Primary SFR 360 357 79.98 5.75
147777056 1 Primary SFR 360 357 80.01 5.75
147787717 1 Primary SFR 360 357 75.18 5.875
147787923 1 Primary SFR 360 358 50.67 5.875
147802052 1 Primary SFR 360 357 74.62 5.875
147804603 1 Primary SFR 360 358 40.87 5.875
147815195 1 Primary SFR 360 357 61.54 5.875
147817308 1 Primary SFR 360 358 80 5.875
147839898 1 Primary Condo - Low 360 357 80 5.875
147894422 1 Primary SFR 360 357 80 5.875
147911176 1 Primary SFR 360 357 65 5.75
147913479 1 Primary SFR 360 357 80 5.625
147918528 1 Primary PUD Detached 360 357 75.78 5.875
147942288 1 Primary SFR 360 358 63.41 5.875
147952832 1 Primary SFR 360 357 80 5.875
147965461 1 Primary SFR 360 358 64.88 5.75
147968895 1 Primary SFR 360 358 68.62 5.875
147974679 1 Primary SFR 360 358 40 5.875
147988091 1 Primary SFR 360 358 80 5.625
147992887 1 Primary SFR 360 358 71.37 5.875
148084817 1 Primary SFR 360 358 69.87 5.875
148258536 1 Primary SFR 360 358 75 5.875
148263114 1 Primary SFR 360 357 46.04 5.5
148268568 1 Primary SFR 360 358 80 5.875
148280761 1 Primary SFR 360 358 75 5.25
148294028 1 Primary SFR 360 358 80 5.875
148408362 1 Primary SFR 360 357 50.77 5.75
148423338 1 Primary SFR 360 357 80 5.875
148441348 1 Primary SFR 360 358 47.22 5.875
148719016 1 Primary SFR 360 358 67.84 5.75
148887185 1 Primary SFR 360 356 73.03 5.875
148991904 1 Primary PUD Detached 360 356 65.26 5.875
LOANID FPDATE NDDATE S_MATDATE PANDI PTDATE XXXX COBAL
------------------------------------------------------------------------------------------------------------------------------------
601333738 8/1/2005 3/1/2006 7/1/2035 2,154.17 2/1/2006 440,000.00 440,000.00
601335727 9/1/2005 2/1/2006 8/1/2035 2,050.84 1/1/2006 428,000.00 427,999.95
601335784 9/1/2005 2/1/2006 8/1/2035 1,290.06 1/1/2006 263,500.00 263,499.99
865604 10/1/2005 2/1/2006 9/1/2035 2,991.35 1/1/2006 611,000.00 611,000.00
908684 12/1/2005 2/1/2006 11/1/2035 2,570.31 1/1/2006 525,000.00 524,886.00
914851 11/1/2005 2/1/2006 10/1/2035 2,756.25 1/1/2006 588,000.00 588,000.00
32210627 12/1/2005 2/1/2006 11/1/2035 2,080.73 1/1/2006 425,000.00 424,895.96
34865667 12/1/2005 2/1/2006 11/1/2035 2,070.00 1/1/2006 432,000.00 431,507.50
143639235 11/1/2005 2/1/2006 10/1/2035 3,015.81 1/1/2006 658,000.00 657,967.39
143640472 11/1/2005 3/1/2006 10/1/2035 2,203.13 2/1/2006 470,000.00 469,800.00
143643948 12/1/2005 2/1/2006 11/1/2035 2,472.40 1/1/2006 505,000.00 505,000.00
143769594 11/1/2005 2/1/2006 10/1/2035 2,398.96 1/1/2006 490,000.00 488,600.00
143804292 11/1/2005 2/1/2006 10/1/2035 2,227.60 1/1/2006 455,000.00 455,000.00
143806560 11/1/2005 3/1/2006 10/1/2035 3,018.75 2/1/2006 630,000.00 630,000.00
143811503 11/1/2005 2/1/2006 10/1/2035 3,838.33 1/1/2006 784,000.00 784,000.00
143811628 12/1/2005 2/1/2006 11/1/2035 4,687.50 1/1/2006 1,000,000.00 1,000,000.00
143811867 11/1/2005 3/1/2006 10/1/2035 2,408.75 2/1/2006 492,000.00 491,817.05
143811883 12/1/2005 2/1/2006 11/1/2035 3,112.08 1/1/2006 679,000.00 678,584.69
143819175 12/1/2005 2/1/2006 11/1/2035 2,443.75 1/1/2006 510,000.00 510,000.00
143834059 12/1/2005 2/1/2006 11/1/2035 2,070.00 1/1/2006 432,000.00 431,538.90
143834158 12/1/2005 5/1/2006 11/1/2035 2,504.22 4/1/2006 512,000.00 509,497.98
143834646 12/1/2005 2/1/2006 11/1/2035 3,916.67 1/1/2006 800,000.00 800,000.00
143934370 12/1/2005 3/1/2006 11/1/2035 2,154.17 2/1/2006 440,000.00 440,000.00
143990927 12/1/2005 2/1/2006 11/1/2035 2,350.00 1/1/2006 480,000.00 480,000.00
144135282 12/1/2005 2/1/2006 11/1/2035 2,979.84 1/1/2006 638,000.00 633,368.52
202164398 12/1/2005 2/1/2006 11/1/2035 3,303.88 1/1/2006 690,000.00 689,109.65
202373189 11/1/2005 2/1/2006 10/1/2035 2,118.75 1/1/2006 452,000.00 451,530.00
202434411 11/1/2005 3/1/2006 10/1/2035 3,817.86 2/1/2006 780,000.00 779,269.65
202442158 11/1/2005 3/1/2006 10/1/2035 2,463.54 2/1/2006 550,000.00 550,000.00
202443891 12/1/2005 3/1/2006 11/1/2035 4,218.75 2/1/2006 900,000.00 900,000.00
202446274 11/1/2005 2/1/2006 10/1/2035 3,107.44 1/1/2006 649,000.00 647,522.31
202448452 11/1/2005 2/1/2006 10/1/2035 3,589.92 1/1/2006 768,850.00 762,850.00
202449435 12/1/2005 3/1/2006 11/1/2035 3,255.73 2/1/2006 665,000.00 665,000.00
202461323 12/1/2005 2/1/2006 11/1/2035 6,340.10 1/1/2006 1,295,000.00 1,295,000.00
202478996 12/1/2005 2/1/2006 11/1/2035 2,937.50 1/1/2006 600,000.00 600,000.00
202486452 12/1/2005 2/1/2006 11/1/2035 2,198.23 1/1/2006 449,000.00 449,000.00
202498176 12/1/2005 2/1/2006 11/1/2035 2,585.00 1/1/2006 528,000.00 527,585.00
202508040 12/1/2005 2/1/2006 11/1/2035 2,193.33 1/1/2006 448,000.00 448,000.00
202511333 12/1/2005 2/1/2006 11/1/2035 4,593.75 1/1/2006 980,000.00 897,305.91
202553012 12/1/2005 2/1/2006 11/1/2035 2,447.92 1/1/2006 500,000.00 500,000.00
202582045 12/1/2005 2/1/2006 11/1/2035 2,545.83 1/1/2006 520,000.00 520,000.00
202594990 12/1/2005 2/1/2006 11/1/2035 2,247.19 1/1/2006 459,000.00 458,000.00
202675229 1/1/2006 2/1/2006 12/1/2035 2,203.13 1/1/2006 470,000.00 469,600.00
4368206 1/1/2006 2/1/2006 12/1/2035 2,105.21 1/1/2006 430,000.00 430,000.00
4379528 1/1/2006 3/1/2006 12/1/2035 2,427.33 2/1/2006 529,600.00 529,600.00
46342309 10/1/2005 3/1/2006 9/1/2035 3,403.41 2/1/2006 730,000.00 726,061.18
55055677 1/1/2006 2/1/2006 12/1/2035 2,447.92 1/1/2006 500,000.00 500,000.00
57186751 1/1/2006 2/1/2006 12/1/2035 3,182.29 1/1/2006 650,000.00 650,000.00
59534297 1/1/2006 2/1/2006 12/1/2035 2,010.58 1/1/2006 419,600.00 419,599.58
59784991 1/1/2006 2/1/2006 12/1/2035 2,692.71 1/1/2006 550,000.00 550,000.00
60032323 1/1/2006 2/1/2006 12/1/2035 2,428.33 1/1/2006 496,000.00 496,000.00
60332376 1/1/2006 2/1/2006 12/1/2035 2,349.96 1/1/2006 479,992.00 479,992.00
60486388 1/1/2006 2/1/2006 12/1/2035 3,573.83 1/1/2006 730,000.00 729,973.96
60620515 1/1/2006 2/1/2006 12/1/2035 4,626.54 1/1/2006 945,000.00 944,996.00
60723574 12/1/2005 2/1/2006 11/1/2035 3,054.21 1/1/2006 638,000.00 637,400.00
60813623 1/1/2006 2/1/2006 12/1/2035 1,562.69 1/1/2006 340,950.00 340,950.00
60837143 1/1/2006 2/1/2006 12/1/2035 2,635.42 1/1/2006 550,000.00 550,000.00
140688227 12/1/2005 2/1/2006 11/1/2035 4,784.14 1/1/2006 999,000.00 998,429.96
145330916 8/1/2005 3/1/2006 7/1/2035 2,154.17 2/1/2006 440,000.00 440,000.00
145703187 11/1/2005 2/1/2006 10/1/2035 2,113.58 1/1/2006 431,709.00 431,709.00
146367743 11/1/2005 2/1/2006 10/1/2035 3,510.85 1/1/2006 732,700.00 732,700.00
147112148 1/1/2006 2/1/2006 12/1/2035 2,491.67 1/1/2006 520,000.00 520,000.00
147232391 1/1/2006 3/1/2006 12/1/2035 7,274.62 2/1/2006 1,486,026.00 1,485,880.49
147431498 12/1/2005 2/1/2006 11/1/2035 2,039.06 1/1/2006 435,000.00 435,000.00
147435416 12/1/2005 2/1/2006 11/1/2035 4,791.66 1/1/2006 999,999.00 999,999.00
147515845 1/1/2006 2/1/2006 12/1/2035 2,115.00 1/1/2006 432,000.00 432,000.00
147521355 1/1/2006 2/1/2006 12/1/2035 3,009.82 1/1/2006 615,160.00 614,771.72
147552491 1/1/2006 2/1/2006 12/1/2035 2,560.52 1/1/2006 523,000.00 523,000.00
147584502 12/1/2005 2/1/2006 11/1/2035 2,694.05 1/1/2006 575,000.00 574,730.50
147595755 12/1/2005 2/1/2006 11/1/2035 3,549.48 1/1/2006 725,000.00 725,000.00
147621346 12/1/2005 2/1/2006 11/1/2035 2,722.08 1/1/2006 556,000.00 556,000.00
147716161 12/1/2005 2/1/2006 11/1/2035 2,599.27 1/1/2006 532,000.00 530,915.20
147745616 12/1/2005 2/1/2006 11/1/2035 2,970.83 1/1/2006 620,000.00 620,000.00
147777056 12/1/2005 2/1/2006 11/1/2035 2,664.41 1/1/2006 556,050.00 556,050.00
147787717 12/1/2005 2/1/2006 11/1/2035 4,895.59 1/1/2006 999,950.00 999,950.00
147787923 1/1/2006 2/1/2006 12/1/2035 3,720.83 1/1/2006 760,000.00 760,000.00
147802052 12/1/2005 2/1/2006 11/1/2035 2,374.48 1/1/2006 485,000.00 485,000.00
147804603 1/1/2006 2/1/2006 12/1/2035 2,301.04 1/1/2006 470,000.00 470,000.00
147815195 12/1/2005 2/1/2006 11/1/2035 4,894.95 1/1/2006 999,999.00 999,820.04
147817308 1/1/2006 2/1/2006 12/1/2035 4,641.25 1/1/2006 948,000.00 948,000.00
147839898 12/1/2005 3/1/2006 11/1/2035 2,643.75 2/1/2006 540,000.00 540,000.00
147894422 12/1/2005 3/1/2006 11/1/2035 2,055.50 2/1/2006 420,000.00 419,846.56
147911176 12/1/2005 2/1/2006 11/1/2035 3,986.67 1/1/2006 832,000.00 832,000.00
147913479 12/1/2005 2/1/2006 11/1/2035 2,531.25 1/1/2006 540,000.00 540,000.00
147918528 12/1/2005 2/1/2006 11/1/2035 2,151.72 1/1/2006 439,500.00 439,500.00
147942288 1/1/2006 2/1/2006 12/1/2035 3,182.29 1/1/2006 650,000.00 650,000.00
147952832 12/1/2005 3/1/2006 11/1/2035 4,723.50 2/1/2006 964,800.00 964,800.00
147965461 1/1/2006 2/1/2006 12/1/2035 4,647.92 1/1/2006 970,000.00 970,000.00
147968895 1/1/2006 2/1/2006 12/1/2035 4,871.35 1/1/2006 995,000.00 995,000.00
147974679 1/1/2006 3/1/2006 12/1/2035 4,895.59 2/1/2006 999,950.00 999,950.00
147988091 1/1/2006 3/1/2006 12/1/2035 2,437.50 2/1/2006 520,000.00 520,000.00
147992887 1/1/2006 2/1/2006 12/1/2035 4,210.42 1/1/2006 860,000.00 860,000.00
148084817 1/1/2006 3/1/2006 12/1/2035 3,368.33 2/1/2006 688,000.00 688,000.00
148258536 1/1/2006 3/1/2006 12/1/2035 4,332.81 2/1/2006 885,000.00 885,000.00
148263114 12/1/2005 3/1/2006 11/1/2035 2,285.16 2/1/2006 500,000.00 497,865.25
148268568 1/1/2006 2/1/2006 12/1/2035 2,115.00 1/1/2006 432,000.00 432,000.00
148280761 1/1/2006 2/1/2006 12/1/2035 1,886.72 1/1/2006 431,250.00 431,250.00
148294028 1/1/2006 2/1/2006 12/1/2035 2,467.50 1/1/2006 504,000.00 504,000.00
148408362 12/1/2005 3/1/2006 11/1/2035 2,189.55 2/1/2006 456,950.00 456,950.00
148423338 12/1/2005 3/1/2006 11/1/2035 3,901.18 2/1/2006 797,650.00 796,822.73
148441348 1/1/2006 2/1/2006 12/1/2035 2,078.28 1/1/2006 425,000.00 424,500.00
148719016 1/1/2006 3/1/2006 12/1/2035 2,395.83 2/1/2006 500,000.00 500,000.00
148887185 11/1/2005 2/1/2006 10/1/2035 3,182.29 1/1/2006 650,000.00 650,000.00
148991904 11/1/2005 2/1/2006 10/1/2035 2,076.81 1/1/2006 424,200.00 424,200.00
LOANID PURPOSE DOC OAPPVAL FRTRDATE CEILING FLOOR CAPINT
------------------------------------------------------------------------------------------------------------------------------------
601333738 C/O Refi Standard 550,000.00 00/00/0000 0 0 0
601335727 C/O Refi Standard 536,000.00 00/00/0000 0 0 0
601335784 R/T Refi Standard 340,000.00 00/00/0000 0 0 0
865604 R/T Refi Full 1,315,000.00 00/00/0000 0 0 0
908684 C/O Refi XXXX 750,000.00 00/00/0000 0 0 0
914851 R/T Refi XXXX 785,000.00 00/00/0000 0 0 0
32210627 Purchase FAD(Full or Alt or AUS) 900,000.00 00/00/0000 0 0 0
34865667 R/T Refi FAD(Full or Alt or AUS) 557,000.00 00/00/0000 0 0 0
143639235 R/T Refi NIV 1,070,000.00 00/00/0000 0 0 0
143640472 C/O Refi FAD(Full or Alt or AUS) 859,000.00 00/00/0000 0 0 0
143643948 C/O Refi FAD(Full or Alt or AUS) 900,000.00 00/00/0000 0 0 0
143769594 C/O Refi NIV 740,000.00 00/00/0000 0 0 0
143804292 C/O Refi FAD(Full or Alt or AUS) 610,000.00 00/00/0000 0 0 0
143806560 R/T Refi NIV 900,000.00 00/00/0000 0 0 0
143811503 C/O Refi NIV 1,120,000.00 00/00/0000 0 0 0
143811628 C/O Refi NIV 1,625,000.00 00/00/0000 0 0 0
143811867 C/O Refi NIV 940,000.00 00/00/0000 0 0 0
143811883 R/T Refi NIV 970,000.00 00/00/0000 0 0 0
143819175 R/T Refi FAD(Full or Alt or AUS) 900,000.00 00/00/0000 0 0 0
143834059 Purchase FAD(Full or Alt or AUS) 540,000.00 00/00/0000 0 0 0
143834158 Purchase FAD(Full or Alt or AUS) 640,000.00 00/00/0000 0 0 0
143834646 C/O Refi NIV 1,150,000.00 00/00/0000 0 0 0
143934370 C/O Refi NIV 680,000.00 00/00/0000 0 0 0
143990927 R/T Refi FAD(Full or Alt or AUS) 600,000.00 00/00/0000 0 0 0
144135282 Purchase FAD(Full or Alt or AUS) 1,100,000.00 00/00/0000 0 0 0
202164398 C/O Refi FAD(Full or Alt or AUS) 1,000,000.00 00/00/0000 0 0 0
202373189 C/O Refi FAD(Full or Alt or AUS) 650,000.00 00/00/0000 0 0 0
202434411 R/T Refi FAD(Full or Alt or AUS) 975,000.00 00/00/0000 0 0 0
202442158 C/O Refi FAD(Full or Alt or AUS) 900,000.00 00/00/0000 0 0 0
202443891 Purchase NIV 1,600,000.00 00/00/0000 0 0 0
202446274 R/T Refi PS(1 paystub & verbal VOE) 890,000.00 00/00/0000 0 0 0
202448452 R/T Refi NIV 1,400,000.00 00/00/0000 0 0 0
202449435 C/O Refi NIV 950,000.00 00/00/0000 0 0 0
202461323 R/T Refi FAD(Full or Alt or AUS) 2,000,000.00 00/00/0000 0 0 0
202478996 Purchase FAD(Full or Alt or AUS) 760,000.00 00/00/0000 0 0 0
202486452 C/O Refi FAD(Full or Alt or AUS) 700,000.00 00/00/0000 0 0 0
202498176 C/O Refi FAD(Full or Alt or AUS) 670,000.00 00/00/0000 0 0 0
202508040 R/T Refi FAD(Full or Alt or AUS) 690,000.00 00/00/0000 0 0 0
202511333 Purchase FAD(Full or Alt or AUS) 1,400,000.00 00/00/0000 0 0 0
202553012 C/O Refi FAD(Full or Alt or AUS) 660,000.00 00/00/0000 0 0 0
202582045 C/O Refi FAD(Full or Alt or AUS) 720,000.00 00/00/0000 0 0 0
202594990 Purchase FAD(Full or Alt or AUS) 659,000.00 00/00/0000 0 0 0
202675229 C/O Refi FAD(Full or Alt or AUS) 745,000.00 00/00/0000 0 0 0
4368206 Purchase Full/Alt 647,000.00 00/00/0000 0 0 0
4379528 Purchase Full/Alt 663,000.00 00/00/0000 0 0 0
46342309 Purchase Full 1,322,000.00 00/00/0000 0 0 0
55055677 Purchase Asset Only 735,000.00 00/00/0000 0 0 0
57186751 Purchase Asset Only 976,000.00 00/00/0000 0 0 0
59534297 R/T Refi Asset Only 610,000.00 00/00/0000 0 0 0
59784991 Purchase Asset Only 1,098,000.00 00/00/0000 0 0 0
60032323 Purchase Asset Only 620,000.00 00/00/0000 0 0 0
60332376 Purchase Asset Only 605,000.00 00/00/0000 0 0 0
60486388 R/T Refi Full 1,260,000.00 00/00/0000 0 0 0
60620515 C/O Refi Full 1,950,000.00 00/00/0000 0 0 0
60723574 C/O Refi Full 1,010,000.00 00/00/0000 0 0 0
60813623 Purchase Asset Only 440,000.00 00/00/0000 0 0 0
60837143 C/O Refi Asset Only 910,000.00 00/00/0000 0 0 0
140688227 R/T Refi Full 1,300,000.00 00/00/0000 0 0 0
145330916 C/O Refi Full 555,000.00 00/00/0000 0 0 0
145703187 R/T Refi AUS 650,000.00 00/00/0000 0 0 0
146367743 Purchase Full 966,000.00 00/00/0000 0 0 0
147112148 Purchase AUS 672,000.00 00/00/0000 0 0 0
147232391 Purchase Full 2,000,000.00 00/00/0000 0 0 0
147431498 Purchase AUS 585,000.00 00/00/0000 0 0 0
147435416 Purchase Full 1,850,000.00 00/00/0000 0 0 0
147515845 Purchase Asset Only 540,000.00 00/00/0000 0 0 0
147521355 Purchase Asset Only 776,000.00 00/00/0000 0 0 0
147552491 R/T Refi AUS 835,000.00 00/00/0000 0 0 0
147584502 Purchase AUS 875,000.00 00/00/0000 0 0 0
147595755 R/T Refi Full 981,000.00 00/00/0000 0 0 0
147621346 R/T Refi AUS 2,750,000.00 00/00/0000 0 0 0
147716161 Purchase Full 885,000.00 00/00/0000 0 0 0
147745616 Purchase Full 779,000.00 00/00/0000 0 0 0
147777056 Purchase Full 735,000.00 00/00/0000 0 0 0
147787717 Purchase Full 1,330,000.00 00/00/0000 0 0 0
147787923 C/O Refi Full 1,500,000.00 00/00/0000 0 0 0
147802052 C/O Refi Asset Only 650,000.00 00/00/0000 0 0 0
147804603 C/O Refi Asset Only 1,150,000.00 00/00/0000 0 0 0
147815195 C/O Refi Full 1,625,000.00 00/00/0000 0 0 0
147817308 Purchase Asset Only 1,190,000.00 00/00/0000 0 0 0
147839898 Purchase Full 675,000.00 00/00/0000 0 0 0
147894422 Purchase Asset Only 525,000.00 00/00/0000 0 0 0
147911176 Purchase Full 1,350,000.00 00/00/0000 0 0 0
147913479 Purchase Full 695,000.00 00/00/0000 0 0 0
147918528 C/O Refi Full 580,000.00 00/00/0000 0 0 0
147942288 Purchase Full 1,025,000.00 00/00/0000 0 0 0
147952832 Purchase Full 1,238,000.00 00/00/0000 0 0 0
147965461 Purchase Asset Only 1,495,000.00 00/00/0000 0 0 0
147968895 C/O Refi Asset Only 1,450,000.00 00/00/0000 0 0 0
147974679 R/T Refi Asset Only 2,500,000.00 00/00/0000 0 0 0
147988091 Purchase AUS 650,000.00 00/00/0000 0 0 0
147992887 Purchase Asset Only 1,205,000.00 00/00/0000 0 0 0
148084817 Purchase Full 992,000.00 00/00/0000 0 0 0
148258536 C/O Refi Asset Only 1,180,000.00 00/00/0000 0 0 0
148263114 C/O Refi AUS 1,086,000.00 00/00/0000 0 0 0
148268568 C/O Refi Asset Only 540,000.00 00/00/0000 0 0 0
148280761 C/O Refi Asset Only 575,000.00 00/00/0000 0 0 0
148294028 Purchase AUS 630,000.00 00/00/0000 0 0 0
148408362 C/O Refi Full 900,000.00 00/00/0000 0 0 0
148423338 Purchase Full 1,010,000.00 00/00/0000 0 0 0
148441348 R/T Refi Full 900,000.00 00/00/0000 0 0 0
148719016 Purchase AUS 745,000.00 00/00/0000 0 0 0
148887185 Purchase Full 890,000.00 00/00/0000 0 0 0
148991904 C/O Refi Full 650,000.00 00/00/0000 0 0 0
LOANID MARGIN INDEX ODATE ORIGINATOR SERVICER LPMI SVCFEE
------------------------------------------------------------------------------------------------------------------------------------
601333738 0 FIX 6/30/2005 GMAC GMAC 0 0.25
601335727 0 FIX 7/1/2005 GMAC GMAC 0 0.25
601335784 0 FIX 7/7/2005 GMAC GMAC 0 0.25
865604 0 FIX 9/2/2005 TaylorBean Bank of America 0 0.25
908684 0 FIX 10/7/2005 TaylorBean Bank of America 0 0.25
914851 0 FIX 10/3/2005 TaylorBean Bank of America 0 0.25
32210627 0 FIX 10/26/2005 SunTrust SunTrust 0 0.25
34865667 0 FIX 10/11/2005 SunTrust SunTrust 0 0.25
143639235 0 FIX 10/4/2005 SunTrust SunTrust 0 0.25
143640472 0 FIX 10/4/2005 SunTrust SunTrust 0 0.25
143643948 0 FIX 10/28/2005 SunTrust SunTrust 0 0.25
143769594 0 FIX 10/4/2005 SunTrust SunTrust 0 0.25
143804292 0 FIX 10/5/2005 SunTrust SunTrust 0 0.25
143806560 0 FIX 10/5/2005 SunTrust SunTrust 0 0.25
143811503 0 FIX 10/6/2005 SunTrust SunTrust 0 0.25
143811628 0 FIX 10/11/2005 SunTrust SunTrust 0 0.25
143811867 0 FIX 10/6/2005 SunTrust SunTrust 0 0.25
143811883 0 FIX 10/21/2005 SunTrust SunTrust 0 0.25
143819175 0 FIX 10/12/2005 SunTrust SunTrust 0 0.25
143834059 0 FIX 10/6/2005 SunTrust SunTrust 0 0.25
143834158 0 FIX 10/26/2005 SunTrust SunTrust 0 0.25
143834646 0 FIX 10/31/2005 SunTrust SunTrust 0 0.25
143934370 0 FIX 10/21/2005 SunTrust SunTrust 0 0.25
143990927 0 FIX 10/27/2005 SunTrust SunTrust 0 0.25
144135282 0 FIX 10/26/2005 SunTrust SunTrust 0 0.25
202164398 0 FIX 10/31/2005 SunTrust SunTrust 0 0.25
202373189 0 FIX 10/5/2005 SunTrust SunTrust 0 0.25
202434411 0 FIX 10/4/2005 SunTrust SunTrust 0 0.25
202442158 0 FIX 9/28/2005 SunTrust SunTrust 0 0.25
202443891 0 FIX 10/13/2005 SunTrust SunTrust 0 0.25
202446274 0 FIX 10/5/2005 SunTrust SunTrust 0 0.25
202448452 0 FIX 9/28/2005 SunTrust SunTrust 0 0.25
202449435 0 FIX 10/26/2005 SunTrust SunTrust 0 0.25
202461323 0 FIX 10/12/2005 SunTrust SunTrust 0 0.25
202478996 0 FIX 10/20/2005 SunTrust SunTrust 0 0.25
202486452 0 FIX 10/25/2005 SunTrust SunTrust 0 0.25
202498176 0 FIX 10/20/2005 SunTrust SunTrust 0 0.25
202508040 0 FIX 10/17/2005 SunTrust SunTrust 0 0.25
202511333 0 FIX 10/24/2005 SunTrust SunTrust 0 0.25
202553012 0 FIX 10/7/2005 SunTrust SunTrust 0 0.25
202582045 0 FIX 10/20/2005 SunTrust SunTrust 0 0.25
202594990 0 FIX 10/17/2005 SunTrust SunTrust 0 0.25
202675229 0 FIX 11/18/2005 SunTrust SunTrust 0 0.25
4368206 0 FIX 11/8/2005 NatCity NatCity 0 0.25
4379528 0 FIX 11/3/2005 NatCity NatCity 0 0.25
46342309 0 FIX 8/9/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
55055677 0 FIX 11/21/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
57186751 0 FIX 11/23/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
59534297 0 FIX 11/3/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
59784991 0 FIX 11/22/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
60032323 0 FIX 11/22/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
60332376 0 FIX 11/23/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
60486388 0 FIX 11/3/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
60620515 0 FIX 11/21/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
60723574 0 FIX 11/8/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
60813623 0 FIX 12/2/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
60837143 0 FIX 11/23/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
140688227 0 FIX 10/24/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
145330916 0 FIX 6/24/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
145703187 0 FIX 9/26/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146367743 0 FIX 9/20/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147112148 0 FIX 11/1/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147232391 0 FIX 11/7/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147431498 0 FIX 11/1/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147435416 0 FIX 10/31/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147515845 0 FIX 11/15/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147521355 0 FIX 11/17/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147552491 0 FIX 11/8/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147584502 0 FIX 10/14/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147595755 0 FIX 10/10/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147621346 0 FIX 11/4/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147716161 0 FIX 10/13/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147745616 0 FIX 10/31/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147777056 0 FIX 10/27/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147787717 0 FIX 10/25/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147787923 0 FIX 10/31/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147802052 0 FIX 10/5/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147804603 0 FIX 11/8/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147815195 0 FIX 10/28/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147817308 0 FIX 11/10/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147839898 0 FIX 10/28/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147894422 0 FIX 10/18/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147911176 0 FIX 10/21/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147913479 0 FIX 10/14/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147918528 0 FIX 10/7/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147942288 0 FIX 10/27/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147952832 0 FIX 10/28/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147965461 0 FIX 11/16/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147968895 0 FIX 11/2/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147974679 0 FIX 11/11/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147988091 0 FIX 11/17/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147992887 0 FIX 11/21/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
148084817 0 FIX 11/7/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
148258536 0 FIX 11/7/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
148263114 0 FIX 10/28/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
148268568 0 FIX 11/15/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
148280761 0 FIX 11/4/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
148294028 0 FIX 11/16/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
148408362 0 FIX 11/3/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
148423338 0 FIX 10/25/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
148441348 0 FIX 10/31/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
148719016 0 FIX 11/17/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
148887185 0 FIX 9/21/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
148991904 0 FIX 9/30/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
EXHIBIT D-2
LOAN GROUP 2 MORTGAGE LOAN SCHEDULE
D-2-1
LOANID GROUP OCC PROPTYPE OTERM CORTERM OLTV RATE
------------------------------------------------------------------------------------------------------------------------------------
135133981 2 Primary SFR 360 334 64.05 5.875
145641031 2 Primary SFR 360 355 37.85 5.875
145692273 2 Primary SFR 360 355 80 5.875
145705646 2 Primary Condo - High 360 355 34.09 5.625
145706842 2 Primary SFR 360 355 80 5.875
145792586 2 Primary SFR 360 355 69.54 5.875
145828646 2 Primary SFR 360 355 70.59 5.75
145983839 2 Primary SFR 360 355 61.83 5.75
146023247 2 Primary SFR 360 355 78.2 5.875
146052147 2 Primary SFR 360 356 63.54 5.75
146119326 2 Primary SFR 360 355 60.3 5.875
146124581 2 Primary 2-Family 360 355 40.57 5.75
146152491 2 Primary SFR 360 355 55.76 5.75
146203682 2 Primary SFR 360 355 61.6 5.875
146231543 2 Primary SFR 360 355 80 5.75
146273909 2 Primary SFR 360 355 68.97 5.875
146334792 2 Primary SFR 360 355 74.85 5.75
146347315 2 Primary SFR 360 355 58.33 5.875
146439666 2 Primary SFR 360 355 46.56 5.75
146443965 2 Primary SFR 360 355 80 6
146465802 2 Primary Condo - Low 360 355 57.3 5.75
146491295 2 Primary SFR 360 355 42.08 5.75
146534813 2 Primary SFR 360 355 74.07 5.625
146543962 2 Primary SFR 360 355 62.86 5.875
146548268 2 Primary SFR 360 355 75.98 6.375
146578927 2 Primary Condo - Low 360 355 80 6.125
146674239 2 Secondary Condo - Low 360 355 75 6
146755327 2 Primary SFR 360 355 80 6
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148128531 2 Primary SFR 360 359 72.68 6.125
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148135395 2 Primary SFR 360 358 95.11 6.125
148143407 2 Primary SFR 360 358 61.74 5.75
148144777 2 Primary SFR 360 358 66.31 5.75
148145899 2 Primary SFR 360 357 63.37 5.875
148148745 2 Primary SFR 360 357 78.63 6
148159973 2 Primary SFR 360 357 64.3 6.5
148161417 2 Primary SFR 360 357 60.86 6.125
148161813 2 Primary SFR 360 357 58.62 5.75
148162803 2 Primary SFR 360 358 35.83 6
148163827 2 Primary SFR 360 357 77.12 6.25
148163876 2 Primary SFR 360 358 74.07 5.875
148164304 2 Primary SFR 360 357 69.68 5.875
148173495 2 Primary SFR 360 357 45 6.125
148174626 2 Primary SFR 360 357 51.62 5.875
148184807 2 Primary SFR 360 357 72.88 6.125
148184898 2 Primary SFR 360 357 75 5.5
148195159 2 Primary SFR 360 358 50.5 6.125
148209158 2 Primary SFR 360 357 78.91 5.875
148215296 2 Primary SFR 360 358 54.46 6.625
148220874 2 Primary SFR 360 358 80 6
148221393 2 Primary SFR 360 358 61.05 6.125
148223431 2 Primary SFR 360 358 70 6.25
148224447 2 Primary SFR 360 357 52.02 6
148228521 2 Primary SFR 360 358 57.14 5.875
148230386 2 Primary SFR 360 357 49.27 6
148230444 2 Primary SFR 360 358 78.43 6.25
148232036 2 Primary SFR 360 357 48.89 6.125
148239254 2 Primary SFR 360 358 80 6.25
148250806 2 Primary SFR 360 357 70 6
148252828 2 Primary SFR 360 357 80 6.25
148274095 2 Primary SFR 360 358 55.07 5.75
148278518 2 Primary SFR 360 357 47.27 5.875
148278872 2 Primary SFR 360 357 53.99 6.125
148279755 2 Primary SFR 360 358 40 6.375
148280084 2 Primary SFR 360 358 27.03 6
148280191 2 Primary SFR 360 359 75.79 6.25
148284813 2 Primary SFR 360 357 74.97 6.25
148286537 2 Primary SFR 360 359 69.02 6
148288798 2 Primary SFR 360 358 66.67 6.25
148293285 2 Primary SFR 360 357 58.96 5.875
148300569 2 Primary SFR 360 358 69.74 5.875
148302037 2 Primary SFR 360 356 74.86 6
148302185 2 Primary SFR 360 358 80 5.625
148308463 2 Primary SFR 360 359 41.79 6
148310113 2 Primary Condo - Low 360 358 73.97 5.875
148325913 2 Primary SFR 360 356 74.07 6.25
148327745 2 Primary SFR 360 358 75 6
148330731 2 Primary SFR 360 357 44.9 6.125
148330798 2 Primary SFR 360 358 71.01 6.125
148331309 2 Primary SFR 360 358 67.06 5.75
148334782 2 Primary SFR 360 357 75 6.125
148344104 2 Primary SFR 360 357 59.63 6.5
148345291 2 Primary SFR 360 358 52.12 5.75
148350663 2 Primary SFR 360 357 52.65 6.125
148353964 2 Primary SFR 360 358 41.21 5.75
148357916 2 Primary SFR 360 357 80 5.875
148370729 2 Primary SFR 360 358 80 6.375
148372261 2 Primary SFR 360 358 61.22 6.5
148374986 2 Primary SFR 360 358 59.32 6
148375678 2 Primary SFR 360 358 80 6.25
148401904 2 Secondary SFR 360 357 70 6.5
148404791 2 Primary SFR 360 358 73.78 6.375
148407547 2 Primary SFR 360 358 80 6.375
148409345 2 Primary SFR 360 358 70 5.875
148411168 2 Primary SFR 360 357 56.4 6.25
148416464 2 Primary SFR 360 358 58.48 6.125
148417983 2 Secondary SFR 360 359 80 6.25
148425762 2 Primary SFR 360 357 78.4 5.75
148425986 2 Primary SFR 360 356 62.5 6.375
148427974 2 Primary SFR 360 357 80 6.125
148439458 2 Primary SFR 360 358 46 6.375
148443757 2 Primary SFR 360 358 62.07 5.875
148445216 2 Primary SFR 360 358 79.9 6.25
148466782 2 Primary SFR 360 357 65.77 6.25
148484884 2 Primary SFR 360 358 54.29 6.5
148486459 2 Primary SFR 360 355 69.09 6
148487713 2 Primary SFR 360 358 30.41 5.875
148501869 2 Primary SFR 360 358 60.58 6.125
148507775 2 Primary SFR 360 358 54.61 6.5
148514581 2 Primary SFR 360 358 50.28 6
148529118 2 Primary SFR 360 358 61.22 6
148529209 2 Primary SFR 360 357 75 5.75
148531973 2 Primary SFR 360 359 73.38 6.125
148537319 2 Primary SFR 360 357 75.13 6.25
148540917 2 Primary SFR 360 359 76.92 6.25
148544463 2 Primary SFR 360 357 80 6.25
148563257 2 Primary SFR 360 358 44.12 6
148565682 2 Primary SFR 360 358 55.56 5.75
148578362 2 Primary SFR 360 355 44.44 5.875
148582638 2 Secondary Condo - Low 360 358 54.79 6
148586852 2 Primary SFR 360 357 64.94 6.125
148591803 2 Primary SFR 360 358 60.13 5.875
148592751 2 Primary SFR 360 357 48.95 6.375
148609605 2 Primary SFR 360 358 80 6
148616154 2 Primary SFR 360 358 80 6.5
148619273 2 Primary SFR 360 359 41.5 6.125
148632235 2 Secondary SFR 360 358 75 6.625
148636657 2 Primary SFR 360 358 78.85 5.875
148651375 2 Primary SFR 360 358 65.94 6.5
148655038 2 Primary SFR 360 356 45.31 5.75
148657802 2 Primary SFR 360 357 70 6.125
148658628 2 Primary PUD Detached 360 355 72.33 5.625
148660798 2 Primary SFR 360 358 59.09 5.875
148665193 2 Primary SFR 360 356 59.48 5.875
148667009 2 Primary SFR 360 358 68.42 6.25
148667785 2 Primary SFR 360 358 80 6.25
148670805 2 Primary SFR 360 358 41.51 5.875
148676869 2 Primary SFR 360 358 80 6
148680796 2 Primary SFR 360 358 52.63 5.875
148681182 2 Primary SFR 360 359 80 6.375
148683436 2 Primary SFR 360 358 70 6.5
148684004 2 Primary SFR 360 359 79.91 6.25
148684749 2 Primary Condo - Low 360 358 80 5.875
148691322 2 Primary SFR 360 358 45.45 5.875
148693799 2 Primary SFR 360 358 80 5.875
148694227 2 Primary SFR 360 358 63.84 5.875
148697907 2 Primary SFR 360 358 61.76 6
148698541 2 Primary SFR 360 359 76.92 6.875
148698731 2 Primary SFR 360 359 78.43 5.875
148701733 2 Primary SFR 360 358 70.67 5.875
148705619 2 Primary 2-Family 360 358 68.95 7
148713225 2 Primary SFR 360 358 80 5.75
148714132 2 Primary SFR 360 357 71.43 5.875
148716699 2 Primary SFR 360 359 75.63 5.875
148721327 2 Primary SFR 360 358 80 5.875
148724685 2 Primary SFR 360 358 60.6 6.375
148725351 2 Primary SFR 360 358 80 6.25
148725518 2 Primary Condo - Low 360 358 53.85 6.375
148735087 2 Primary SFR 360 358 58.62 6.375
148737554 2 Primary SFR 360 358 36.27 6.25
148737703 2 Primary SFR 360 358 75 6.5
148737984 2 Primary SFR 360 359 80 6.375
148739329 2 Primary SFR 360 358 49.72 5.75
148739691 2 Primary SFR 360 358 70 5.875
148739774 2 Primary SFR 360 358 61.43 6.25
148743065 2 Primary SFR 360 358 54.35 6.125
148747041 2 Primary SFR 360 358 70 6.375
148747819 2 Primary SFR 360 358 75 6.25
148754922 2 Primary SFR 360 358 73.19 5.875
148756455 2 Primary Condo - Low 360 358 80 6.125
148757685 2 Primary SFR 360 358 70 6.25
148760465 2 Primary SFR 360 358 73.33 6.5
148760713 2 Primary SFR 360 358 67.84 6.25
148767528 2 Primary SFR 360 358 63.07 5.5
148769326 2 Primary SFR 360 356 76.92 6.25
148772148 2 Primary SFR 360 358 62.5 6.5
148773047 2 Primary SFR 360 358 80 6.375
148777121 2 Primary SFR 360 357 75 5.875
148777253 2 Primary SFR 360 359 67.14 6.25
148780679 2 Primary SFR 360 358 80 6.25
148788607 2 Primary SFR 360 358 57.42 6.125
148796741 2 Primary SFR 360 358 65.36 6.375
148801046 2 Primary SFR 360 358 80 6.125
148803299 2 Primary SFR 360 358 80 6.375
148807381 2 Secondary Condo - Low 360 358 67.74 6.5
148812126 2 Primary SFR 360 358 80 6
148820111 2 Primary SFR 360 358 64.71 6.875
148820129 2 Primary SFR 360 358 69.18 6
148825383 2 Primary Condo - Low 360 358 89.97 6.5
148826076 2 Primary SFR 360 358 74.09 5.875
148833569 2 Primary SFR 360 355 63.27 6
148834419 2 Primary SFR 360 358 63.51 6
148844152 2 Primary SFR 360 358 77.9 6
148847452 2 Primary SFR 360 358 80 6
148854656 2 Primary Condo - Low 360 358 80 6.75
148855265 2 Primary SFR 360 359 80 6.625
148861008 2 Primary SFR 360 356 73.26 6
148861032 2 Primary SFR 360 358 63.69 6.5
148866825 2 Primary SFR 360 359 80 6.375
148885148 2 Primary SFR 360 357 64 6.125
148905169 2 Primary SFR 360 358 47.06 6.75
148908957 2 Primary SFR 360 359 54.22 5.875
148914955 2 Primary SFR 360 358 70.97 6.625
148920945 2 Primary SFR 360 358 62.48 6.5
148922743 2 Primary SFR 360 358 80 6
148928633 2 Primary SFR 360 358 75.47 6
148949993 2 Primary SFR 360 358 78.6 6.375
148951627 2 Primary SFR 360 358 70.15 5.75
148953326 2 Primary SFR 360 358 69.83 6.75
148959828 2 Primary SFR 360 357 72.16 5.875
148971047 2 Primary SFR 360 359 63.53 6.5
148971344 2 Primary SFR 360 358 57.85 6.25
148974918 2 Primary SFR 360 359 64.14 6.5
148984883 2 Primary SFR 360 357 57.33 5.875
149019952 2 Primary SFR 360 358 80 6
149029365 2 Primary SFR 360 358 66.02 6.5
149036493 2 Primary SFR 360 358 75 6.5
149039331 2 Primary SFR 360 359 80 6.25
149046021 2 Primary SFR 360 353 71.55 6
149048183 2 Primary SFR 360 358 61.31 5.875
149049769 2 Primary SFR 360 359 34.83 6
149051831 2 Primary SFR 360 359 78.13 6.5
149056525 2 Primary SFR 360 356 79.46 6.125
149118705 2 Primary SFR 360 358 63.58 6
149126773 2 Primary SFR 360 359 80 6.5
149129819 2 Primary SFR 360 359 79.61 6.25
149169617 2 Primary SFR 360 359 79.68 6.25
149177263 2 Primary SFR 360 359 77.73 6.375
149179707 2 Primary SFR 360 359 80 6.25
149247017 2 Primary SFR 360 359 77.38 5.875
149255051 2 Primary SFR 360 359 80 6.375
149256927 2 Primary SFR 360 359 80 6.5
149265878 2 Primary SFR 360 359 80 6.375
149279218 2 Primary SFR 360 359 79.47 6.5
149281149 2 Primary SFR 360 359 80 6.375
149281644 2 Primary SFR 360 359 80 6
149282022 2 Primary SFR 360 359 80 6.25
149303125 2 Primary SFR 360 359 80 6.5
149318248 2 Primary SFR 360 359 79.49 6.5
149323305 2 Primary SFR 360 359 80 6.125
149333379 2 Primary SFR 360 359 68.05 6
149335069 2 Primary SFR 360 359 80 6.125
149368391 2 Primary SFR 360 359 80 6
149398646 2 Primary SFR 360 359 79.9 6.375
149503039 2 Primary SFR 360 359 80 6.375
67702139 2 Primary SFR 360 343 70 6.75
LOANID FPDATE NDDATE S_MATDATE PANDI PTDATE XXXX COBAL
------------------------------------------------------------------------------------------------------------------------------------
135133981 1/1/2004 2/1/2006 12/1/2033 1,981.66 1/1/2006 335,000.00 325,554.20
145641031 10/1/2005 2/1/2006 9/1/2035 4,076.76 1/1/2006 832,700.00 832,700.00
145692273 10/1/2005 2/1/2006 9/1/2035 2,173.75 1/1/2006 444,000.00 444,000.00
145705646 10/1/2005 2/1/2006 9/1/2035 3,515.63 1/1/2006 750,000.00 750,000.00
145706842 10/1/2005 2/1/2006 9/1/2035 2,964.63 1/1/2006 605,600.00 605,540.70
145792586 10/1/2005 2/1/2006 9/1/2035 3,040.31 1/1/2006 621,000.00 621,000.00
145828646 10/1/2005 2/1/2006 9/1/2035 2,875.00 1/1/2006 600,000.00 600,000.00
145983839 10/1/2005 2/1/2006 9/1/2035 2,363.48 1/1/2006 405,000.00 402,865.37
146023247 10/1/2005 2/1/2006 9/1/2035 2,335.31 1/1/2006 477,000.00 477,000.00
146052147 11/1/2005 2/1/2006 10/1/2035 2,434.46 1/1/2006 417,164.00 415,409.24
146119326 10/1/2005 4/1/2006 9/1/2035 2,937.50 3/1/2006 600,000.00 599,619.54
146124581 10/1/2005 2/1/2006 9/1/2035 3,402.08 1/1/2006 710,000.00 710,000.00
146152491 10/1/2005 2/1/2006 9/1/2035 2,271.25 1/1/2006 474,000.00 474,000.00
146203682 10/1/2005 3/1/2006 9/1/2035 2,261.84 2/1/2006 462,000.00 461,977.64
146231543 10/1/2005 2/1/2006 9/1/2035 3,352.25 1/1/2006 699,600.00 699,600.00
146273909 10/1/2005 3/1/2006 9/1/2035 4,895.83 2/1/2006 999,999.00 999,999.00
146334792 10/1/2005 2/1/2006 9/1/2035 2,882.86 1/1/2006 494,000.00 491,256.83
146347315 10/1/2005 2/1/2006 9/1/2035 2,998.70 1/1/2006 612,500.00 612,500.00
146439666 10/1/2005 2/1/2006 9/1/2035 2,118.85 1/1/2006 442,300.00 441,878.83
146443965 10/1/2005 2/1/2006 9/1/2035 3,093.69 1/1/2006 516,000.00 513,405.74
146465802 10/1/2005 2/1/2006 9/1/2035 3,857.29 1/1/2006 805,000.00 608,099.28
146491295 10/1/2005 2/1/2006 9/1/2035 2,947.05 1/1/2006 505,000.00 502,338.33
146534813 10/1/2005 2/1/2006 9/1/2035 4,686.40 1/1/2006 1,000,000.00 999,765.62
146543962 10/1/2005 3/1/2006 9/1/2035 2,151.86 2/1/2006 440,000.00 437,521.43
146548268 10/1/2005 2/1/2006 9/1/2035 3,408.50 1/1/2006 642,000.00 640,470.18
146578927 10/1/2005 2/1/2006 9/1/2035 2,224.14 1/1/2006 436,000.00 435,150.00
146674239 10/1/2005 4/1/2006 9/1/2035 3,225.00 3/1/2006 645,000.00 645,000.00
146755327 10/1/2005 2/1/2006 9/1/2035 2,800.00 1/1/2006 560,000.00 560,000.00
146781497 10/1/2005 2/1/2006 9/1/2035 2,469.95 1/1/2006 504,500.00 504,500.00
146803739 10/1/2005 2/1/2006 9/1/2035 2,252.08 1/1/2006 460,000.00 460,000.00
146804844 10/1/2005 2/1/2006 9/1/2035 2,728.66 1/1/2006 524,250.00 522,848.10
146912233 10/1/2005 2/1/2006 9/1/2035 2,733.12 1/1/2006 536,000.00 533,867.31
146968235 11/1/2005 3/1/2006 10/1/2035 2,500.61 2/1/2006 428,500.00 426,697.58
147108351 11/1/2005 2/1/2006 10/1/2035 4,895.34 1/1/2006 999,900.00 999,900.00
147164792 11/1/2005 2/1/2006 10/1/2035 3,530.62 1/1/2006 605,000.00 602,455.13
39239868 12/1/2005 3/1/2006 11/1/2035 1,020.00 2/1/2006 204,000.00 204,000.00
57831885 12/1/2005 3/1/2006 11/1/2035 3,052.06 2/1/2006 637,000.00 636,756.18
58332677 12/1/2005 2/1/2006 11/1/2035 5,908.68 1/1/2006 1,012,500.00 1,009,313.43
58408402 1/1/2006 3/1/2006 12/1/2035 2,515.00 2/1/2006 503,000.00 503,000.00
59436998 1/1/2006 3/1/2006 12/1/2035 920.42 2/1/2006 188,000.00 187,885.33
59901132 1/1/2006 2/1/2006 12/1/2035 5,952.44 1/1/2006 1,020,000.00 1,017,865.02
60727559 12/1/2005 3/1/2006 11/1/2035 2,938.38 2/1/2006 503,516.00 501,931.33
143067312 10/1/2005 2/1/2006 9/1/2035 5,915.38 1/1/2006 1,000,000.00 994,852.10
144874989 1/1/2006 3/1/2006 12/1/2035 3,005.41 2/1/2006 515,000.00 513,922.02
145461281 9/1/2005 3/1/2006 8/1/2025 3,650.84 2/1/2006 520,000.00 512,938.79
145820692 12/1/2005 3/1/2006 11/1/2035 3,501.44 2/1/2006 600,000.00 598,111.66
145894234 12/1/2005 2/1/2006 11/1/2035 3,433.80 1/1/2006 596,500.00 594,577.89
146310206 12/1/2005 2/1/2006 11/1/2035 5,835.73 1/1/2006 999,999.00 996,851.76
146387956 12/1/2005 2/1/2006 11/1/2035 3,495.61 1/1/2006 599,000.00 597,114.79
146441241 11/1/2005 2/1/2006 10/1/2035 2,688.53 1/1/2006 460,700.00 458,762.09
146477518 12/1/2005 2/1/2006 11/1/2035 2,777.81 1/1/2006 476,000.00 473,494.73
146521331 11/1/2005 2/1/2006 10/1/2035 3,132.64 1/1/2006 529,574.00 527,398.36
146573324 11/1/2005 2/1/2006 10/1/2035 2,824.50 1/1/2006 484,000.00 481,964.10
146627849 11/1/2005 2/1/2006 10/1/2035 765.63 1/1/2006 150,000.00 150,000.00
146634571 11/1/2005 3/1/2006 10/1/2035 3,979.95 2/1/2006 800,000.00 788,909.75
146635636 11/1/2005 2/1/2006 10/1/2035 2,970.83 1/1/2006 620,000.00 620,000.00
146639869 10/1/2005 2/1/2006 9/1/2035 1,316.29 1/1/2006 270,000.00 268,775.83
146640396 11/1/2005 2/1/2006 10/1/2035 3,127.96 1/1/2006 536,000.00 533,745.35
146648787 10/1/2005 2/1/2006 9/1/2035 1,667.50 1/1/2006 348,000.00 348,000.00
146652581 11/1/2005 2/1/2006 10/1/2035 2,612.33 1/1/2006 447,644.00 445,761.04
146656772 11/1/2005 3/1/2006 10/1/2035 1,009.38 2/1/2006 190,000.00 190,000.00
146683172 11/1/2005 2/1/2006 10/1/2035 2,864.22 1/1/2006 504,450.00 502,226.14
146765516 11/1/2005 2/1/2006 10/1/2035 2,985.83 1/1/2006 518,682.00 516,445.28
146790803 11/1/2005 2/1/2006 10/1/2025 3,262.50 1/1/2006 460,000.00 454,413.82
146798756 11/1/2005 2/1/2006 10/1/2035 2,500.61 1/1/2006 428,500.00 426,697.58
146807292 11/1/2005 2/1/2006 10/1/2035 2,661.10 1/1/2006 456,000.00 453,077.08
146878897 11/1/2005 3/1/2006 10/1/2035 2,661.92 2/1/2006 450,000.00 448,151.29
146879341 11/1/2005 2/1/2006 10/1/2035 11,355.78 1/1/2006 2,000,000.00 1,990,144.38
146881602 11/1/2005 3/1/2006 10/1/2035 2,626.08 2/1/2006 450,000.00 448,107.13
146906573 12/1/2005 2/1/2006 11/1/2035 2,558.39 1/1/2006 438,400.00 437,020.24
146933817 11/1/2005 3/1/2006 10/1/2035 2,521.04 2/1/2006 432,000.00 430,182.84
146962113 11/1/2005 2/1/2006 10/1/2035 3,104.61 1/1/2006 532,000.00 529,762.21
147007116 12/1/2005 2/1/2006 11/1/2035 2,707.47 1/1/2006 457,700.00 455,991.72
147053581 11/1/2005 2/1/2006 10/1/2035 3,209.66 1/1/2006 550,000.00 547,686.47
147068837 12/1/2005 3/1/2006 11/1/2035 2,626.08 2/1/2006 450,000.00 448,583.75
147081749 12/1/2005 2/1/2006 11/1/2035 2,079.95 1/1/2006 416,408.00 415,569.99
147099147 11/1/2005 2/1/2006 10/1/2035 2,786.18 1/1/2006 484,000.00 481,888.98
147129712 11/1/2005 2/1/2006 10/1/2035 2,917.87 1/1/2006 500,000.00 496,972.29
147137442 11/1/2005 2/1/2006 10/1/2035 3,151.30 1/1/2006 540,000.00 537,728.54
147142871 12/1/2005 2/1/2006 11/1/2035 2,966.13 1/1/2006 522,400.00 520,676.73
147165161 11/1/2005 2/1/2006 10/1/2035 2,929.54 1/1/2006 502,000.00 499,888.40
147173694 11/1/2005 2/1/2006 10/1/2035 2,506.45 1/1/2006 429,500.00 427,693.34
147175897 11/1/2005 3/1/2006 10/1/2035 2,976.23 2/1/2006 510,000.00 507,854.73
147197792 11/1/2005 2/1/2006 10/1/2035 2,801.15 1/1/2006 480,000.00 477,980.95
147199723 11/1/2005 3/1/2006 10/1/2035 2,441.94 2/1/2006 424,200.00 422,373.20
147237986 12/1/2005 3/1/2006 11/1/2035 3,261.01 2/1/2006 558,800.00 557,041.32
147286553 11/1/2005 2/1/2006 10/1/2035 2,705.59 1/1/2006 470,000.00 467,975.97
147310924 11/1/2005 2/1/2006 10/1/2035 2,847.84 1/1/2006 488,000.00 485,947.27
147338883 12/1/2005 2/1/2006 11/1/2035 2,750.66 1/1/2006 465,000.00 463,560.63
147343792 12/1/2005 3/1/2006 11/1/2035 2,462.68 2/1/2006 422,000.00 417,434.12
147348288 11/1/2005 2/1/2006 10/1/2035 2,804.60 1/1/2006 487,200.00 485,101.91
147400816 11/1/2005 2/1/2006 10/1/2035 2,758.55 1/1/2006 479,200.00 477,136.35
147406268 11/1/2005 3/1/2006 10/1/2035 2,526.88 2/1/2006 433,000.00 431,178.61
147407068 11/1/2005 2/1/2006 10/1/2035 2,906.20 1/1/2006 498,000.00 495,904.41
147416622 11/1/2005 2/1/2006 10/1/2035 2,526.88 1/1/2006 433,000.00 431,178.61
147419105 12/1/2005 2/1/2006 11/1/2035 3,057.93 1/1/2006 524,000.00 522,346.66
147429963 11/1/2005 2/1/2006 10/1/2035 2,573.56 1/1/2006 441,000.00 439,144.98
147438329 11/1/2005 2/1/2006 10/1/2035 2,632.35 1/1/2006 445,000.00 443,048.61
147438337 12/1/2005 2/1/2006 11/1/2035 2,596.90 1/1/2006 445,000.00 443,599.49
147441307 11/1/2005 2/1/2006 10/1/2035 2,566.28 1/1/2006 445,800.00 443,880.18
147445373 11/1/2005 4/1/2006 10/1/2035 2,797.70 3/1/2006 486,000.00 483,907.04
147449649 11/1/2005 2/1/2006 10/1/2035 2,872.53 1/1/2006 499,000.00 496,851.08
147460893 11/1/2005 2/1/2006 10/1/2035 2,509.37 1/1/2006 430,000.00 428,191.24
147466684 11/1/2005 2/1/2006 10/1/2035 2,460.35 1/1/2006 421,600.00 419,826.58
147468524 11/1/2005 4/1/2006 10/1/2035 2,847.84 3/1/2006 488,000.00 485,947.27
147475594 11/1/2005 2/1/2006 10/1/2035 4,079.18 1/1/2006 699,000.00 696,038.81
147480636 11/1/2005 2/1/2006 10/1/2035 3,123.29 1/1/2006 535,200.00 532,948.72
147481618 11/1/2005 2/1/2006 10/1/2035 3,968.30 1/1/2006 680,000.00 677,139.65
147483366 11/1/2005 3/1/2006 10/1/2035 2,518.50 2/1/2006 437,500.00 435,615.93
147492417 11/1/2005 3/1/2006 10/1/2035 2,451.01 2/1/2006 420,000.00 418,233.32
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148760713 1/1/2006 2/1/2006 12/1/2035 3,879.02 1/1/2006 630,000.00 628,801.35
148767528 1/1/2006 3/1/2006 12/1/2035 2,685.65 2/1/2006 473,000.00 471,777.88
148769326 11/1/2005 2/1/2006 10/1/2035 6,157.17 1/1/2006 1,000,000.00 996,174.90
148772148 1/1/2006 2/1/2006 12/1/2035 10,833.33 1/1/2006 2,000,000.00 2,000,000.00
148773047 1/1/2006 2/1/2006 12/1/2035 2,690.13 1/1/2006 431,200.00 430,399.12
148777121 12/1/2005 2/1/2006 11/1/2035 7,808.30 1/1/2006 1,320,000.00 1,315,942.80
148777253 2/1/2006 2/1/2006 1/1/2036 2,893.88 2/1/2006 470,000.00 469,554.04
148780679 1/1/2006 2/1/2006 12/1/2035 2,442.71 1/1/2006 644,000.00 469,000.00
148788607 1/1/2006 3/1/2006 12/1/2035 2,703.87 2/1/2006 445,000.00 443,740.02
148796741 1/1/2006 2/1/2006 12/1/2035 3,119.35 1/1/2006 500,000.00 499,071.34
148801046 1/1/2006 2/1/2006 12/1/2035 2,143.46 1/1/2006 420,000.00 419,943.75
148803299 1/1/2006 2/1/2006 12/1/2035 2,670.17 1/1/2006 428,000.00 427,175.07
148807381 1/1/2006 2/1/2006 12/1/2035 1,137.50 1/1/2006 210,000.00 210,000.00
148812126 1/1/2006 3/1/2006 12/1/2035 3,450.00 2/1/2006 690,000.00 690,000.00
148820111 1/1/2006 2/1/2006 12/1/2035 3,613.11 1/1/2006 550,000.00 549,073.21
148820129 1/1/2006 2/1/2006 12/1/2035 3,297.53 1/1/2006 550,000.00 548,902.20
148825383 1/1/2006 3/1/2006 12/1/2035 3,292.45 2/1/2006 520,900.00 519,809.78
148826076 1/1/2006 2/1/2006 12/1/2035 2,519.96 1/1/2006 426,000.00 425,111.08
148833569 10/1/2005 3/1/2006 9/1/2035 2,787.91 2/1/2006 465,000.00 462,662.19
148834419 1/1/2006 2/1/2006 12/1/2035 2,817.89 1/1/2006 470,000.00 469,061.88
148844152 1/1/2006 2/1/2006 12/1/2035 3,525.00 1/1/2006 705,000.00 705,000.00
148847452 1/1/2006 2/1/2006 12/1/2035 3,160.00 1/1/2006 632,000.00 632,000.00
148854656 1/1/2006 3/1/2006 12/1/2035 2,812.32 2/1/2006 433,600.00 432,851.26
148855265 2/1/2006 3/1/2006 1/1/2036 3,403.83 2/1/2006 531,589.60 531,120.59
148861008 11/1/2005 2/1/2006 10/1/2035 5,995.51 1/1/2006 1,000,000.00 995,988.00
148861032 1/1/2006 2/1/2006 12/1/2035 1,121.25 1/1/2006 207,000.00 207,000.00
148866825 2/1/2006 2/1/2006 1/1/2036 2,633.98 2/1/2006 422,200.00 421,808.96
148885148 12/1/2005 3/1/2006 11/1/2035 4,083.33 2/1/2006 800,000.00 800,000.00
148905169 1/1/2006 2/1/2006 12/1/2035 5,188.79 1/1/2006 800,000.00 798,618.55
148908957 2/1/2006 2/1/2006 1/1/2036 2,661.92 2/1/2006 450,000.00 449,541.20
148914955 1/1/2006 3/1/2006 12/1/2035 3,521.72 2/1/2006 550,000.00 549,026.80
148920945 1/1/2006 2/1/2006 12/1/2035 423.04 1/1/2006 78,100.00 78,100.00
148922743 1/1/2006 3/1/2006 12/1/2035 2,960.00 2/1/2006 592,000.00 592,000.00
148928633 1/1/2006 2/1/2006 12/1/2035 5,995.51 1/1/2006 1,000,000.00 998,004.00
148949993 1/1/2006 2/1/2006 12/1/2035 4,055.16 1/1/2006 650,000.00 648,792.74
148951627 1/1/2006 3/1/2006 12/1/2035 2,742.80 2/1/2006 470,000.00 469,016.21
148953326 1/1/2006 2/1/2006 12/1/2035 5,624.72 1/1/2006 999,950.00 999,950.00
148959828 12/1/2005 2/1/2006 11/1/2035 5,915.38 1/1/2006 1,000,000.00 996,926.37
148971047 2/1/2006 2/1/2006 1/1/2036 3,160.35 2/1/2006 500,000.00 499,547.98
148971344 1/1/2006 3/1/2006 12/1/2035 2,678.37 2/1/2006 435,000.00 434,172.36
148974918 2/1/2006 2/1/2006 1/1/2036 2,939.12 2/1/2006 465,000.00 464,579.63
148984883 12/1/2005 2/1/2006 11/1/2035 2,543.61 1/1/2006 430,000.00 428,678.34
149019952 1/1/2006 2/1/2006 12/1/2035 3,117.67 1/1/2006 520,000.00 518,962.07
149029365 1/1/2006 2/1/2006 12/1/2035 1,841.67 1/1/2006 340,000.00 340,000.00
149036493 1/1/2006 2/1/2006 12/1/2035 9,239.25 1/1/2006 1,461,750.00 1,459,099.97
149039331 2/1/2006 3/1/2006 1/1/2036 2,741.03 2/1/2006 445,176.00 444,753.59
149046021 8/1/2005 2/1/2006 7/1/2035 2,788.51 1/1/2006 465,100.00 461,809.91
149048183 1/1/2006 2/1/2006 12/1/2035 2,484.46 1/1/2006 420,000.00 419,141.48
149049769 2/1/2006 2/1/2006 1/1/2036 2,848.17 2/1/2006 475,050.00 474,577.08
149051831 2/1/2006 2/1/2006 1/1/2036 3,160.35 2/1/2006 500,000.00 499,547.98
149056525 11/1/2005 2/1/2006 10/1/2035 2,703.87 1/1/2006 445,000.00 443,256.65
149118705 1/1/2006 2/1/2006 12/1/2035 3,087.69 1/1/2006 515,000.00 513,972.06
149126773 2/1/2006 2/1/2006 1/1/2036 2,942.91 2/1/2006 465,600.00 465,179.09
149129819 2/1/2006 2/1/2006 1/1/2036 2,789.20 2/1/2006 453,000.00 452,570.17
149169617 2/1/2006 2/1/2006 1/1/2036 3,078.59 2/1/2006 500,000.00 499,525.58
149177263 2/1/2006 3/1/2006 1/1/2036 3,200.46 2/1/2006 513,000.00 512,524.85
149179707 2/1/2006 2/1/2006 1/1/2036 2,955.45 2/1/2006 480,000.00 479,544.55
149247017 2/1/2006 2/1/2006 1/1/2036 2,951.78 2/1/2006 499,000.00 498,491.24
149255051 2/1/2006 2/1/2006 1/1/2036 2,620.26 2/1/2006 420,000.00 419,610.99
149256927 2/1/2006 2/1/2006 1/1/2036 3,185.63 2/1/2006 504,000.00 503,544.37
149265878 2/1/2006 2/1/2006 1/1/2036 3,793.13 2/1/2006 608,000.00 607,436.87
149279218 2/1/2006 2/1/2006 1/1/2036 2,863.27 2/1/2006 453,000.00 452,590.48
149281149 2/1/2006 2/1/2006 1/1/2036 2,944.67 2/1/2006 472,000.00 471,562.83
149281644 2/1/2006 3/1/2006 1/1/2036 3,237.58 2/1/2006 540,000.00 539,112.42
149282022 2/1/2006 2/1/2006 1/1/2036 3,551.46 2/1/2006 576,800.00 576,252.71
149303125 2/1/2006 3/1/2006 1/1/2036 3,231.14 2/1/2006 511,200.00 510,737.86
149318248 2/1/2006 3/1/2006 1/1/2036 3,160.35 2/1/2006 500,000.00 499,547.98
149323305 2/1/2006 2/1/2006 1/1/2036 3,256.80 2/1/2006 536,000.00 535,479.03
149333379 2/1/2006 2/1/2006 1/1/2036 2,554.09 2/1/2006 426,000.00 425,575.91
149335069 2/1/2006 2/1/2006 1/1/2036 3,329.71 2/1/2006 548,000.00 547,467.37
149368391 2/1/2006 3/1/2006 1/1/2036 3,237.58 2/1/2006 540,000.00 539,462.42
149398646 2/1/2006 3/1/2006 1/1/2036 3,040.75 2/1/2006 487,400.00 486,948.56
149503039 2/1/2006 2/1/2006 1/1/2036 3,119.35 2/1/2006 500,000.00 499,536.90
67702139 10/1/2004 3/1/2006 9/1/2034 2,399.49 2/1/2006 369,950.00 363,778.47
LOANID PURPOSE DOC OAPPVAL FRTRDATE CEILING FLOOR CAPINT
------------------------------------------------------------------------------------------------------------------------------------
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148063514 Purchase AUS 751,000.00 00/00/0000 0 0 0
148066012 C/O Refi AUS 760,000.00 00/00/0000 0 0 0
148068406 C/O Refi AUS 750,000.00 00/00/0000 0 0 0
148069255 C/O Refi Asset Only 644,000.00 00/00/0000 0 0 0
148087463 Purchase Asset Only 575,000.00 00/00/0000 0 0 0
148089162 C/O Refi AUS 715,000.00 00/00/0000 0 0 0
148090053 C/O Refi AUS 585,000.00 00/00/0000 0 0 0
148093065 C/O Refi AUS 800,000.00 00/00/0000 0 0 0
148108897 Purchase AUS 580,000.00 00/00/0000 0 0 0
148113988 C/O Refi AUS 805,000.00 00/00/0000 0 0 0
148115884 R/T Refi AUS 660,000.00 00/00/0000 0 0 0
148117914 R/T Refi AUS 710,000.00 00/00/0000 0 0 0
148120835 R/T Refi AUS 926,000.00 00/00/0000 0 0 0
148128531 C/O Refi Asset Only 585,000.00 00/00/0000 0 0 0
148129992 R/T Refi AUS 550,000.00 00/00/0000 0 0 0
148135395 C/O Refi Full 552,000.00 00/00/0000 0 0 0
148143407 R/T Refi AUS 690,000.00 00/00/0000 0 0 0
148144777 C/O Refi AUS 656,000.00 00/00/0000 0 0 0
148145899 C/O Refi AUS 775,000.00 00/00/0000 0 0 0
148148745 R/T Refi AUS 531,000.00 00/00/0000 0 0 0
148159973 R/T Refi Asset Only 762,000.00 00/00/0000 0 0 0
148161417 C/O Refi Full 1,050,000.00 00/00/0000 0 0 0
148161813 C/O Refi Asset Only 725,000.00 00/00/0000 0 0 0
148162803 C/O Refi AUS 1,200,000.00 00/00/0000 0 0 0
148163827 Purchase Asset Only 625,000.00 00/00/0000 0 0 0
148163876 C/O Refi AUS 675,000.00 00/00/0000 0 0 0
148164304 C/O Refi AUS 742,000.00 00/00/0000 0 0 0
148173495 C/O Refi AUS 1,000,000.00 00/00/0000 0 0 0
148174626 R/T Refi AUS 830,000.00 00/00/0000 0 0 0
148184807 C/O Refi AUS 590,000.00 00/00/0000 0 0 0
148184898 C/O Refi AUS 635,000.00 00/00/0000 0 0 0
148195159 R/T Refi AUS 995,000.00 00/00/0000 0 0 0
148209158 C/O Refi Asset Only 735,000.00 00/00/0000 0 0 0
148215296 C/O Refi Asset Only 1,120,000.00 00/00/0000 0 0 0
148220874 C/O Refi AUS 550,000.00 00/00/0000 0 0 0
148221393 C/O Refi AUS 950,000.00 00/00/0000 0 0 0
148223431 C/O Refi AUS 680,000.00 00/00/0000 0 0 0
148224447 Purchase AUS 990,000.00 00/00/0000 0 0 0
148228521 C/O Refi Asset Only 1,225,000.00 00/00/0000 0 0 0
148230386 Purchase AUS 1,030,000.00 00/00/0000 0 0 0
148230444 C/O Refi Asset Only 575,000.00 00/00/0000 0 0 0
148232036 Purchase AUS 900,000.00 00/00/0000 0 0 0
148239254 Purchase AUS 600,000.00 00/00/0000 0 0 0
148250806 Purchase Asset Only 1,100,000.00 00/00/0000 0 0 0
148252828 Purchase AUS 705,000.00 00/00/0000 0 0 0
148274095 C/O Refi Asset Only 1,725,000.00 00/00/0000 0 0 0
148278518 C/O Refi AUS 1,100,000.00 00/00/0000 0 0 0
148278872 C/O Refi AUS 815,000.00 00/00/0000 0 0 0
148279755 C/O Refi Asset Only 1,250,000.00 00/00/0000 0 0 0
148280084 C/O Refi AUS 1,850,000.00 00/00/0000 0 0 0
148280191 Purchase AUS 600,000.00 00/00/0000 0 0 0
148284813 R/T Refi AUS 565,000.00 00/00/0000 0 0 0
148286537 R/T Refi AUS 630,000.00 00/00/0000 0 0 0
148288798 C/O Refi AUS 675,000.00 00/00/0000 0 0 0
148293285 Purchase AUS 856,500.00 00/00/0000 0 0 0
148300569 R/T Refi AUS 760,000.00 00/00/0000 0 0 0
148302037 C/O Refi Income Only 521,000.00 00/00/0000 0 0 0
148302185 Purchase AUS 555,000.00 00/00/0000 0 0 0
148308463 C/O Refi Asset Only 1,240,000.00 00/00/0000 0 0 0
148310113 Purchase AUS 730,000.00 00/00/0000 0 0 0
148325913 C/O Refi Income Only 675,000.00 00/00/0000 0 0 0
148327745 Purchase Full 1,400,000.00 00/00/0000 0 0 0
148330731 Purchase AUS 1,089,000.00 00/00/0000 0 0 0
148330798 C/O Refi Asset Only 845,000.00 00/00/0000 0 0 0
148331309 Purchase AUS 768,000.00 00/00/0000 0 0 0
148334782 Purchase AUS 855,000.00 00/00/0000 0 0 0
148344104 C/O Refi AUS 805,000.00 00/00/0000 0 0 0
148345291 Purchase AUS 1,300,000.00 00/00/0000 0 0 0
148350663 C/O Refi AUS 905,000.00 00/00/0000 0 0 0
148353964 Purchase AUS 1,153,000.00 00/00/0000 0 0 0
148357916 Purchase AUS 650,000.00 00/00/0000 0 0 0
148370729 Purchase AUS 620,000.00 00/00/0000 0 0 0
148372261 C/O Refi AUS 735,000.00 00/00/0000 0 0 0
148374986 C/O Refi AUS 885,000.00 00/00/0000 0 0 0
148375678 R/T Refi AUS 750,963.00 00/00/0000 0 0 0
148401904 C/O Refi Asset Only 650,000.00 00/00/0000 0 0 0
148404791 C/O Refi Asset Only 820,000.00 00/00/0000 0 0 0
148407547 C/O Refi Asset Only 430,000.00 00/00/0000 0 0 0
148409345 Purchase Asset Only 1,310,000.00 00/00/0000 0 0 0
148411168 R/T Refi AUS 750,000.00 00/00/0000 0 0 0
148416464 C/O Refi Full 1,368,000.00 00/00/0000 0 0 0
148417983 Purchase AUS 649,000.00 00/00/0000 0 0 0
148425762 Purchase AUS 625,000.00 00/00/0000 0 0 0
148425986 C/O Refi Asset Only 1,600,000.00 00/00/0000 0 0 0
148427974 Purchase AUS 600,000.00 00/00/0000 0 0 0
148439458 R/T Refi AUS 1,100,000.00 00/00/0000 0 0 0
148443757 C/O Refi Asset Only 725,000.00 00/00/0000 0 0 0
148445216 Purchase AUS 560,000.00 00/00/0000 0 0 0
148466782 C/O Refi Asset Only 710,000.00 00/00/0000 0 0 0
148484884 C/O Refi AUS 875,000.00 00/00/0000 0 0 0
148486459 C/O Refi Asset Only 757,000.00 00/00/0000 0 0 0
148487713 Purchase AUS 1,644,000.00 00/00/0000 0 0 0
148501869 Purchase AUS 761,000.00 00/00/0000 0 0 0
148507775 C/O Refi AUS 824,000.00 00/00/0000 0 0 0
148514581 C/O Refi AUS 885,000.00 00/00/0000 0 0 0
148529118 C/O Refi Asset Only 980,000.00 00/00/0000 0 0 0
148529209 Purchase Full 1,600,000.00 00/00/0000 0 0 0
148531973 C/O Refi AUS 665,000.00 00/00/0000 0 0 0
148537319 C/O Refi Income Only 575,000.00 00/00/0000 0 0 0
148540917 R/T Refi Asset Only 1,300,000.00 00/00/0000 0 0 0
148544463 Purchase AUS 634,000.00 00/00/0000 0 0 0
148563257 C/O Refi AUS 1,190,000.00 00/00/0000 0 0 0
148565682 Purchase AUS 900,000.00 00/00/0000 0 0 0
148578362 C/O Refi Full 1,350,000.00 00/00/0000 0 0 0
148582638 Purchase AUS 1,095,000.00 00/00/0000 0 0 0
148586852 Purchase AUS 770,000.00 00/00/0000 0 0 0
148591803 Purchase AUS 765,000.00 00/00/0000 0 0 0
148592751 C/O Refi Asset Only 950,000.00 00/00/0000 0 0 0
148609605 Purchase AUS 640,000.00 00/00/0000 0 0 0
148616154 Purchase Asset Only 650,000.00 00/00/0000 0 0 0
148619273 C/O Refi AUS 1,400,000.00 00/00/0000 0 0 0
148632235 C/O Refi AUS 715,000.00 00/00/0000 0 0 0
148636657 C/O Refi AUS 695,000.00 00/00/0000 0 0 0
148651375 R/T Refi AUS 690,000.00 00/00/0000 0 0 0
148655038 R/T Refi Asset Only 1,225,000.00 00/00/0000 0 0 0
148657802 C/O Refi AUS 655,000.00 00/00/0000 0 0 0
148658628 R/T Refi Income Only 600,000.00 00/00/0000 0 0 0
148660798 C/O Refi AUS 1,100,000.00 00/00/0000 0 0 0
148665193 R/T Refi Income Only 765,000.00 00/00/0000 0 0 0
148667009 C/O Refi Asset Only 950,000.00 00/00/0000 0 0 0
148667785 Purchase Asset Only 657,000.00 00/00/0000 0 0 0
148670805 Purchase AUS 1,354,000.00 00/00/0000 0 0 0
148676869 Purchase AUS 626,000.00 00/00/0000 0 0 0
148680796 R/T Refi AUS 950,000.00 00/00/0000 0 0 0
148681182 Purchase AUS 540,500.00 00/00/0000 0 0 0
148683436 C/O Refi Asset Only 640,000.00 00/00/0000 0 0 0
148684004 Purchase AUS 580,000.00 00/00/0000 0 0 0
148684749 Purchase AUS 675,000.00 00/00/0000 0 0 0
148691322 C/O Refi AUS 1,100,000.00 00/00/0000 0 0 0
148693799 Purchase Asset Only 572,000.00 00/00/0000 0 0 0
148694227 R/T Refi AUS 730,000.00 00/00/0000 0 0 0
148697907 C/O Refi AUS 1,020,000.00 00/00/0000 0 0 0
148698541 C/O Refi AUS 650,000.00 00/00/0000 0 0 0
148698731 Purchase Full 1,350,000.00 00/00/0000 0 0 0
148701733 C/O Refi AUS 750,000.00 00/00/0000 0 0 0
148705619 R/T Refi Asset Only 999,999.00 00/00/0000 0 0 0
148713225 Purchase AUS 960,000.00 00/00/0000 0 0 0
148714132 Purchase Full 1,450,000.00 00/00/0000 0 0 0
148716699 C/O Refi AUS 800,000.00 00/00/0000 0 0 0
148721327 Purchase Asset Only 680,000.00 00/00/0000 0 0 0
148724685 C/O Refi AUS 755,000.00 00/00/0000 0 0 0
148725351 C/O Refi Asset Only 1,250,000.00 00/00/0000 0 0 0
148725518 C/O Refi AUS 650,000.00 00/00/0000 0 0 0
148735087 Purchase AUS 735,000.00 00/00/0000 0 0 0
148737554 R/T Refi AUS 1,275,000.00 00/00/0000 0 0 0
148737703 C/O Refi AUS 690,000.00 00/00/0000 0 0 0
148737984 Purchase AUS 525,000.00 00/00/0000 0 0 0
148739329 R/T Refi AUS 905,000.00 00/00/0000 0 0 0
148739691 Purchase Asset Only 1,135,000.00 00/00/0000 0 0 0
148739774 R/T Refi AUS 700,000.00 00/00/0000 0 0 0
148743065 C/O Refi AUS 920,000.00 00/00/0000 0 0 0
148747041 Purchase Full 2,850,000.00 00/00/0000 0 0 0
148747819 C/O Refi Asset Only 615,000.00 00/00/0000 0 0 0
148754922 R/T Refi AUS 570,000.00 00/00/0000 0 0 0
148756455 Purchase AUS 635,000.00 00/00/0000 0 0 0
148757685 C/O Refi Asset Only 900,000.00 00/00/0000 0 0 0
148760465 C/O Refi AUS 600,000.00 00/00/0000 0 0 0
148760713 Purchase Asset Only 929,000.00 00/00/0000 0 0 0
148767528 R/T Refi AUS 750,000.00 00/00/0000 0 0 0
148769326 C/O Refi Full 1,300,000.00 00/00/0000 0 0 0
148772148 Purchase Full 3,200,000.00 00/00/0000 0 0 0
148773047 Purchase AUS 540,000.00 00/00/0000 0 0 0
148777121 R/T Refi Full 1,760,000.00 00/00/0000 0 0 0
148777253 C/O Refi AUS 700,000.00 00/00/0000 0 0 0
148780679 Purchase AUS 805,000.00 00/00/0000 0 0 0
148788607 Purchase AUS 775,000.00 00/00/0000 0 0 0
148796741 Purchase AUS 774,000.00 00/00/0000 0 0 0
148801046 Purchase Asset Only 525,000.00 00/00/0000 0 0 0
148803299 C/O Refi AUS 535,000.00 00/00/0000 0 0 0
148807381 Purchase Asset Only 310,000.00 00/00/0000 0 0 0
148812126 Purchase Asset Only 870,000.00 00/00/0000 0 0 0
148820111 C/O Refi AUS 850,000.00 00/00/0000 0 0 0
148820129 Purchase AUS 795,000.00 00/00/0000 0 0 0
148825383 R/T Refi AUS 579,000.00 00/00/0000 0 0 0
148826076 C/O Refi Asset Only 575,000.00 00/00/0000 0 0 0
148833569 C/O Refi Asset Only 735,000.00 00/00/0000 0 0 0
148834419 C/O Refi AUS 740,000.00 00/00/0000 0 0 0
148844152 Purchase Asset Only 905,000.00 00/00/0000 0 0 0
148847452 Purchase Asset Only 800,000.00 00/00/0000 0 0 0
148854656 Purchase AUS 542,000.00 00/00/0000 0 0 0
148855265 Purchase AUS 665,000.00 00/00/0000 0 0 0
148861008 R/T Refi Full 1,365,000.00 00/00/0000 0 0 0
148861032 C/O Refi Asset Only 325,000.00 00/00/0000 0 0 0
148866825 Purchase Asset Only 528,000.00 00/00/0000 0 0 0
148885148 C/O Refi Full 1,250,000.00 00/00/0000 0 0 0
148905169 C/O Refi Asset Only 1,700,000.00 00/00/0000 0 0 0
148908957 Purchase AUS 875,000.00 00/00/0000 0 0 0
148914955 C/O Refi AUS 775,000.00 00/00/0000 0 0 0
148920945 R/T Refi Full 125,000.00 00/00/0000 0 0 0
148922743 Purchase Asset Only 740,000.00 00/00/0000 0 0 0
148928633 Purchase Full 1,325,000.00 00/00/0000 0 0 0
148949993 C/O Refi AUS 827,000.00 00/00/0000 0 0 0
148951627 Purchase AUS 720,000.00 00/00/0000 0 0 0
148953326 Purchase Asset Only 1,435,000.00 00/00/0000 0 0 0
148959828 Purchase Full 1,500,000.00 00/00/0000 0 0 0
148971047 C/O Refi AUS 787,000.00 00/00/0000 0 0 0
148971344 R/T Refi AUS 752,000.00 00/00/0000 0 0 0
148974918 Purchase Full 740,000.00 00/00/0000 0 0 0
148984883 C/O Refi Income Only 750,000.00 00/00/0000 0 0 0
149019952 Purchase AUS 650,000.00 00/00/0000 0 0 0
149029365 C/O Refi AUS 515,000.00 00/00/0000 0 0 0
149036493 Purchase Full 1,950,000.00 00/00/0000 0 0 0
149039331 Purchase AUS 565,000.00 00/00/0000 0 0 0
149046021 C/O Refi Asset Only 650,000.00 00/00/0000 0 0 0
149048183 Purchase AUS 685,000.00 00/00/0000 0 0 0
149049769 Purchase AUS 1,372,000.00 00/00/0000 0 0 0
149051831 Purchase AUS 640,000.00 00/00/0000 0 0 0
149056525 C/O Refi Income Only 560,000.00 00/00/0000 0 0 0
149118705 C/O Refi AUS 810,000.00 00/00/0000 0 0 0
149126773 Purchase Asset Only 582,000.00 00/00/0000 0 0 0
149129819 Purchase AUS 572,000.00 00/00/0000 0 0 0
149169617 Purchase AUS 638,000.00 00/00/0000 0 0 0
149177263 C/O Refi AUS 660,000.00 00/00/0000 0 0 0
149179707 Purchase AUS 600,000.00 00/00/0000 0 0 0
149247017 Purchase AUS 645,000.00 00/00/0000 0 0 0
149255051 Purchase AUS 540,000.00 00/00/0000 0 0 0
149256927 Purchase AUS 630,000.00 00/00/0000 0 0 0
149265878 Purchase AUS 760,000.00 00/00/0000 0 0 0
149279218 R/T Refi Asset Only 570,000.00 00/00/0000 0 0 0
149281149 Purchase AUS 595,000.00 00/00/0000 0 0 0
149281644 Purchase AUS 675,000.00 00/00/0000 0 0 0
149282022 Purchase AUS 721,000.00 00/00/0000 0 0 0
149303125 Purchase AUS 655,000.00 00/00/0000 0 0 0
149318248 C/O Refi AUS 629,000.00 00/00/0000 0 0 0
149323305 Purchase AUS 675,000.00 00/00/0000 0 0 0
149333379 Purchase AUS 630,000.00 00/00/0000 0 0 0
149335069 Purchase AUS 685,000.00 00/00/0000 0 0 0
149368391 Purchase AUS 735,000.00 00/00/0000 0 0 0
149398646 Purchase AUS 620,000.00 00/00/0000 0 0 0
149503039 Purchase AUS 626,000.00 00/00/0000 0 0 0
67702139 C/O Refi Preferred 528,500.00 00/00/0000 0 0 0
LOANID MARGIN INDEX ODATE ORIGINATOR SERVICER LPMI SVCFEE
------------------------------------------------------------------------------------------------------------------------------------
135133981 0 FIX 11/21/2003 Xxxxx Fargo Xxxxx Fargo 0 0.25
145641031 0 FIX 8/11/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
145692273 0 FIX 8/9/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
145705646 0 FIX 8/24/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
145706842 0 FIX 8/31/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
145792586 0 FIX 8/12/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
145828646 0 FIX 8/17/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
145983839 0 FIX 8/22/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146023247 0 FIX 8/25/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146052147 0 FIX 8/29/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146119326 0 FIX 8/16/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146124581 0 FIX 8/17/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146152491 0 FIX 8/12/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146203682 0 FIX 8/19/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146231543 0 FIX 8/22/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146273909 0 FIX 8/5/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146334792 0 FIX 8/26/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146347315 0 FIX 8/5/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146439666 0 FIX 8/15/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146443965 0 FIX 8/8/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146465802 0 FIX 8/23/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146491295 0 FIX 8/16/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146534813 0 FIX 8/24/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146543962 0 FIX 8/24/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146548268 0 FIX 8/26/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146578927 0 FIX 8/25/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146674239 0 FIX 8/29/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146755327 0 FIX 8/30/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146781497 0 FIX 8/18/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146803739 0 FIX 8/22/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146804844 0 FIX 8/19/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146912233 0 FIX 8/29/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146968235 0 FIX 9/12/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147108351 0 FIX 9/16/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147164792 0 FIX 9/12/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
39239868 0 FIX 10/26/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
57831885 0 FIX 10/21/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
58332677 0 FIX 10/24/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
58408402 0 FIX 11/4/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
59436998 0 FIX 11/2/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
59901132 0 FIX 11/3/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
60727559 0 FIX 10/31/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
143067312 0 FIX 8/12/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
144874989 0 FIX 11/1/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
145461281 0 FIX 7/21/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
145820692 0 FIX 10/31/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
145894234 0 FIX 10/18/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146310206 0 FIX 10/24/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146387956 0 FIX 10/31/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146441241 0 FIX 9/22/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146477518 0 FIX 10/12/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146521331 0 FIX 9/23/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146573324 0 FIX 9/22/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146627849 0 FIX 9/21/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146634571 0 FIX 9/2/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146635636 0 FIX 9/14/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146639869 0 FIX 8/24/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146640396 0 FIX 9/13/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146648787 0 FIX 8/31/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146652581 0 FIX 9/23/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146656772 0 FIX 9/7/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146683172 0 FIX 9/16/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146765516 0 FIX 9/26/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146790803 0 FIX 9/21/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146798756 0 FIX 9/16/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146807292 0 FIX 9/28/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146878897 0 FIX 9/20/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146879341 0 FIX 9/23/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146881602 0 FIX 9/30/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146906573 0 FIX 10/11/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146933817 0 FIX 9/26/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
146962113 0 FIX 9/22/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147007116 0 FIX 9/28/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147053581 0 FIX 9/23/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147068837 0 FIX 10/14/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147081749 0 FIX 10/28/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147099147 0 FIX 9/28/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147129712 0 FIX 9/30/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147137442 0 FIX 9/30/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147142871 0 FIX 10/18/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147165161 0 FIX 9/29/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147173694 0 FIX 9/28/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147175897 0 FIX 9/20/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147197792 0 FIX 9/19/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147199723 0 FIX 9/21/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147237986 0 FIX 10/13/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147286553 0 FIX 9/7/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147310924 0 FIX 9/23/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147338883 0 FIX 10/3/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147343792 0 FIX 9/29/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147348288 0 FIX 10/5/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147400816 0 FIX 9/29/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147406268 0 FIX 9/23/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147407068 0 FIX 9/20/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147416622 0 FIX 9/23/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147419105 0 FIX 10/14/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147429963 0 FIX 9/28/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147438329 0 FIX 9/29/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147438337 0 FIX 10/7/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147441307 0 FIX 10/10/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147445373 0 FIX 9/19/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147449649 0 FIX 9/30/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
147460893 0 FIX 9/26/2005 Xxxxx Fargo Xxxxx Fargo 0 0.25
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147791149 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
147797344 0 FIX 10/19/2005 Wells Fargo Wells Fargo 0 0.25
147803704 0 FIX 11/22/2005 Wells Fargo Wells Fargo 0 0.25
147804561 0 FIX 11/9/2005 Wells Fargo Wells Fargo 0 0.25
147808885 0 FIX 11/15/2005 Wells Fargo Wells Fargo 0 0.25
147809255 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
147828198 0 FIX 10/11/2005 Wells Fargo Wells Fargo 0 0.25
147841688 0 FIX 10/20/2005 Wells Fargo Wells Fargo 0 0.25
147850309 0 FIX 11/22/2005 Wells Fargo Wells Fargo 0 0.25
147860779 0 FIX 10/17/2005 Wells Fargo Wells Fargo 0 0.25
147862619 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
147867949 0 FIX 11/1/2005 Wells Fargo Wells Fargo 0 0.25
147869648 0 FIX 10/12/2005 Wells Fargo Wells Fargo 0 0.25
147875876 0 FIX 10/11/2005 Wells Fargo Wells Fargo 0 0.25
147878862 0 FIX 10/27/2005 Wells Fargo Wells Fargo 0 0.25
147882492 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
147886113 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
147888408 0 FIX 10/19/2005 Wells Fargo Wells Fargo 0 0.25
147890032 0 FIX 11/11/2005 Wells Fargo Wells Fargo 0 0.25
147893143 0 FIX 10/12/2005 Wells Fargo Wells Fargo 0 0.25
147928287 0 FIX 10/21/2005 Wells Fargo Wells Fargo 0 0.25
147931844 0 FIX 10/17/2005 Wells Fargo Wells Fargo 0 0.25
147947147 0 FIX 10/13/2005 Wells Fargo Wells Fargo 0 0.25
147947501 0 FIX 11/14/2005 Wells Fargo Wells Fargo 0 0.25
147955918 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
147960173 0 FIX 10/14/2005 Wells Fargo Wells Fargo 0 0.25
147973523 0 FIX 10/26/2005 Wells Fargo Wells Fargo 0 0.25
147986483 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
147991939 0 FIX 10/21/2005 Wells Fargo Wells Fargo 0 0.25
147995567 0 FIX 10/24/2005 Wells Fargo Wells Fargo 0 0.25
147998298 0 FIX 11/8/2005 Wells Fargo Wells Fargo 0 0.25
147998306 0 FIX 11/9/2005 Wells Fargo Wells Fargo 0 0.25
147999155 0 FIX 11/1/2005 Wells Fargo Wells Fargo 0 0.25
147999254 0 FIX 12/6/2005 Wells Fargo Wells Fargo 0 0.25
147999627 0 FIX 10/17/2005 Wells Fargo Wells Fargo 0 0.25
147999841 0 FIX 10/12/2005 Wells Fargo Wells Fargo 0 0.25
148008733 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
148011281 0 FIX 10/20/2005 Wells Fargo Wells Fargo 0 0.25
148018385 0 FIX 11/9/2005 Wells Fargo Wells Fargo 0 0.25
148026297 0 FIX 11/8/2005 Wells Fargo Wells Fargo 0 0.25
148027733 0 FIX 11/15/2005 Wells Fargo Wells Fargo 0 0.25
148028525 0 FIX 10/10/2005 Wells Fargo Wells Fargo 0 0.25
148030158 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148035736 0 FIX 10/18/2005 Wells Fargo Wells Fargo 0 0.25
148036684 0 FIX 11/9/2005 Wells Fargo Wells Fargo 0 0.25
148043581 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
148055148 0 FIX 10/21/2005 Wells Fargo Wells Fargo 0 0.25
148055312 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
148059967 0 FIX 10/21/2005 Wells Fargo Wells Fargo 0 0.25
148063514 0 FIX 10/14/2005 Wells Fargo Wells Fargo 0 0.25
148066012 0 FIX 10/19/2005 Wells Fargo Wells Fargo 0 0.25
148068406 0 FIX 10/17/2005 Wells Fargo Wells Fargo 0 0.25
148069255 0 FIX 11/18/2005 Wells Fargo Wells Fargo 0 0.25
148087463 0 FIX 12/5/2005 Wells Fargo Wells Fargo 0 0.25
148089162 0 FIX 11/17/2005 Wells Fargo Wells Fargo 0 0.25
148090053 0 FIX 10/21/2005 Wells Fargo Wells Fargo 0 0.25
148093065 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
148108897 0 FIX 10/18/2005 Wells Fargo Wells Fargo 0 0.25
148113988 0 FIX 10/18/2005 Wells Fargo Wells Fargo 0 0.25
148115884 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
148117914 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148120835 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
148128531 0 FIX 11/30/2005 Wells Fargo Wells Fargo 0 0.25
148129992 0 FIX 10/27/2005 Wells Fargo Wells Fargo 0 0.25
148135395 0 FIX 11/25/2005 Wells Fargo Wells Fargo 0 0.25
148143407 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
148144777 0 FIX 11/4/2005 Wells Fargo Wells Fargo 0 0.25
148145899 0 FIX 10/22/2005 Wells Fargo Wells Fargo 0 0.25
148148745 0 FIX 10/12/2005 Wells Fargo Wells Fargo 0 0.25
148159973 0 FIX 10/18/2005 Wells Fargo Wells Fargo 0 0.25
148161417 0 FIX 10/19/2005 Wells Fargo Wells Fargo 0 0.25
148161813 0 FIX 10/21/2005 Wells Fargo Wells Fargo 0 0.25
148162803 0 FIX 10/31/2005 Wells Fargo Wells Fargo 0 0.25
148163827 0 FIX 10/11/2005 Wells Fargo Wells Fargo 0 0.25
148163876 0 FIX 11/4/2005 Wells Fargo Wells Fargo 0 0.25
148164304 0 FIX 10/21/2005 Wells Fargo Wells Fargo 0 0.25
148173495 0 FIX 10/19/2005 Wells Fargo Wells Fargo 0 0.25
148174626 0 FIX 10/26/2005 Wells Fargo Wells Fargo 0 0.25
148184807 0 FIX 10/20/2005 Wells Fargo Wells Fargo 0 0.25
148184898 0 FIX 10/14/2005 Wells Fargo Wells Fargo 0 0.25
148195159 0 FIX 11/17/2005 Wells Fargo Wells Fargo 0 0.25
148209158 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
148215296 0 FIX 11/4/2005 Wells Fargo Wells Fargo 0 0.25
148220874 0 FIX 11/9/2005 Wells Fargo Wells Fargo 0 0.25
148221393 0 FIX 10/31/2005 Wells Fargo Wells Fargo 0 0.25
148223431 0 FIX 11/1/2005 Wells Fargo Wells Fargo 0 0.25
148224447 0 FIX 10/19/2005 Wells Fargo Wells Fargo 0 0.25
148228521 0 FIX 10/31/2005 Wells Fargo Wells Fargo 0 0.25
148230386 0 FIX 10/20/2005 Wells Fargo Wells Fargo 0 0.25
148230444 0 FIX 11/9/2005 Wells Fargo Wells Fargo 0 0.25
148232036 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
148239254 0 FIX 11/14/2005 Wells Fargo Wells Fargo 0 0.25
148250806 0 FIX 10/19/2005 Wells Fargo Wells Fargo 0 0.25
148252828 0 FIX 10/27/2005 Wells Fargo Wells Fargo 0 0.25
148274095 0 FIX 11/15/2005 Wells Fargo Wells Fargo 0 0.25
148278518 0 FIX 10/24/2005 Wells Fargo Wells Fargo 0 0.25
148278872 0 FIX 10/21/2005 Wells Fargo Wells Fargo 0 0.25
148279755 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148280084 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148280191 0 FIX 12/20/2005 Wells Fargo Wells Fargo 0 0.25
148284813 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
148286537 0 FIX 11/28/2005 Wells Fargo Wells Fargo 0 0.25
148288798 0 FIX 11/23/2005 Wells Fargo Wells Fargo 0 0.25
148293285 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
148300569 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
148302037 0 FIX 9/19/2005 Wells Fargo Wells Fargo 0 0.25
148302185 0 FIX 11/21/2005 Wells Fargo Wells Fargo 0 0.25
148308463 0 FIX 12/8/2005 Wells Fargo Wells Fargo 0 0.25
148310113 0 FIX 11/1/2005 Wells Fargo Wells Fargo 0 0.25
148325913 0 FIX 9/21/2005 Wells Fargo Wells Fargo 0 0.25
148327745 0 FIX 11/4/2005 Wells Fargo Wells Fargo 0 0.25
148330731 0 FIX 10/24/2005 Wells Fargo Wells Fargo 0 0.25
148330798 0 FIX 11/1/2005 Wells Fargo Wells Fargo 0 0.25
148331309 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
148334782 0 FIX 10/21/2005 Wells Fargo Wells Fargo 0 0.25
148344104 0 FIX 10/31/2005 Wells Fargo Wells Fargo 0 0.25
148345291 0 FIX 11/17/2005 Wells Fargo Wells Fargo 0 0.25
148350663 0 FIX 10/24/2005 Wells Fargo Wells Fargo 0 0.25
148353964 0 FIX 11/11/2005 Wells Fargo Wells Fargo 0 0.25
148357916 0 FIX 10/18/2005 Wells Fargo Wells Fargo 0 0.25
148370729 0 FIX 11/7/2005 Wells Fargo Wells Fargo 0 0.25
148372261 0 FIX 11/22/2005 Wells Fargo Wells Fargo 0 0.25
148374986 0 FIX 10/27/2005 Wells Fargo Wells Fargo 0 0.25
148375678 0 FIX 11/11/2005 Wells Fargo Wells Fargo 0 0.25
148401904 0 FIX 10/31/2005 Wells Fargo Wells Fargo 0 0.25
148404791 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
148407547 0 FIX 11/29/2005 Wells Fargo Wells Fargo 0 0.25
148409345 0 FIX 11/17/2005 Wells Fargo Wells Fargo 0 0.25
148411168 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
148416464 0 FIX 11/3/2005 Wells Fargo Wells Fargo 0 0.25
148417983 0 FIX 12/12/2005 Wells Fargo Wells Fargo 0 0.25
148425762 0 FIX 10/26/2005 Wells Fargo Wells Fargo 0 0.25
148425986 0 FIX 9/6/2005 Wells Fargo Wells Fargo 0 0.25
148427974 0 FIX 10/20/2005 Wells Fargo Wells Fargo 0 0.25
148439458 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148443757 0 FIX 11/7/2005 Wells Fargo Wells Fargo 0 0.25
148445216 0 FIX 11/22/2005 Wells Fargo Wells Fargo 0 0.25
148466782 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
148484884 0 FIX 11/9/2005 Wells Fargo Wells Fargo 0 0.25
148486459 0 FIX 8/11/2005 Wells Fargo Wells Fargo 0 0.25
148487713 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
148501869 0 FIX 11/4/2005 Wells Fargo Wells Fargo 0 0.25
148507775 0 FIX 11/23/2005 Wells Fargo Wells Fargo 0 0.25
148514581 0 FIX 11/30/2005 Wells Fargo Wells Fargo 0 0.25
148529118 0 FIX 11/8/2005 Wells Fargo Wells Fargo 0 0.25
148529209 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
148531973 0 FIX 11/30/2005 Wells Fargo Wells Fargo 0 0.25
148537319 0 FIX 10/20/2005 Wells Fargo Wells Fargo 0 0.25
148540917 0 FIX 12/13/2005 Wells Fargo Wells Fargo 0 0.25
148544463 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
148563257 0 FIX 11/8/2005 Wells Fargo Wells Fargo 0 0.25
148565682 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
148578362 0 FIX 8/18/2005 Wells Fargo Wells Fargo 0 0.25
148582638 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
148586852 0 FIX 10/27/2005 Wells Fargo Wells Fargo 0 0.25
148591803 0 FIX 10/26/2005 Wells Fargo Wells Fargo 0 0.25
148592751 0 FIX 10/19/2005 Wells Fargo Wells Fargo 0 0.25
148609605 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
148616154 0 FIX 11/17/2005 Wells Fargo Wells Fargo 0 0.25
148619273 0 FIX 11/29/2005 Wells Fargo Wells Fargo 0 0.25
148632235 0 FIX 11/22/2005 Wells Fargo Wells Fargo 0 0.25
148636657 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
148651375 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
148655038 0 FIX 9/9/2005 Wells Fargo Wells Fargo 0 0.25
148657802 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
148658628 0 FIX 8/10/2005 Wells Fargo Wells Fargo 0 0.25
148660798 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148665193 0 FIX 9/26/2005 Wells Fargo Wells Fargo 0 0.25
148667009 0 FIX 11/3/2005 Wells Fargo Wells Fargo 0 0.25
148667785 0 FIX 12/2/2005 Wells Fargo Wells Fargo 0 0.25
148670805 0 FIX 11/7/2005 Wells Fargo Wells Fargo 0 0.25
148676869 0 FIX 11/22/2005 Wells Fargo Wells Fargo 0 0.25
148680796 0 FIX 11/8/2005 Wells Fargo Wells Fargo 0 0.25
148681182 0 FIX 12/14/2005 Wells Fargo Wells Fargo 0 0.25
148683436 0 FIX 11/8/2005 Wells Fargo Wells Fargo 0 0.25
148684004 0 FIX 12/13/2005 Wells Fargo Wells Fargo 0 0.25
148684749 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
148691322 0 FIX 11/18/2005 Wells Fargo Wells Fargo 0 0.25
148693799 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
148694227 0 FIX 11/15/2005 Wells Fargo Wells Fargo 0 0.25
148697907 0 FIX 11/11/2005 Wells Fargo Wells Fargo 0 0.25
148698541 0 FIX 12/19/2005 Wells Fargo Wells Fargo 0 0.25
148698731 0 FIX 12/5/2005 Wells Fargo Wells Fargo 0 0.25
148701733 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
148705619 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148713225 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
148714132 0 FIX 10/31/2005 Wells Fargo Wells Fargo 0 0.25
148716699 0 FIX 11/23/2005 Wells Fargo Wells Fargo 0 0.25
148721327 0 FIX 11/3/2005 Wells Fargo Wells Fargo 0 0.25
148724685 0 FIX 11/28/2005 Wells Fargo Wells Fargo 0 0.25
148725351 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
148725518 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148735087 0 FIX 11/4/2005 Wells Fargo Wells Fargo 0 0.25
148737554 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
148737703 0 FIX 11/9/2005 Wells Fargo Wells Fargo 0 0.25
148737984 0 FIX 12/22/2005 Wells Fargo Wells Fargo 0 0.25
148739329 0 FIX 11/15/2005 Wells Fargo Wells Fargo 0 0.25
148739691 0 FIX 11/14/2005 Wells Fargo Wells Fargo 0 0.25
148739774 0 FIX 11/8/2005 Wells Fargo Wells Fargo 0 0.25
148743065 0 FIX 11/8/2005 Wells Fargo Wells Fargo 0 0.25
148747041 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148747819 0 FIX 11/7/2005 Wells Fargo Wells Fargo 0 0.25
148754922 0 FIX 11/9/2005 Wells Fargo Wells Fargo 0 0.25
148756455 0 FIX 11/11/2005 Wells Fargo Wells Fargo 0 0.25
148757685 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148760465 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
148760713 0 FIX 11/4/2005 Wells Fargo Wells Fargo 0 0.25
148767528 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
148769326 0 FIX 9/26/2005 Wells Fargo Wells Fargo 0 0.25
148772148 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148773047 0 FIX 12/5/2005 Wells Fargo Wells Fargo 0 0.25
148777121 0 FIX 10/7/2005 Wells Fargo Wells Fargo 0 0.25
148777253 0 FIX 11/29/2005 Wells Fargo Wells Fargo 0 0.25
148780679 0 FIX 11/7/2005 Wells Fargo Wells Fargo 0 0.25
148788607 0 FIX 11/3/2005 Wells Fargo Wells Fargo 0 0.25
148796741 0 FIX 11/18/2005 Wells Fargo Wells Fargo 0 0.25
148801046 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148803299 0 FIX 11/11/2005 Wells Fargo Wells Fargo 0 0.25
148807381 0 FIX 11/18/2005 Wells Fargo Wells Fargo 0 0.25
148812126 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148820111 0 FIX 11/22/2005 Wells Fargo Wells Fargo 0 0.25
148820129 0 FIX 11/4/2005 Wells Fargo Wells Fargo 0 0.25
148825383 0 FIX 11/18/2005 Wells Fargo Wells Fargo 0 0.25
148826076 0 FIX 11/21/2005 Wells Fargo Wells Fargo 0 0.25
148833569 0 FIX 8/26/2005 Wells Fargo Wells Fargo 0 0.25
148834419 0 FIX 11/14/2005 Wells Fargo Wells Fargo 0 0.25
148844152 0 FIX 11/11/2005 Wells Fargo Wells Fargo 0 0.25
148847452 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148854656 0 FIX 11/23/2005 Wells Fargo Wells Fargo 0 0.25
148855265 0 FIX 12/1/2005 Wells Fargo Wells Fargo 0 0.25
148861008 0 FIX 9/21/2005 Wells Fargo Wells Fargo 0 0.25
148861032 0 FIX 11/22/2005 Wells Fargo Wells Fargo 0 0.25
148866825 0 FIX 12/15/2005 Wells Fargo Wells Fargo 0 0.25
148885148 0 FIX 10/17/2005 Wells Fargo Wells Fargo 0 0.25
148905169 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
148908957 0 FIX 12/16/2005 Wells Fargo Wells Fargo 0 0.25
148914955 0 FIX 12/2/2005 Wells Fargo Wells Fargo 0 0.25
148920945 0 FIX 11/8/2005 Wells Fargo Wells Fargo 0 0.25
148922743 0 FIX 11/17/2005 Wells Fargo Wells Fargo 0 0.25
148928633 0 FIX 11/18/2005 Wells Fargo Wells Fargo 0 0.25
148949993 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
148951627 0 FIX 11/15/2005 Wells Fargo Wells Fargo 0 0.25
148953326 0 FIX 11/11/2005 Wells Fargo Wells Fargo 0 0.25
148959828 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
148971047 0 FIX 12/15/2005 Wells Fargo Wells Fargo 0 0.25
148971344 0 FIX 11/22/2005 Wells Fargo Wells Fargo 0 0.25
148974918 0 FIX 12/15/2005 Wells Fargo Wells Fargo 0 0.25
148984883 0 FIX 10/26/2005 Wells Fargo Wells Fargo 0 0.25
149019952 0 FIX 11/21/2005 Wells Fargo Wells Fargo 0 0.25
149029365 0 FIX 11/18/2005 Wells Fargo Wells Fargo 0 0.25
149036493 0 FIX 11/17/2005 Wells Fargo Wells Fargo 0 0.25
149039331 0 FIX 12/13/2005 Wells Fargo Wells Fargo 0 0.25
149046021 0 FIX 6/27/2005 Wells Fargo Wells Fargo 0 0.25
149048183 0 FIX 11/29/2005 Wells Fargo Wells Fargo 0 0.25
149049769 0 FIX 12/9/2005 Wells Fargo Wells Fargo 0 0.25
149051831 0 FIX 12/8/2005 Wells Fargo Wells Fargo 0 0.25
149056525 0 FIX 9/27/2005 Wells Fargo Wells Fargo 0 0.25
149118705 0 FIX 11/18/2005 Wells Fargo Wells Fargo 0 0.25
149126773 0 FIX 12/15/2005 Wells Fargo Wells Fargo 0 0.25
149129819 0 FIX 12/1/2005 Wells Fargo Wells Fargo 0 0.25
149169617 0 FIX 12/12/2005 Wells Fargo Wells Fargo 0 0.25
149177263 0 FIX 12/5/2005 Wells Fargo Wells Fargo 0 0.25
149179707 0 FIX 11/30/2005 Wells Fargo Wells Fargo 0 0.25
149247017 0 FIX 12/23/2005 Wells Fargo Wells Fargo 0 0.25
149255051 0 FIX 12/15/2005 Wells Fargo Wells Fargo 0 0.25
149256927 0 FIX 12/5/2005 Wells Fargo Wells Fargo 0 0.25
149265878 0 FIX 12/8/2005 Wells Fargo Wells Fargo 0 0.25
149279218 0 FIX 12/9/2005 Wells Fargo Wells Fargo 0 0.25
149281149 0 FIX 12/7/2005 Wells Fargo Wells Fargo 0 0.25
149281644 0 FIX 12/5/2005 Wells Fargo Wells Fargo 0 0.25
149282022 0 FIX 12/6/2005 Wells Fargo Wells Fargo 0 0.25
149303125 0 FIX 12/9/2005 Wells Fargo Wells Fargo 0 0.25
149318248 0 FIX 12/7/2005 Wells Fargo Wells Fargo 0 0.25
149323305 0 FIX 12/14/2005 Wells Fargo Wells Fargo 0 0.25
149333379 0 FIX 12/7/2005 Wells Fargo Wells Fargo 0 0.25
149335069 0 FIX 11/30/2005 Wells Fargo Wells Fargo 0 0.25
149368391 0 FIX 12/8/2005 Wells Fargo Wells Fargo 0 0.25
149398646 0 FIX 12/8/2005 Wells Fargo Wells Fargo 0 0.25
149503039 0 FIX 12/14/2005 Wells Fargo Wells Fargo 0 0.25
67702139 0 FIX 8/2/2004 Countrywide Countrywide 0 0.25
EXHIBIT D-3
LOAN GROUP 3 MORTGAGE LOAN SCHEDULE
D-3-1
LOANID GROUP OCC PROPTYPE OTERM CORTERM OLTV RATE
------------------------------------------------------------------------------------------------------------------------------------
143640373 3 Primary SFR 360 356 73.55 6.125
143784551 3 Primary SFR 360 356 69.95 6.125
202393732 3 Primary SFR 360 356 33.33 6.125
202402087 3 Primary SFR 360 356 80 6.125
202491643 3 Primary PUD Detached 360 356 65.38 6.125
4256367 3 Primary SFR 360 358 47.57 6.25
4256369 3 Primary PUD 360 357 68.29 6.5
4354388 3 Primary SFR 360 356 73.74 6.25
4362637 3 Primary SFR 360 357 80 6.5
4364729 3 Primary SFR 360 357 63.49 6.25
4369848 3 Primary PUD 360 357 59.04 6.25
4371925 3 Primary PUD 360 357 80 6.5
4372297 3 Primary PUD 360 357 65.56 6.5
4374239 3 Primary SFR 360 357 60.2 6.625
4386579 3 Primary SFR 360 357 69.99 6.25
4395020 3 Primary PUD 360 357 80 6.375
4402658 3 Primary PUD 360 357 63.53 6.125
4414174 3 Primary SFR 360 358 75 6.5
30290399 3 Primary SFR 360 356 71.34 6
31612260 3 Primary SFR 360 357 72.01 6.125
34542001 3 Primary SFR 360 357 80 6
143647022 3 Primary SFR 360 357 72.41 6
143818813 3 Primary SFR 360 357 55.87 6.125
143829455 3 Primary SFR 360 357 59.89 6.375
143829547 3 Primary SFR 360 357 80 6.125
143829836 3 Primary SFR 360 357 43 6.125
143833192 3 Primary SFR 360 357 67.69 6.125
143833655 3 Investor 2-Family 360 357 80 6.125
143834018 3 Primary SFR 360 357 67.53 6
143906634 3 Primary SFR 360 357 69.32 5.875
143940864 3 Primary SFR 360 356 70 5.5
143972594 3 Primary SFR 360 357 80 6.125
144071065 3 Secondary SFR 360 357 75 6.25
144077765 3 Primary SFR 360 357 72.5 6.125
144135324 3 Primary PUD Detached 360 357 80 6.125
144170974 3 Investor Condo - Low 360 357 80 6.25
144171733 3 Primary SFR 360 357 72.56 6.125
144172889 3 Primary SFR 360 357 70 6.25
202305116 3 Primary SFR 360 357 80 6
202390050 3 Primary SFR 360 357 79.19 6
202414371 3 Secondary SFR 360 357 80 6.125
202416053 3 Primary SFR 360 356 80 5.875
202440475 3 Primary SFR 360 358 80 5.875
202451043 3 Primary SFR 360 356 80 5.75
202464830 3 Primary Condo - Low 360 357 80 6.375
202467700 3 Primary SFR 360 357 67.2 6.125
202478756 3 Primary SFR 360 356 72.92 6.125
202486122 3 Primary PUD Detached 360 357 56.41 6
202488045 3 Primary PUD Detached 360 356 72.48 5.875
202494233 3 Primary SFR 360 356 43.33 5.875
202497673 3 Primary PUD Detached 360 357 79.89 6
202502092 3 Primary SFR 360 357 69.95 6
202508784 3 Primary PUD Detached 360 357 80 6
202511986 3 Secondary Condo - Low 360 357 80 6
202536207 3 Primary PUD Detached 360 357 75 6
202542973 3 Primary PUD Detached 360 357 76.69 5.75
202545539 3 Primary SFR 360 357 74.07 6.125
202548715 3 Primary SFR 360 357 55.06 5.875
202557054 3 Primary SFR 360 357 70 6.125
202570123 3 Primary SFR 360 357 56.88 5.875
202571907 3 Primary SFR 360 357 75 6.125
202574562 3 Primary Condo - Low 360 357 80 5.875
202578688 3 Primary SFR 360 357 62.73 6.125
202585857 3 Secondary SFR 360 357 67.68 6.375
202586400 3 Primary SFR 360 357 80 6.25
202593141 3 Primary SFR 360 357 69.12 6.25
202594842 3 Primary PUD Detached 360 357 50.78 6
202597431 3 Secondary Condo - Low 360 358 80 6.25
202610275 3 Primary SFR 360 357 74.14 6.25
202611299 3 Primary PUD Detached 360 357 62.36 6.125
202611992 3 Primary SFR 360 357 66.67 6.125
202614277 3 Primary SFR 360 357 72.22 5.875
202614418 3 Primary SFR 360 357 80 6.375
202618070 3 Primary SFR 360 358 70 6.25
202630869 3 Primary SFR 360 358 38.46 6
202645792 3 Primary PUD Detached 360 358 80 6.125
202657557 3 Primary SFR 360 358 44.12 5.75
202660585 3 Secondary SFR 360 358 80 5.75
202664512 3 Primary SFR 360 357 80 6.25
202666889 3 Investor SFR 360 357 70 6.375
3964046 3 Primary PUD 360 358 68.09 6.125
4335166 3 Secondary PUD 360 358 70 6
4349133 3 Primary SFR 360 358 64.4 5.75
4354151 3 Primary SFR 360 358 64.52 6.125
4364807 3 Primary SFR 360 358 80 6.25
4369892 3 Primary SFR 360 358 79.95 5.75
4381122 3 Primary SFR 360 358 50 6
4381730 3 Primary SFR 360 357 74.99 6.5
4392938 3 Primary Condo 360 358 80 6.125
4394964 3 Primary SFR 360 358 80 5.75
4397473 3 Primary PUD 360 358 66.84 6
4399770 3 Primary SFR 360 358 75.27 6.75
4401794 3 Primary SFR 360 358 79.99 6
4401796 3 Primary PUD 360 358 56.89 6.125
4402719 3 Primary SFR 360 358 65.26 6.5
4403120 3 Primary SFR 360 358 80 6.5
4403787 3 Primary PUD 360 358 80 6.5
4408611 3 Primary PUD 360 358 70.2 6.25
4408652 3 Primary SFR 360 358 75 6.625
4409018 3 Primary PUD 360 358 49.47 5.75
4411769 3 Primary PUD 360 357 70 6.125
4413103 3 Primary PUD 360 358 58.99 6
4415539 3 Primary SFR 360 358 79.34 6.125
4415933 3 Primary SFR 360 358 75.35 6.125
4418299 3 Primary PUD 360 358 72.22 6.5
4418484 3 Primary SFR 360 358 75 6.5
4419724 3 Primary PUD 360 358 67.18 6.375
4419897 3 Primary SFR 360 358 51.51 6.125
4422897 3 Primary SFR 360 358 80 6.375
4434545 3 Primary Condo 360 358 70 6.25
4436705 3 Primary SFR 360 358 80 6.5
4437530 3 Primary SFR 360 358 53.11 6.375
53809711 3 Primary SFR 360 358 80 6
58697442 3 Primary SFR 360 358 55.78 6.125
59852129 3 Secondary SFR 360 357 70.91 6
60017761 3 Primary SFR 360 358 38.89 6.5
60049087 3 Primary SFR 360 358 65 6
60383387 3 Primary Condo - Low 360 358 80 6.375
60516275 3 Primary SFR 360 357 80 6.125
60518743 3 Primary SFR 360 357 58.82 6.375
60623774 3 Secondary SFR 360 358 61.92 6
60645355 3 Primary SFR 360 357 58.37 6.125
60651015 3 Primary SFR 360 357 80 6.125
60675873 3 Primary SFR 360 358 74.57 6.125
60710381 3 Primary SFR 360 358 65.73 6.125
60749405 3 Primary SFR 360 358 71.43 6.25
60788445 3 Primary SFR 360 358 62.96 6.125
60801495 3 Primary SFR 360 358 68.6 6.25
60927365 3 Primary SFR 360 358 64.1 6.125
60977881 3 Primary SFR 360 358 59.99 6.25
61023784 3 Primary SFR 360 358 80 6.375
146767611 3 Primary SFR 360 356 74.35 6
147191019 3 Primary SFR 360 358 50 6
147295794 3 Primary SFR 360 358 62.25 6.125
147395966 3 Primary SFR 360 357 80 5.625
147519326 3 Secondary SFR 360 357 56.77 5.875
147609242 3 Primary SFR 360 357 79.07 6
147624753 3 Primary SFR 360 357 67.97 6.125
147642441 3 Primary SFR 360 358 80 5.875
147643902 3 Primary SFR 360 358 54.55 6
147674725 3 Primary Cooperative 360 358 65 6.125
147700264 3 Primary Condo - Low 360 358 80 6
147701403 3 Primary SFR 360 357 77.78 5.875
147704225 3 Primary SFR 360 357 80 6
147716377 3 Primary SFR 360 356 80 6
147817472 3 Primary PUD Detached 360 357 79.15 6
147824817 3 Primary SFR 360 357 74.94 6.125
147843338 3 Primary SFR 360 357 80 6
147904445 3 Primary SFR 360 357 72.88 6
147911523 3 Primary SFR 360 357 70.33 6
147932586 3 Primary SFR 360 357 76.2 6
147953186 3 Primary SFR 360 357 80 6
147965966 3 Primary SFR 360 358 78.94 5.75
147966097 3 Primary SFR 360 358 80 5.875
147982318 3 Primary SFR 360 358 35.21 6.25
148079155 3 Primary SFR 360 357 47.62 5.75
148084601 3 Primary SFR 360 357 80 6.125
148281801 3 Primary SFR 360 358 22.92 5.875
148311822 3 Primary SFR 360 358 80 6.125
148315112 3 Primary SFR 360 358 72.57 6.25
148326291 3 Primary SFR 360 357 80 6.375
148332893 3 Primary SFR 360 357 80 5.75
148339518 3 Primary SFR 360 357 75 6
148353477 3 Primary SFR 360 358 48.98 5.875
148399447 3 Primary SFR 360 357 66.35 6.25
148404908 3 Primary SFR 360 358 75 6.375
148433618 3 Primary SFR 360 357 80 6.125
148437478 3 Primary SFR 360 358 78.79 6.125
148737885 3 Primary SFR 360 358 80 6.5
148746456 3 Primary SFR 360 358 80 5.875
148756877 3 Primary SFR 360 358 80 6.125
148826035 3 Primary SFR 360 358 80 6.375
148861263 3 Primary SFR 360 357 80 6.125
148890668 3 Primary SFR 360 357 80 6.125
148899594 3 Primary SFR 360 357 80 6
148954662 3 Primary SFR 360 357 80 6
148992753 3 Primary SFR 360 356 58.82 6.25
148994015 3 Primary SFR 360 357 80 6.25
149339251 3 Primary SFR 360 357 80 6
LOANID FPDATE NDDATE S_MATDATE PANDI PTDATE OBAL COBAL
------------------------------------------------------------------------------------------------------------------------------------
143640373 11/1/2005 2/1/2006 10/1/2035 2,271.35 1/1/2006 445,000.00 445,000.00
143784551 11/1/2005 3/1/2006 10/1/2035 3,024.22 2/1/2006 592,500.00 590,179.19
202393732 11/1/2005 3/1/2006 10/1/2035 2,552.08 2/1/2006 500,000.00 499,872.40
202402087 11/1/2005 2/1/2006 10/1/2035 2,695.00 1/1/2006 528,000.00 528,000.00
202491643 11/1/2005 2/1/2006 10/1/2035 2,169.27 1/1/2006 425,000.00 424,540.76
4256367 1/1/2006 3/1/2006 12/1/2035 3,307.29 2/1/2006 635,000.00 635,000.00
4256369 12/1/2005 2/1/2006 11/1/2035 2,589.17 1/1/2006 478,000.00 478,000.00
4354388 11/1/2005 3/1/2006 10/1/2035 2,265.63 2/1/2006 435,000.00 435,000.00
4362637 12/1/2005 2/1/2006 11/1/2035 2,513.33 1/1/2006 464,000.00 464,000.00
4364729 12/1/2005 3/1/2006 11/1/2035 2,314.58 2/1/2006 444,400.00 444,293.19
4369848 12/1/2005 3/1/2006 11/1/2035 2,244.79 2/1/2006 431,000.00 429,000.00
4371925 12/1/2005 2/1/2006 11/1/2035 2,405.00 1/1/2006 444,000.00 444,000.00
4372297 12/1/2005 2/1/2006 11/1/2035 2,681.25 1/1/2006 495,000.00 494,999.99
4374239 12/1/2005 3/1/2006 11/1/2035 2,492.66 2/1/2006 451,500.00 449,252.15
4386579 12/1/2005 2/1/2006 11/1/2035 2,671.88 1/1/2006 513,000.00 513,000.00
4395020 12/1/2005 2/1/2006 11/1/2035 3,030.25 1/1/2006 570,400.00 570,400.00
4402658 12/1/2005 2/1/2006 11/1/2035 3,031.88 1/1/2006 594,000.00 591,848.41
4414174 1/1/2006 2/1/2006 12/1/2035 2,437.50 1/1/2006 450,000.00 450,000.00
30290399 11/1/2005 2/1/2006 10/1/2035 3,923.50 1/1/2006 784,700.00 784,503.82
31612260 12/1/2005 3/1/2006 11/1/2035 4,542.71 2/1/2006 890,000.00 890,000.00
34542001 12/1/2005 2/1/2006 11/1/2035 3,100.00 1/1/2006 620,000.00 620,000.00
143647022 12/1/2005 2/1/2006 11/1/2035 2,100.00 1/1/2006 420,000.00 420,000.00
143818813 12/1/2005 4/1/2006 11/1/2035 2,547.50 3/1/2006 500,000.00 498,194.57
143829455 12/1/2005 3/1/2006 11/1/2035 2,975.00 2/1/2006 560,000.00 528,706.30
143829547 12/1/2005 2/1/2006 11/1/2035 2,572.50 1/1/2006 504,000.00 504,000.00
143829836 12/1/2005 3/1/2006 11/1/2035 2,194.79 2/1/2006 430,000.00 424,375.26
143833192 12/1/2005 2/1/2006 11/1/2035 2,245.83 1/1/2006 440,000.00 440,000.00
143833655 12/1/2005 2/1/2006 11/1/2035 3,215.63 1/1/2006 630,000.00 630,000.00
143834018 12/1/2005 2/1/2006 11/1/2035 2,600.00 1/1/2006 520,000.00 520,000.00
143906634 12/1/2005 2/1/2006 11/1/2035 2,643.75 1/1/2006 540,000.00 540,000.00
143940864 11/1/2005 3/1/2006 10/1/2035 4,006.57 2/1/2006 875,000.00 872,732.28
143972594 12/1/2005 2/1/2006 11/1/2035 2,674.58 1/1/2006 524,000.00 523,786.70
144071065 12/1/2005 3/1/2006 11/1/2035 2,933.16 2/1/2006 563,167.00 563,167.00
144077765 12/1/2005 2/1/2006 11/1/2035 2,220.31 1/1/2006 435,000.00 435,000.00
144135324 12/1/2005 2/1/2006 11/1/2035 2,572.50 1/1/2006 504,000.00 503,951.42
144170974 12/1/2005 3/1/2006 11/1/2035 3,062.50 2/1/2006 588,000.00 588,000.00
144171733 12/1/2005 2/1/2006 11/1/2035 3,981.25 1/1/2006 780,000.00 780,000.00
144172889 12/1/2005 2/1/2006 11/1/2035 2,442.71 1/1/2006 469,000.00 469,000.00
202305116 12/1/2005 2/1/2006 11/1/2035 4,303.50 1/1/2006 860,700.00 860,700.00
202390050 12/1/2005 2/1/2006 11/1/2035 2,692.50 1/1/2006 538,500.00 538,499.50
202414371 12/1/2005 3/1/2006 11/1/2035 2,282.58 2/1/2006 447,200.00 447,200.00
202416053 11/1/2005 2/1/2006 10/1/2035 2,467.50 1/1/2006 504,000.00 504,000.00
202440475 1/1/2006 2/1/2006 12/1/2035 2,663.33 1/1/2006 544,000.00 543,800.00
202451043 11/1/2005 2/1/2006 10/1/2035 4,132.33 1/1/2006 862,400.00 862,400.00
202464830 12/1/2005 2/1/2006 11/1/2035 2,970.75 1/1/2006 559,200.00 559,195.11
202467700 12/1/2005 2/1/2006 11/1/2035 2,373.44 1/1/2006 465,000.00 464,762.05
202478756 11/1/2005 2/1/2006 10/1/2035 2,677.14 1/1/2006 525,000.00 523,500.14
202486122 12/1/2005 2/1/2006 11/1/2035 2,595.00 1/1/2006 519,000.00 519,000.00
202488045 11/1/2005 2/1/2006 10/1/2035 3,157.82 1/1/2006 645,000.00 645,000.00
202494233 11/1/2005 2/1/2006 10/1/2035 3,182.29 1/1/2006 650,000.00 640,000.00
202497673 12/1/2005 2/1/2006 11/1/2035 3,595.00 1/1/2006 719,000.00 718,989.98
202502092 12/1/2005 3/1/2006 11/1/2035 3,366.88 2/1/2006 675,000.00 670,100.59
202508784 12/1/2005 2/1/2006 11/1/2035 2,539.60 1/1/2006 507,920.00 507,920.00
202511986 12/1/2005 3/1/2006 11/1/2035 2,760.00 2/1/2006 552,000.00 552,000.00
202536207 12/1/2005 2/1/2006 11/1/2035 2,718.75 1/1/2006 543,750.00 543,750.00
202542973 12/1/2005 3/1/2006 11/1/2035 2,829.48 2/1/2006 590,500.00 590,190.78
202545539 12/1/2005 3/1/2006 11/1/2035 5,104.17 2/1/2006 1,000,000.00 1,000,000.00
202548715 12/1/2005 2/1/2006 11/1/2035 2,291.25 1/1/2006 468,000.00 468,000.00
202557054 12/1/2005 2/1/2006 11/1/2035 2,661.82 1/1/2006 521,500.00 521,499.82
202570123 12/1/2005 2/1/2006 11/1/2035 2,144.37 1/1/2006 438,000.00 438,000.00
202571907 12/1/2005 2/1/2006 11/1/2035 4,785.16 1/1/2006 937,500.00 937,500.00
202574562 12/1/2005 2/1/2006 11/1/2035 2,193.33 1/1/2006 448,000.00 448,000.00
202578688 12/1/2005 2/1/2006 11/1/2035 3,521.88 1/1/2006 690,000.00 689,521.88
202585857 12/1/2005 2/1/2006 11/1/2035 5,312.50 1/1/2006 1,000,000.00 1,000,000.00
202586400 12/1/2005 2/1/2006 11/1/2035 2,320.83 1/1/2006 445,600.00 445,600.00
202593141 12/1/2005 2/1/2006 11/1/2035 2,645.83 1/1/2006 508,000.00 508,000.00
202594842 12/1/2005 2/1/2006 11/1/2035 2,120.00 1/1/2006 424,000.00 423,800.00
202597431 1/1/2006 2/1/2006 12/1/2035 2,611.46 1/1/2006 501,400.00 501,400.00
202610275 12/1/2005 3/1/2006 11/1/2035 2,343.75 2/1/2006 450,000.00 449,850.00
202611299 12/1/2005 2/1/2006 11/1/2035 2,202.45 1/1/2006 431,500.00 430,790.26
202611992 12/1/2005 3/1/2006 11/1/2035 4,083.34 2/1/2006 800,000.00 748,999.18
202614277 12/1/2005 4/1/2006 11/1/2035 3,182.29 3/1/2006 650,000.00 649,468.85
202614418 12/1/2005 2/1/2006 11/1/2035 3,336.25 1/1/2006 628,000.00 628,000.00
202618070 1/1/2006 2/1/2006 12/1/2035 4,010.42 1/1/2006 770,000.00 770,000.00
202630869 1/1/2006 2/1/2006 12/1/2035 2,500.00 1/1/2006 500,000.00 500,000.00
202645792 1/1/2006 2/1/2006 12/1/2035 2,738.69 1/1/2006 536,560.00 536,560.00
202657557 1/1/2006 2/1/2006 12/1/2035 3,593.75 1/1/2006 750,000.00 750,000.00
202660585 1/1/2006 2/1/2006 12/1/2035 2,319.17 1/1/2006 484,000.00 484,000.00
202664512 12/1/2005 2/1/2006 11/1/2035 2,625.00 1/1/2006 504,000.00 503,862.44
202666889 12/1/2005 2/1/2006 11/1/2035 3,421.25 1/1/2006 644,000.00 644,000.00
3964046 1/1/2006 2/1/2006 12/1/2035 3,317.71 1/1/2006 650,000.00 650,000.00
4335166 1/1/2006 3/1/2006 12/1/2035 4,900.00 2/1/2006 980,000.00 980,000.00
4349133 1/1/2006 2/1/2006 12/1/2035 2,453.33 1/1/2006 512,000.00 512,000.00
4354151 1/1/2006 3/1/2006 12/1/2035 4,593.75 2/1/2006 900,000.00 899,323.18
4364807 1/1/2006 3/1/2006 12/1/2035 3,125.00 2/1/2006 600,000.00 600,000.00
4369892 1/1/2006 2/1/2006 12/1/2035 2,050.83 1/1/2006 428,000.00 428,000.00
4381122 1/1/2006 2/1/2006 12/1/2035 2,250.00 1/1/2006 450,000.00 449,974.19
4381730 12/1/2005 2/1/2006 11/1/2035 2,985.67 1/1/2006 551,200.00 550,197.29
4392938 1/1/2006 3/1/2006 12/1/2035 2,931.58 2/1/2006 574,350.00 574,350.00
4394964 1/1/2006 3/1/2006 12/1/2035 2,491.67 2/1/2006 520,000.00 520,000.00
4397473 1/1/2006 2/1/2006 12/1/2035 2,540.00 1/1/2006 508,000.00 508,000.00
4399770 1/1/2006 2/1/2006 12/1/2035 2,328.75 1/1/2006 414,000.00 414,000.00
4401794 1/1/2006 3/1/2006 12/1/2035 2,399.70 2/1/2006 479,940.00 479,912.33
4401796 1/1/2006 3/1/2006 12/1/2035 3,455.52 2/1/2006 677,000.00 677,000.00
4402719 1/1/2006 3/1/2006 12/1/2035 4,008.33 2/1/2006 740,000.00 740,000.00
4403120 1/1/2006 2/1/2006 12/1/2035 4,333.33 1/1/2006 800,000.00 800,000.00
4403787 1/1/2006 3/1/2006 12/1/2035 3,280.33 2/1/2006 605,600.00 605,422.06
4408611 1/1/2006 3/1/2006 12/1/2035 2,778.65 2/1/2006 533,500.00 533,047.90
4408652 1/1/2006 3/1/2006 12/1/2035 2,753.52 2/1/2006 498,750.00 498,749.99
4409018 1/1/2006 2/1/2006 12/1/2035 3,354.17 1/1/2006 700,000.00 700,000.00
4411769 12/1/2005 2/1/2006 11/1/2035 3,267.43 1/1/2006 640,150.00 640,150.00
4413103 1/1/2006 2/1/2006 12/1/2035 3,750.00 1/1/2006 750,000.00 750,000.00
4415539 1/1/2006 2/1/2006 12/1/2035 3,685.21 1/1/2006 722,000.00 722,000.00
4415933 1/1/2006 3/1/2006 12/1/2035 2,746.04 2/1/2006 538,000.00 538,000.00
4418299 1/1/2006 3/1/2006 12/1/2035 3,520.83 2/1/2006 650,000.00 649,888.97
4418484 1/1/2006 2/1/2006 12/1/2035 4,468.75 1/1/2006 825,000.00 824,906.41
4419724 1/1/2006 3/1/2006 12/1/2035 2,337.50 2/1/2006 440,000.00 439,674.14
4419897 1/1/2006 2/1/2006 12/1/2035 2,615.89 1/1/2006 512,500.00 512,500.00
4422897 1/1/2006 3/1/2006 12/1/2035 2,295.00 2/1/2006 432,000.00 432,000.00
4434545 1/1/2006 2/1/2006 12/1/2035 2,496.61 1/1/2006 479,350.00 479,350.00
4436705 1/1/2006 2/1/2006 12/1/2035 2,771.17 1/1/2006 511,600.00 511,600.00
4437530 1/1/2006 2/1/2006 12/1/2035 2,539.38 1/1/2006 478,000.00 478,000.00
53809711 1/1/2006 2/1/2006 12/1/2035 2,258.86 1/1/2006 451,972.00 451,772.00
58697442 1/1/2006 2/1/2006 12/1/2035 3,058.19 1/1/2006 600,000.00 599,154.99
59852129 12/1/2005 2/1/2006 11/1/2035 4,875.00 1/1/2006 975,000.00 975,000.00
60017761 1/1/2006 2/1/2006 12/1/2035 4,371.25 1/1/2006 807,000.00 807,000.00
60049087 1/1/2006 3/1/2006 12/1/2035 2,319.25 2/1/2006 464,750.00 463,849.85
60383387 1/1/2006 3/1/2006 12/1/2035 2,252.50 2/1/2006 424,000.00 424,000.00
60516275 12/1/2005 3/1/2006 11/1/2035 2,388.75 2/1/2006 468,000.00 467,603.48
60518743 12/1/2005 3/1/2006 11/1/2035 3,711.94 2/1/2006 1,000,000.00 698,718.75
60623774 1/1/2006 3/1/2006 12/1/2035 4,025.00 2/1/2006 805,000.00 805,000.00
60645355 12/1/2005 2/1/2006 11/1/2035 3,542.29 1/1/2006 694,000.00 694,000.00
60651015 12/1/2005 2/1/2006 11/1/2035 2,245.32 1/1/2006 439,900.00 439,900.00
60675873 1/1/2006 2/1/2006 12/1/2035 2,552.08 1/1/2006 500,000.00 500,000.00
60710381 1/1/2006 2/1/2006 12/1/2035 2,513.80 1/1/2006 493,000.00 492,500.00
60749405 1/1/2006 2/1/2006 12/1/2035 7,812.50 1/1/2006 1,500,000.00 1,500,000.00
60788445 1/1/2006 3/1/2006 12/1/2035 4,331.77 2/1/2006 850,000.00 848,673.71
60801495 1/1/2006 2/1/2006 12/1/2035 3,697.40 1/1/2006 710,000.00 709,900.00
60927365 1/1/2006 3/1/2006 12/1/2035 6,380.21 2/1/2006 1,250,000.00 1,250,000.00
60977881 1/1/2006 2/1/2006 12/1/2035 2,687.24 1/1/2006 515,950.00 515,950.00
61023784 1/1/2006 2/1/2006 12/1/2035 2,635.00 1/1/2006 496,000.00 495,999.91
146767611 11/1/2005 3/1/2006 10/1/2035 3,750.00 2/1/2006 800,000.00 750,000.00
147191019 1/1/2006 2/1/2006 12/1/2035 2,749.75 1/1/2006 550,000.00 549,950.00
147295794 1/1/2006 2/1/2006 12/1/2035 2,169.27 1/1/2006 425,000.00 425,000.00
147395966 12/1/2005 2/1/2006 11/1/2035 2,895.47 1/1/2006 617,700.00 617,700.00
147519326 12/1/2005 2/1/2006 11/1/2035 2,980.44 1/1/2006 610,000.00 608,769.91
147609242 12/1/2005 3/1/2006 11/1/2035 2,900.00 2/1/2006 580,000.00 580,000.00
147624753 12/1/2005 2/1/2006 11/1/2035 2,143.75 1/1/2006 420,000.00 420,000.00
147642441 1/1/2006 2/1/2006 12/1/2035 4,261.33 1/1/2006 870,400.00 870,400.00
147643902 1/1/2006 3/1/2006 12/1/2035 3,000.00 2/1/2006 600,000.00 600,000.00
147674725 1/1/2006 2/1/2006 12/1/2035 4,959.97 1/1/2006 971,750.00 971,750.00
147700264 1/1/2006 2/1/2006 12/1/2035 2,399.58 1/1/2006 479,920.00 479,916.21
147701403 12/1/2005 2/1/2006 11/1/2035 3,427.08 1/1/2006 700,000.00 700,000.00
147704225 12/1/2005 2/1/2006 11/1/2035 3,526.75 1/1/2006 705,350.00 705,350.00
147716377 11/1/2005 2/1/2006 10/1/2035 3,840.00 1/1/2006 768,000.00 768,000.00
147817472 12/1/2005 3/1/2006 11/1/2035 2,453.50 2/1/2006 490,700.00 490,700.00
147824817 12/1/2005 2/1/2006 11/1/2035 2,975.73 1/1/2006 583,000.00 583,000.00
147843338 12/1/2005 3/1/2006 11/1/2035 2,340.00 2/1/2006 468,000.00 468,000.00
147904445 12/1/2005 3/1/2006 11/1/2035 2,403.80 2/1/2006 481,000.00 480,760.27
147911523 12/1/2005 2/1/2006 11/1/2035 3,250.00 1/1/2006 650,000.00 650,000.00
147932586 12/1/2005 2/1/2006 11/1/2035 2,225.00 1/1/2006 445,000.00 445,000.00
147953186 12/1/2005 2/1/2006 11/1/2035 3,163.00 1/1/2006 632,600.00 632,600.00
147965966 1/1/2006 2/1/2006 12/1/2035 3,215.21 1/1/2006 671,000.00 671,000.00
147966097 1/1/2006 3/1/2006 12/1/2035 3,342.88 2/1/2006 682,800.00 682,800.00
147982318 1/1/2006 2/1/2006 12/1/2035 2,601.69 1/1/2006 500,000.00 499,525.03
148079155 12/1/2005 2/1/2006 11/1/2035 2,395.83 1/1/2006 500,000.00 500,000.00
148084601 12/1/2005 2/1/2006 11/1/2035 2,404.71 1/1/2006 471,200.00 471,126.96
148281801 1/1/2006 3/1/2006 12/1/2035 5,385.42 2/1/2006 1,100,000.00 1,100,000.00
148311822 1/1/2006 3/1/2006 12/1/2035 3,042.08 2/1/2006 596,000.00 596,000.00
148315112 1/1/2006 3/1/2006 12/1/2035 6,614.58 2/1/2006 1,270,000.00 1,270,000.00
148326291 12/1/2005 3/1/2006 11/1/2035 2,329.49 2/1/2006 438,492.00 438,492.00
148332893 12/1/2005 3/1/2006 11/1/2035 2,875.00 2/1/2006 600,000.00 600,000.00
148339518 12/1/2005 2/1/2006 11/1/2035 6,187.50 1/1/2006 1,237,500.00 1,237,500.00
148353477 1/1/2006 2/1/2006 12/1/2035 2,937.50 1/1/2006 600,000.00 600,000.00
148399447 12/1/2005 2/1/2006 11/1/2035 3,231.77 1/1/2006 621,000.00 620,500.00
148404908 1/1/2006 2/1/2006 12/1/2035 3,287.11 1/1/2006 618,750.00 618,750.00
148433618 12/1/2005 3/1/2006 11/1/2035 2,164.17 2/1/2006 424,000.00 423,900.00
148437478 1/1/2006 3/1/2006 12/1/2035 3,317.71 2/1/2006 650,000.00 650,000.00
148737885 1/1/2006 3/1/2006 12/1/2035 4,008.33 2/1/2006 740,000.00 740,000.00
148746456 1/1/2006 2/1/2006 12/1/2035 3,673.83 1/1/2006 750,400.00 750,400.00
148756877 1/1/2006 2/1/2006 12/1/2035 4,238.50 1/1/2006 830,400.00 830,400.00
148826035 1/1/2006 3/1/2006 12/1/2035 2,592.50 2/1/2006 488,000.00 488,000.00
148861263 12/1/2005 3/1/2006 11/1/2035 2,445.92 2/1/2006 599,200.00 478,900.00
148890668 12/1/2005 2/1/2006 11/1/2035 2,352.00 1/1/2006 460,800.00 460,800.00
148899594 12/1/2005 2/1/2006 11/1/2035 3,000.00 1/1/2006 600,000.00 600,000.00
148954662 12/1/2005 2/1/2006 11/1/2035 3,360.00 1/1/2006 672,000.00 672,000.00
148992753 11/1/2005 3/1/2006 10/1/2035 2,604.17 2/1/2006 500,000.00 500,000.00
148994015 12/1/2005 3/1/2006 11/1/2035 2,708.33 2/1/2006 520,000.00 520,000.00
149339251 12/1/2005 2/1/2006 11/1/2035 2,860.00 1/1/2006 572,000.00 572,000.00
LOANID PURPOSE DOC OAPPVAL FRTRDATE CEILING FLOOR CAPINT
------------------------------------------------------------------------------------------------------------------------------------
143640373 C/O Refi FAD(Full or Alt or AUS) 605,000.00 00/00/0000 0 0 0
143784551 C/O Refi FAD(Full or Alt or AUS) 847,000.00 00/00/0000 0 0 0
202393732 R/T Refi FAD(Full or Alt or AUS) 1,500,000.00 00/00/0000 0 0 0
202402087 C/O Refi FAD(Full or Alt or AUS) 660,000.00 00/00/0000 0 0 0
202491643 C/O Refi FAD(Full or Alt or AUS) 650,000.00 00/00/0000 0 0 0
4256367 Purchase Full/Alt 1,352,000.00 00/00/0000 0 0 0
4256369 R/T Refi Full/Alt 700,000.00 00/00/0000 0 0 0
4354388 Purchase Full/Alt 590,000.00 00/00/0000 0 0 0
4362637 C/O Refi Full/Alt 580,000.00 00/00/0000 0 0 0
4364729 C/O Refi Full/Alt 700,000.00 00/00/0000 0 0 0
4369848 R/T Refi Full/Alt 730,000.00 00/00/0000 0 0 0
4371925 C/O Refi Full/Alt 555,000.00 00/00/0000 0 0 0
4372297 R/T Refi Full/Alt 755,000.00 00/00/0000 0 0 0
4374239 C/O Refi Full/Alt 750,000.00 00/00/0000 0 0 0
4386579 C/O Refi Full/Alt 733,000.00 00/00/0000 0 0 0
4395020 C/O Refi Full/Alt 713,000.00 00/00/0000 0 0 0
4402658 R/T Refi Full/Alt 935,000.00 00/00/0000 0 0 0
4414174 C/O Refi Full/Alt 600,000.00 00/00/0000 0 0 0
30290399 R/T Refi FAD(Full or Alt or AUS) 1,100,000.00 00/00/0000 0 0 0
31612260 R/T Refi FAD(Full or Alt or AUS) 1,236,000.00 00/00/0000 0 0 0
34542001 Purchase FAD(Full or Alt or AUS) 775,000.00 00/00/0000 0 0 0
143647022 C/O Refi FAD(Full or Alt or AUS) 580,000.00 00/00/0000 0 0 0
143818813 C/O Refi FAD(Full or Alt or AUS) 895,000.00 00/00/0000 0 0 0
143829455 C/O Refi FAD(Full or Alt or AUS) 935,000.00 00/00/0000 0 0 0
143829547 R/T Refi FAD(Full or Alt or AUS) 630,000.00 00/00/0000 0 0 0
143829836 C/O Refi FAD(Full or Alt or AUS) 1,000,000.00 00/00/0000 0 0 0
143833192 C/O Refi FAD(Full or Alt or AUS) 650,000.00 00/00/0000 0 0 0
143833655 Purchase FAD(Full or Alt or AUS) 788,000.00 00/00/0000 0 0 0
143834018 C/O Refi FAD(Full or Alt or AUS) 770,000.00 00/00/0000 0 0 0
143906634 Purchase FAD(Full or Alt or AUS) 785,000.00 00/00/0000 0 0 0
143940864 C/O Refi FAD(Full or Alt or AUS) 1,250,000.00 00/00/0000 0 0 0
143972594 Purchase FAD(Full or Alt or AUS) 655,000.00 00/00/0000 0 0 0
144071065 Purchase FAD(Full or Alt or AUS) 755,000.00 00/00/0000 0 0 0
144077765 C/O Refi FAD(Full or Alt or AUS) 600,000.00 00/00/0000 0 0 0
144135324 Purchase FAD(Full or Alt or AUS) 630,000.00 00/00/0000 0 0 0
144170974 Purchase FAD(Full or Alt or AUS) 735,000.00 00/00/0000 0 0 0
144171733 C/O Refi FAD(Full or Alt or AUS) 1,075,000.00 00/00/0000 0 0 0
144172889 C/O Refi FAD(Full or Alt or AUS) 670,000.00 00/00/0000 0 0 0
202305116 Purchase FAD(Full or Alt or AUS) 1,125,000.00 00/00/0000 0 0 0
202390050 R/T Refi FAD(Full or Alt or AUS) 680,000.00 00/00/0000 0 0 0
202414371 Purchase FAD(Full or Alt or AUS) 559,000.00 00/00/0000 0 0 0
202416053 R/T Refi FAD(Full or Alt or AUS) 630,000.00 00/00/0000 0 0 0
202440475 Purchase FAD(Full or Alt or AUS) 690,000.00 00/00/0000 0 0 0
202451043 Purchase FAD(Full or Alt or AUS) 1,100,000.00 00/00/0000 0 0 0
202464830 R/T Refi FAD(Full or Alt or AUS) 699,000.00 00/00/0000 0 0 0
202467700 C/O Refi FAD(Full or Alt or AUS) 692,000.00 00/00/0000 0 0 0
202478756 C/O Refi FAD(Full or Alt or AUS) 720,000.00 00/00/0000 0 0 0
202486122 C/O Refi FAD(Full or Alt or AUS) 920,000.00 00/00/0000 0 0 0
202488045 Purchase FAD(Full or Alt or AUS) 890,000.00 00/00/0000 0 0 0
202494233 R/T Refi FAD(Full or Alt or AUS) 1,500,000.00 00/00/0000 0 0 0
202497673 Purchase FAD(Full or Alt or AUS) 920,000.00 00/00/0000 0 0 0
202502092 R/T Refi FAD(Full or Alt or AUS) 965,000.00 00/00/0000 0 0 0
202508784 Purchase FAD(Full or Alt or AUS) 640,000.00 00/00/0000 0 0 0
202511986 Purchase FAD(Full or Alt or AUS) 690,000.00 00/00/0000 0 0 0
202536207 C/O Refi FAD(Full or Alt or AUS) 725,000.00 00/00/0000 0 0 0
202542973 C/O Refi FAD(Full or Alt or AUS) 770,000.00 00/00/0000 0 0 0
202545539 C/O Refi FAD(Full or Alt or AUS) 1,350,000.00 00/00/0000 0 0 0
202548715 C/O Refi FAD(Full or Alt or AUS) 850,000.00 00/00/0000 0 0 0
202557054 Purchase FAD(Full or Alt or AUS) 745,000.00 00/00/0000 0 0 0
202570123 R/T Refi FAD(Full or Alt or AUS) 770,000.00 00/00/0000 0 0 0
202571907 C/O Refi FAD(Full or Alt or AUS) 1,250,000.00 00/00/0000 0 0 0
202574562 R/T Refi FAD(Full or Alt or AUS) 560,000.00 00/00/0000 0 0 0
202578688 C/O Refi FAD(Full or Alt or AUS) 1,100,000.00 00/00/0000 0 0 0
202585857 Purchase FAD(Full or Alt or AUS) 1,500,000.00 00/00/0000 0 0 0
202586400 C/O Refi FAD(Full or Alt or AUS) 557,000.00 00/00/0000 0 0 0
202593141 C/O Refi FAD(Full or Alt or AUS) 735,000.00 00/00/0000 0 0 0
202594842 R/T Refi FAD(Full or Alt or AUS) 835,000.00 00/00/0000 0 0 0
202597431 Purchase FAD(Full or Alt or AUS) 631,500.00 00/00/0000 0 0 0
202610275 C/O Refi FAD(Full or Alt or AUS) 607,000.00 00/00/0000 0 0 0
202611299 C/O Refi FAD(Full or Alt or AUS) 692,000.00 00/00/0000 0 0 0
202611992 R/T Refi FAD(Full or Alt or AUS) 1,200,000.00 00/00/0000 0 0 0
202614277 R/T Refi FAD(Full or Alt or AUS) 900,000.00 00/00/0000 0 0 0
202614418 C/O Refi FAD(Full or Alt or AUS) 785,000.00 00/00/0000 0 0 0
202618070 C/O Refi FAD(Full or Alt or AUS) 1,100,000.00 00/00/0000 0 0 0
202630869 C/O Refi FAD(Full or Alt or AUS) 1,300,000.00 00/00/0000 0 0 0
202645792 Purchase FAD(Full or Alt or AUS) 685,000.00 00/00/0000 0 0 0
202657557 R/T Refi FAD(Full or Alt or AUS) 1,700,000.00 00/00/0000 0 0 0
202660585 Purchase FAD(Full or Alt or AUS) 605,000.00 00/00/0000 0 0 0
202664512 C/O Refi FAD(Full or Alt or AUS) 630,000.00 00/00/0000 0 0 0
202666889 Purchase FAD(Full or Alt or AUS) 920,000.00 00/00/0000 0 0 0
3964046 Purchase Full/Alt 1,050,000.00 00/00/0000 0 0 0
4335166 Purchase Full/Alt 1,400,000.00 00/00/0000 0 0 0
4349133 R/T Refi Full/Alt 795,000.00 00/00/0000 0 0 0
4354151 Purchase Full/Alt 1,400,000.00 00/00/0000 0 0 0
4364807 Purchase Full/Alt 750,000.00 00/00/0000 0 0 0
4369892 Purchase Full/Alt 536,000.00 00/00/0000 0 0 0
4381122 Purchase Full/Alt 950,000.00 00/00/0000 0 0 0
4381730 C/O Refi Full/Alt 735,000.00 00/00/0000 0 0 0
4392938 Purchase Full/Alt 718,000.00 00/00/0000 0 0 0
4394964 Purchase Full/Alt 651,000.00 00/00/0000 0 0 0
4397473 Purchase Full/Alt 780,000.00 00/00/0000 0 0 0
4399770 C/O Refi Full/Alt 550,000.00 00/00/0000 0 0 0
4401794 Purchase Full/Alt 600,000.00 00/00/0000 0 0 0
4401796 C/O Refi Full/Alt 1,190,000.00 00/00/0000 0 0 0
4402719 C/O Refi Full/Alt 1,134,000.00 00/00/0000 0 0 0
4403120 Purchase Full/Alt 1,000,000.00 00/00/0000 0 0 0
4403787 C/O Refi Full/Alt 757,000.00 00/00/0000 0 0 0
4408611 C/O Refi Full/Alt 760,000.00 00/00/0000 0 0 0
4408652 C/O Refi Full/Alt 665,000.00 00/00/0000 0 0 0
4409018 Purchase Full/Alt 1,415,000.00 00/00/0000 0 0 0
4411769 C/O Refi Full/Alt 914,500.00 00/00/0000 0 0 0
4413103 Purchase Full/Alt 1,340,000.00 00/00/0000 0 0 0
4415539 R/T Refi Full/Alt 910,000.00 00/00/0000 0 0 0
4415933 R/T Refi Full/Alt 714,000.00 00/00/0000 0 0 0
4418299 C/O Refi Full/Alt 900,000.00 00/00/0000 0 0 0
4418484 C/O Refi Full/Alt 1,100,000.00 00/00/0000 0 0 0
4419724 C/O Refi Full/Alt 655,000.00 00/00/0000 0 0 0
4419897 R/T Refi Full/Alt 995,000.00 00/00/0000 0 0 0
4422897 Purchase Full/Alt 540,000.00 00/00/0000 0 0 0
4434545 Purchase Full/Alt 685,000.00 00/00/0000 0 0 0
4436705 Purchase Full/Alt 640,000.00 00/00/0000 0 0 0
4437530 R/T Refi Full/Alt 900,000.00 00/00/0000 0 0 0
53809711 Purchase Full 565,000.00 00/00/0000 0 0 0
58697442 Purchase Full 1,170,000.00 00/00/0000 0 0 0
59852129 Purchase Full 1,375,000.00 00/00/0000 0 0 0
60017761 R/T Refi Full 2,075,000.00 00/00/0000 0 0 0
60049087 C/O Refi Full 715,000.00 00/00/0000 0 0 0
60383387 Purchase Full 535,000.00 00/00/0000 0 0 0
60516275 Purchase Full 595,000.00 00/00/0000 0 0 0
60518743 C/O Refi Full 1,700,000.00 00/00/0000 0 0 0
60623774 Purchase Full 1,300,000.00 00/00/0000 0 0 0
60645355 R/T Refi Full 1,189,000.00 00/00/0000 0 0 0
60651015 Purchase Full 565,000.00 00/00/0000 0 0 0
60675873 C/O Refi Full 670,500.00 00/00/0000 0 0 0
60710381 R/T Refi Full 750,000.00 00/00/0000 0 0 0
60749405 R/T Refi Full 2,100,000.00 00/00/0000 0 0 0
60788445 C/O Refi Full 1,350,000.00 00/00/0000 0 0 0
60801495 C/O Refi Full 1,035,000.00 00/00/0000 0 0 0
60927365 Purchase Full 1,950,000.00 00/00/0000 0 0 0
60977881 R/T Refi Full 860,000.00 00/00/0000 0 0 0
61023784 C/O Refi Full 620,000.00 00/00/0000 0 0 0
146767611 Purchase Full 1,090,000.00 00/00/0000 0 0 0
147191019 R/T Refi Full 1,100,000.00 00/00/0000 0 0 0
147295794 Purchase Full 690,000.00 00/00/0000 0 0 0
147395966 Purchase Full 870,000.00 00/00/0000 0 0 0
147519326 Purchase Full 1,074,565.00 00/00/0000 0 0 0
147609242 Purchase Full 735,000.00 00/00/0000 0 0 0
147624753 Purchase Full 672,000.00 00/00/0000 0 0 0
147642441 Purchase Full 1,100,000.00 00/00/0000 0 0 0
147643902 C/O Refi Full 1,100,000.00 00/00/0000 0 0 0
147674725 Purchase Full 1,500,000.00 00/00/0000 0 0 0
147700264 Purchase Full 600,000.00 00/00/0000 0 0 0
147701403 Purchase Full 950,000.00 00/00/0000 0 0 0
147704225 Purchase Full 910,000.00 00/00/0000 0 0 0
147716377 Purchase Full 965,000.00 00/00/0000 0 0 0
147817472 R/T Refi Full 620,000.00 00/00/0000 0 0 0
147824817 C/O Refi Full 778,000.00 00/00/0000 0 0 0
147843338 Purchase Full 590,000.00 00/00/0000 0 0 0
147904445 C/O Refi Full 660,000.00 00/00/0000 0 0 0
147911523 Purchase Full 975,000.00 00/00/0000 0 0 0
147932586 R/T Refi Full 584,000.00 00/00/0000 0 0 0
147953186 Purchase Full 805,000.00 00/00/0000 0 0 0
147965966 R/T Refi Full 850,000.00 00/00/0000 0 0 0
147966097 Purchase Full 854,000.00 00/00/0000 0 0 0
147982318 Purchase Full 1,525,000.00 00/00/0000 0 0 0
148079155 Purchase Full 1,052,000.00 00/00/0000 0 0 0
148084601 Purchase Full 590,000.00 00/00/0000 0 0 0
148281801 R/T Refi Full 4,800,000.00 00/00/0000 0 0 0
148311822 Purchase Full 750,000.00 00/00/0000 0 0 0
148315112 Purchase Full 1,750,000.00 00/00/0000 0 0 0
148326291 Purchase Full 550,000.00 00/00/0000 0 0 0
148332893 Purchase Full 790,000.00 00/00/0000 0 0 0
148339518 Purchase Full 1,650,000.00 00/00/0000 0 0 0
148353477 C/O Refi Full 1,225,000.00 00/00/0000 0 0 0
148399447 C/O Refi Full 936,000.00 00/00/0000 0 0 0
148404908 Purchase Full 825,000.00 00/00/0000 0 0 0
148433618 Purchase Full 531,000.00 00/00/0000 0 0 0
148437478 Purchase Full 825,000.00 00/00/0000 0 0 0
148737885 Purchase Full 925,000.00 00/00/0000 0 0 0
148746456 Purchase Full 1,000,000.00 00/00/0000 0 0 0
148756877 Purchase Full 1,038,000.00 00/00/0000 0 0 0
148826035 Purchase Full 610,000.00 00/00/0000 0 0 0
148861263 Purchase Full 755,000.00 00/00/0000 0 0 0
148890668 Purchase Full 579,000.00 00/00/0000 0 0 0
148899594 Purchase Full 780,000.00 00/00/0000 0 0 0
148954662 Purchase Full 840,000.00 00/00/0000 0 0 0
148992753 Purchase Full 877,000.00 00/00/0000 0 0 0
148994015 Purchase Full 660,000.00 00/00/0000 0 0 0
149339251 Purchase Full 725,000.00 00/00/0000 0 0 0
LOANID MARGIN INDEX ODATE ORIGINATOR SERVICER LPMI SVCFEE
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143640373 0 FIX 9/23/2005 SunTrust SunTrust 0 0.25
143784551 0 FIX 9/15/2005 SunTrust SunTrust 0 0.25
202393732 0 FIX 9/9/2005 SunTrust SunTrust 0 0.25
202402087 0 FIX 9/22/2005 SunTrust SunTrust 0 0.25
202491643 0 FIX 9/30/2005 SunTrust SunTrust 0 0.25
4256367 0 FIX 11/1/2005 NatCity NatCity 0 0.25
4256369 0 FIX 10/28/2005 NatCity NatCity 0 0.25
4354388 0 FIX 9/29/2005 NatCity NatCity 0 0.25
4362637 0 FIX 10/4/2005 NatCity NatCity 0 0.25
4364729 0 FIX 10/19/2005 NatCity NatCity 0 0.25
4369848 0 FIX 10/20/2005 NatCity NatCity 0 0.25
4371925 0 FIX 10/25/2005 NatCity NatCity 0 0.25
4372297 0 FIX 10/7/2005 NatCity NatCity 0 0.25
4374239 0 FIX 10/26/2005 NatCity NatCity 0 0.25
4386579 0 FIX 10/19/2005 NatCity NatCity 0 0.25
4395020 0 FIX 10/28/2005 NatCity NatCity 0 0.25
4402658 0 FIX 10/24/2005 NatCity NatCity 0 0.25
4414174 0 FIX 10/30/2005 NatCity NatCity 0 0.25
30290399 0 FIX 10/11/2005 SunTrust SunTrust 0 0.25
31612260 0 FIX 10/13/2005 SunTrust SunTrust 0 0.25
34542001 0 FIX 10/14/2005 SunTrust SunTrust 0 0.25
143647022 0 FIX 10/31/2005 SunTrust SunTrust 0 0.25
143818813 0 FIX 10/17/2005 SunTrust SunTrust 0 0.25
143829455 0 FIX 10/25/2005 SunTrust SunTrust 0 0.25
143829547 0 FIX 10/20/2005 SunTrust SunTrust 0 0.25
143829836 0 FIX 10/25/2005 SunTrust SunTrust 0 0.25
143833192 0 FIX 10/26/2005 SunTrust SunTrust 0 0.25
143833655 0 FIX 10/20/2005 SunTrust SunTrust 0 0.25
143834018 0 FIX 10/28/2005 SunTrust SunTrust 0 0.25
143906634 0 FIX 10/27/2005 SunTrust SunTrust 0 0.25
143940864 0 FIX 10/4/2005 SunTrust SunTrust 0 0.25
143972594 0 FIX 10/28/2005 SunTrust SunTrust 0 0.25
144071065 0 FIX 10/28/2005 SunTrust SunTrust 0 0.25
144077765 0 FIX 10/19/2005 SunTrust SunTrust 0 0.25
144135324 0 FIX 10/31/2005 SunTrust SunTrust 0 0.25
144170974 0 FIX 10/28/2005 SunTrust SunTrust 0 0.25
144171733 0 FIX 10/21/2005 SunTrust SunTrust 0 0.25
144172889 0 FIX 10/27/2005 SunTrust SunTrust 0 0.25
202305116 0 FIX 10/5/2005 SunTrust SunTrust 0 0.25
202390050 0 FIX 10/11/2005 SunTrust SunTrust 0 0.25
202414371 0 FIX 10/13/2005 SunTrust SunTrust 0 0.25
202416053 0 FIX 10/5/2005 SunTrust SunTrust 0 0.25
202440475 0 FIX 11/7/2005 SunTrust SunTrust 0 0.25
202451043 0 FIX 10/3/2005 SunTrust SunTrust 0 0.25
202464830 0 FIX 10/3/2005 SunTrust SunTrust 0 0.25
202467700 0 FIX 10/11/2005 SunTrust SunTrust 0 0.25
202478756 0 FIX 10/3/2005 SunTrust SunTrust 0 0.25
202486122 0 FIX 10/19/2005 SunTrust SunTrust 0 0.25
202488045 0 FIX 9/29/2005 SunTrust SunTrust 0 0.25
202494233 0 FIX 9/30/2005 SunTrust SunTrust 0 0.25
202497673 0 FIX 10/4/2005 SunTrust SunTrust 0 0.25
202502092 0 FIX 10/17/2005 SunTrust SunTrust 0 0.25
202508784 0 FIX 10/28/2005 SunTrust SunTrust 0 0.25
202511986 0 FIX 10/31/2005 SunTrust SunTrust 0 0.25
202536207 0 FIX 10/31/2005 SunTrust SunTrust 0 0.25
202542973 0 FIX 10/17/2005 SunTrust SunTrust 0 0.25
202545539 0 FIX 10/26/2005 SunTrust SunTrust 0 0.25
202548715 0 FIX 10/18/2005 SunTrust SunTrust 0 0.25
202557054 0 FIX 10/24/2005 SunTrust SunTrust 0 0.25
202570123 0 FIX 10/24/2005 SunTrust SunTrust 0 0.25
202571907 0 FIX 10/13/2005 SunTrust SunTrust 0 0.25
202574562 0 FIX 10/31/2005 SunTrust SunTrust 0 0.25
202578688 0 FIX 10/31/2005 SunTrust SunTrust 0 0.25
202585857 0 FIX 10/12/2005 SunTrust SunTrust 0 0.25
202586400 0 FIX 10/19/2005 SunTrust SunTrust 0 0.25
202593141 0 FIX 10/31/2005 SunTrust SunTrust 0 0.25
202594842 0 FIX 10/25/2005 SunTrust SunTrust 0 0.25
202597431 0 FIX 11/1/2005 SunTrust SunTrust 0 0.25
202610275 0 FIX 10/31/2005 SunTrust SunTrust 0 0.25
202611299 0 FIX 10/21/2005 SunTrust SunTrust 0 0.25
202611992 0 FIX 10/28/2005 SunTrust SunTrust 0 0.25
202614277 0 FIX 10/26/2005 SunTrust SunTrust 0 0.25
202614418 0 FIX 10/24/2005 SunTrust SunTrust 0 0.25
202618070 0 FIX 11/1/2005 SunTrust SunTrust 0 0.25
202630869 0 FIX 11/3/2005 SunTrust SunTrust 0 0.25
202645792 0 FIX 11/11/2005 SunTrust SunTrust 0 0.25
202657557 0 FIX 11/4/2005 SunTrust SunTrust 0 0.25
202660585 0 FIX 11/4/2005 SunTrust SunTrust 0 0.25
202664512 0 FIX 10/26/2005 SunTrust SunTrust 0 0.25
202666889 0 FIX 10/28/2005 SunTrust SunTrust 0 0.25
3964046 0 FIX 11/14/2005 NatCity NatCity 0 0.25
4335166 0 FIX 11/3/2005 NatCity NatCity 0 0.25
4349133 0 FIX 11/1/2005 NatCity NatCity 0 0.25
4354151 0 FIX 11/18/2005 NatCity NatCity 0 0.25
4364807 0 FIX 11/8/2005 NatCity NatCity 0 0.25
4369892 0 FIX 11/15/2005 NatCity NatCity 0 0.25
4381122 0 FIX 11/22/2005 NatCity NatCity 0 0.25
4381730 0 FIX 10/27/2005 NatCity NatCity 0 0.25
4392938 0 FIX 11/16/2005 NatCity NatCity 0 0.25
4394964 0 FIX 11/15/2005 NatCity NatCity 0 0.25
4397473 0 FIX 11/16/2005 NatCity NatCity 0 0.25
4399770 0 FIX 11/14/2005 NatCity NatCity 0 0.25
4401794 0 FIX 11/7/2005 NatCity NatCity 0 0.25
4401796 0 FIX 11/3/2005 NatCity NatCity 0 0.25
4402719 0 FIX 11/7/2005 NatCity NatCity 0 0.25
4403120 0 FIX 11/15/2005 NatCity NatCity 0 0.25
4403787 0 FIX 11/16/2005 NatCity NatCity 0 0.25
4408611 0 FIX 11/11/2005 NatCity NatCity 0 0.25
4408652 0 FIX 11/4/2005 NatCity NatCity 0 0.25
4409018 0 FIX 11/14/2005 NatCity NatCity 0 0.25
4411769 0 FIX 10/25/2005 NatCity NatCity 0 0.25
4413103 0 FIX 11/14/2005 NatCity NatCity 0 0.25
4415539 0 FIX 11/7/2005 NatCity NatCity 0 0.25
4415933 0 FIX 11/9/2005 NatCity NatCity 0 0.25
4418299 0 FIX 11/8/2005 NatCity NatCity 0 0.25
4418484 0 FIX 11/9/2005 NatCity NatCity 0 0.25
4419724 0 FIX 11/8/2005 NatCity NatCity 0 0.25
4419897 0 FIX 11/8/2005 NatCity NatCity 0 0.25
4422897 0 FIX 11/16/2005 NatCity NatCity 0 0.25
4434545 0 FIX 11/9/2005 NatCity NatCity 0 0.25
4436705 0 FIX 11/7/2005 NatCity NatCity 0 0.25
4437530 0 FIX 11/16/2005 NatCity NatCity 0 0.25
53809711 0 FIX 11/1/2005 Wells Fargo Wells Fargo 0 0.25
58697442 0 FIX 11/7/2005 Wells Fargo Wells Fargo 0 0.25
59852129 0 FIX 11/4/2005 Wells Fargo Wells Fargo 0 0.25
60017761 0 FIX 11/3/2005 Wells Fargo Wells Fargo 0 0.25
60049087 0 FIX 11/4/2005 Wells Fargo Wells Fargo 0 0.25
60383387 0 FIX 11/21/2005 Wells Fargo Wells Fargo 0 0.25
60516275 0 FIX 10/27/2005 Wells Fargo Wells Fargo 0 0.25
60518743 0 FIX 10/21/2005 Wells Fargo Wells Fargo 0 0.25
60623774 0 FIX 11/8/2005 Wells Fargo Wells Fargo 0 0.25
60645355 0 FIX 10/27/2005 Wells Fargo Wells Fargo 0 0.25
60651015 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
60675873 0 FIX 11/21/2005 Wells Fargo Wells Fargo 0 0.25
60710381 0 FIX 11/4/2005 Wells Fargo Wells Fargo 0 0.25
60749405 0 FIX 11/23/2005 Wells Fargo Wells Fargo 0 0.25
60788445 0 FIX 11/21/2005 Wells Fargo Wells Fargo 0 0.25
60801495 0 FIX 11/12/2005 Wells Fargo Wells Fargo 0 0.25
60927365 0 FIX 11/15/2005 Wells Fargo Wells Fargo 0 0.25
60977881 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
61023784 0 FIX 11/15/2005 Wells Fargo Wells Fargo 0 0.25
146767611 0 FIX 9/7/2005 Wells Fargo Wells Fargo 0 0.25
147191019 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
147295794 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
147395966 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
147519326 0 FIX 10/11/2005 Wells Fargo Wells Fargo 0 0.25
147609242 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
147624753 0 FIX 10/14/2005 Wells Fargo Wells Fargo 0 0.25
147642441 0 FIX 11/15/2005 Wells Fargo Wells Fargo 0 0.25
147643902 0 FIX 10/31/2005 Wells Fargo Wells Fargo 0 0.25
147674725 0 FIX 11/7/2005 Wells Fargo Wells Fargo 0 0.25
147700264 0 FIX 11/7/2005 Wells Fargo Wells Fargo 0 0.25
147701403 0 FIX 10/26/2005 Wells Fargo Wells Fargo 0 0.25
147704225 0 FIX 10/13/2005 Wells Fargo Wells Fargo 0 0.25
147716377 0 FIX 9/30/2005 Wells Fargo Wells Fargo 0 0.25
147817472 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
147824817 0 FIX 10/26/2005 Wells Fargo Wells Fargo 0 0.25
147843338 0 FIX 10/27/2005 Wells Fargo Wells Fargo 0 0.25
147904445 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
147911523 0 FIX 10/31/2005 Wells Fargo Wells Fargo 0 0.25
147932586 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
147953186 0 FIX 10/31/2005 Wells Fargo Wells Fargo 0 0.25
147965966 0 FIX 11/3/2005 Wells Fargo Wells Fargo 0 0.25
147966097 0 FIX 11/8/2005 Wells Fargo Wells Fargo 0 0.25
147982318 0 FIX 11/21/2005 Wells Fargo Wells Fargo 0 0.25
148079155 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
148084601 0 FIX 10/6/2005 Wells Fargo Wells Fargo 0 0.25
148281801 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
148311822 0 FIX 11/1/2005 Wells Fargo Wells Fargo 0 0.25
148315112 0 FIX 11/14/2005 Wells Fargo Wells Fargo 0 0.25
148326291 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
148332893 0 FIX 10/31/2005 Wells Fargo Wells Fargo 0 0.25
148339518 0 FIX 10/3/2005 Wells Fargo Wells Fargo 0 0.25
148353477 0 FIX 11/7/2005 Wells Fargo Wells Fargo 0 0.25
148399447 0 FIX 10/24/2005 Wells Fargo Wells Fargo 0 0.25
148404908 0 FIX 11/29/2005 Wells Fargo Wells Fargo 0 0.25
148433618 0 FIX 10/14/2005 Wells Fargo Wells Fargo 0 0.25
148437478 0 FIX 10/27/2005 Wells Fargo Wells Fargo 0 0.25
148737885 0 FIX 11/17/2005 Wells Fargo Wells Fargo 0 0.25
148746456 0 FIX 11/7/2005 Wells Fargo Wells Fargo 0 0.25
148756877 0 FIX 11/9/2005 Wells Fargo Wells Fargo 0 0.25
148826035 0 FIX 11/8/2005 Wells Fargo Wells Fargo 0 0.25
148861263 0 FIX 10/27/2005 Wells Fargo Wells Fargo 0 0.25
148890668 0 FIX 11/1/2005 Wells Fargo Wells Fargo 0 0.25
148899594 0 FIX 10/27/2005 Wells Fargo Wells Fargo 0 0.25
148954662 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
148992753 0 FIX 9/30/2005 Wells Fargo Wells Fargo 0 0.25
148994015 0 FIX 10/3/2005 Wells Fargo Wells Fargo 0 0.25
149339251 0 FIX 10/14/2005 Wells Fargo Wells Fargo 0 0.25
EXHIBIT D-4
LOAN GROUP 4 MORTGAGE LOAN SCHEDULE
D-4-1
LOANID GROUP OCC PROPTYPE OTERM CORTERM OLTV RATE FPDATE NDDATE S_MATDATE PANDI PTDATE
-----------------------------------------------------------------------------------------------------------------------------------
147709935 4 Primary SFR 360 357 63.41 6.125 12/1/2005 3/1/2006 11/1/2035 1,327.08 2/1/2006
147805782 4 Primary SFR 360 357 27.61 6.25 12/1/2005 2/1/2006 11/1/2035 963.54 1/1/2006
147871461 4 Primary SFR 360 357 64.19 6.375 12/1/2005 2/1/2006 11/1/2035 2,523.44 1/1/2006
147880686 4 Primary SFR 360 357 50.05 6.125 12/1/2005 2/1/2006 11/1/2035 2,720.52 1/1/2006
147975346 4 Primary SFR 360 357 73.17 6.375 12/1/2005 3/1/2006 11/1/2035 3,984.38 2/1/2006
148035371 4 Primary SFR 360 357 57.78 6.125 12/1/2005 2/1/2006 11/1/2035 6,635.42 1/1/2006
148064595 4 Primary SFR 360 357 71.26 6.375 12/1/2005 2/1/2006 11/1/2035 2,858.13 1/1/2006
148126188 4 Primary SFR 360 357 73.77 6.125 12/1/2005 2/1/2006 11/1/2035 2,296.88 1/1/2006
148141179 4 Primary SFR 360 357 76.78 6.25 12/1/2005 2/1/2006 11/1/2035 3,179.17 1/1/2006
148186729 4 Primary SFR 360 357 52.18 6.125 12/1/2005 2/1/2006 11/1/2035 1,158.65 1/1/2006
148225949 4 Primary SFR 360 357 74.78 6.125 12/1/2005 3/1/2006 11/1/2035 1,301.56 2/1/2006
148238009 4 Primary SFR 360 357 65 6.5 12/1/2005 2/1/2006 11/1/2035 2,728.65 1/1/2006
148239585 4 Primary SFR 360 357 82.25 6.375 12/1/2005 2/1/2006 11/1/2035 602.97 1/1/2006
148244395 4 Primary SFR 360 357 78.26 6.125 12/1/2005 2/1/2006 11/1/2035 3,215.63 1/1/2006
148254436 4 Primary SFR 360 357 60.56 6.25 12/1/2005 3/1/2006 11/1/2035 2,820.31 2/1/2006
148261415 4 Primary SFR 360 357 58.49 6.25 12/1/2005 3/1/2006 11/1/2035 2,134.86 2/1/2006
148278179 4 Primary SFR 360 358 74.95 6.25 1/1/2006 2/1/2006 12/1/2035 3,884.11 1/1/2006
148321094 4 Primary SFR 360 357 80 6.375 12/1/2005 2/1/2006 11/1/2035 2,634.47 1/1/2006
148340698 4 Primary SFR 360 357 73.77 6.25 12/1/2005 2/1/2006 11/1/2035 1,171.87 1/1/2006
148357189 4 Primary Condo - Low 360 357 80 6.25 12/1/2005 2/1/2006 11/1/2035 814.42 1/1/2006
148360514 4 Primary Condo - Low 360 357 70 6.375 12/1/2005 2/1/2006 11/1/2035 1,541.42 1/1/2006
148403298 4 Secondary Condo - Low 360 357 79.98 6.75 12/1/2005 3/1/2006 11/1/2035 404.44 2/1/2006
148528862 4 Primary SFR 360 357 80 6.25 12/1/2005 2/1/2006 11/1/2035 2,883.33 1/1/2006
148769292 4 Primary 2-Family 360 357 28.08 6.125 12/1/2005 3/1/2006 11/1/2035 1,862.32 2/1/2006
148787393 4 Primary SFR 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 1,219.75 1/1/2006
59197202 4 Primary SFR 360 358 61.52 6.25 1/1/2006 2/1/2006 12/1/2035 2,421.87 1/1/2006
59463612 4 Primary SFR 360 358 80 5.625 1/1/2006 2/1/2006 12/1/2035 1,061.25 1/1/2006
59493999 4 Primary SFR 360 357 68 6.25 12/1/2005 2/1/2006 11/1/2035 4,420.84 1/1/2006
59584953 4 Primary SFR 360 358 75 6.125 1/1/2006 3/1/2006 12/1/2035 2,371.48 2/1/2006
59679803 4 Primary SFR 360 358 75 6.25 1/1/2006 2/1/2006 12/1/2035 4,355.47 1/1/2006
59750059 4 Primary SFR 360 358 59.33 6.25 1/1/2006 2/1/2006 12/1/2035 2,473.96 1/1/2006
59769059 4 Primary Condo - Low 360 357 73.4 6 12/1/2005 2/1/2006 11/1/2035 1,379.50 1/1/2006
59918557 4 Primary SFR 360 358 65.33 6.25 1/1/2006 5/1/2006 12/1/2035 3,385.41 4/1/2006
60058757 4 Primary Condo - Low 360 357 71.43 6.25 12/1/2005 2/1/2006 11/1/2035 2,604.17 1/1/2006
60122801 4 Primary SFR 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 2,592.00 1/1/2006
60177342 4 Primary SFR 360 358 60.94 6 1/1/2006 3/1/2006 12/1/2035 4,875.00 2/1/2006
60294048 4 Primary SFR 360 358 69.58 6.125 1/1/2006 2/1/2006 12/1/2035 4,797.92 1/1/2006
60485745 4 Primary SFR 360 358 80 6.375 1/1/2006 3/1/2006 12/1/2035 2,326.88 2/1/2006
60487626 4 Secondary Condo - Low 360 358 80 6.5 1/1/2006 2/1/2006 12/1/2035 2,491.62 1/1/2006
60564119 4 Primary SFR 360 358 80 6.375 1/1/2006 3/1/2006 12/1/2035 2,889.46 2/1/2006
60602612 4 Primary SFR 360 358 44.94 6.125 1/1/2006 2/1/2006 12/1/2035 4,078.23 1/1/2006
60692241 4 Primary SFR 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 2,436.00 1/1/2006
60702404 4 Primary SFR 360 358 75 6.25 1/1/2006 2/1/2006 12/1/2035 1,535.16 1/1/2006
60760196 4 Primary SFR 360 358 75 6.25 1/1/2006 2/1/2006 12/1/2035 3,125.00 1/1/2006
60799657 4 Primary SFR 360 358 42.73 6.375 1/1/2006 2/1/2006 12/1/2035 2,496.86 1/1/2006
60800273 4 Primary SFR 360 358 70 6.5 1/1/2006 2/1/2006 12/1/2035 1,516.67 1/1/2006
60817608 4 Primary SFR 360 358 59.8 6.25 1/1/2006 3/1/2006 12/1/2035 1,540.85 2/1/2006
60903853 4 Primary SFR 360 358 50 6.25 1/1/2006 2/1/2006 12/1/2035 3,125.00 1/1/2006
61016036 4 Primary SFR 360 358 80 5.875 1/1/2006 3/1/2006 12/1/2035 955.2 2/1/2006
61155719 4 Primary SFR 360 358 33.53 6.375 1/1/2006 2/1/2006 12/1/2035 1,512.65 1/1/2006
61202289 4 Primary SFR 360 358 71.52 6.125 1/1/2006 2/1/2006 12/1/2035 2,682.95 1/1/2006
145379657 4 Primary SFR 360 354 70 6 9/1/2005 2/1/2006 8/1/2035 4,937.63 1/1/2006
146236344 4 Secondary SFR 360 358 62.5 5.875 1/1/2006 2/1/2006 12/1/2035 4,895.83 1/1/2006
146824131 4 Primary Condo - Low 360 356 78.72 5.75 11/1/2005 2/1/2006 10/1/2035 1,767.37 1/1/2006
146939558 4 Primary SFR 360 358 68.42 6.25 1/1/2006 2/1/2006 12/1/2035 3,125.00 1/1/2006
147020309 4 Primary SFR 360 358 80 6 1/1/2006 3/1/2006 12/1/2035 2,399.04 2/1/2006
147111876 4 Primary SFR 360 357 62.7 6 12/1/2005 2/1/2006 11/1/2035 2,897.50 1/1/2006
147122196 4 Primary SFR 360 358 63.41 6.5 1/1/2006 2/1/2006 12/1/2035 1,407.25 1/1/2006
147167209 4 Primary SFR 360 357 74.29 5.875 12/1/2005 2/1/2006 11/1/2035 3,180.15 1/1/2006
147222707 4 Primary SFR 360 357 70 6.125 12/1/2005 2/1/2006 11/1/2035 2,745.79 1/1/2006
147271571 4 Primary SFR 360 357 55.22 5.875 12/1/2005 2/1/2006 11/1/2035 905.73 1/1/2006
147435549 4 Primary Condo - Low 360 358 75 5.75 1/1/2006 2/1/2006 12/1/2035 1,042.19 1/1/2006
147437909 4 Primary SFR 360 358 79.81 6.125 1/1/2006 2/1/2006 12/1/2035 1,735.42 1/1/2006
147456115 4 Primary SFR 360 357 22.89 5.875 12/1/2005 2/1/2006 11/1/2035 636.15 1/1/2006
147484596 4 Primary Condo - High 360 357 64.52 6 12/1/2005 2/1/2006 11/1/2035 4,994.89 1/1/2006
147526982 4 Primary SFR 360 357 57.62 5.375 12/1/2005 2/1/2006 11/1/2035 1,215.22 1/1/2006
147620686 4 Primary SFR 360 357 30.43 5.75 12/1/2005 3/1/2006 11/1/2035 2,515.63 2/1/2006
147686315 4 Primary SFR 360 358 43.24 6.125 1/1/2006 2/1/2006 12/1/2035 408.33 1/1/2006
147701254 4 Primary SFR 360 357 69.59 6 12/1/2005 2/1/2006 11/1/2035 2,537.74 1/1/2006
147716054 4 Primary SFR 360 356 65 6.125 11/1/2005 2/1/2006 10/1/2035 2,421.93 1/1/2006
147732457 4 Primary SFR 360 358 62.5 6.25 1/1/2006 2/1/2006 12/1/2035 7,812.50 1/1/2006
147743181 4 Primary SFR 360 357 79.76 6 12/1/2005 3/1/2006 11/1/2035 3,268.00 2/1/2006
147754188 4 Primary Condo - Low 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 2,520.00 1/1/2006
147759922 4 Primary SFR 360 357 80 6 12/1/2005 3/1/2006 11/1/2035 2,563.75 2/1/2006
147787659 4 Primary SFR 360 358 78.64 6 1/1/2006 2/1/2006 12/1/2035 3,145.63 1/1/2006
147790604 4 Primary SFR 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 1,233.33 1/1/2006
147791826 4 Primary SFR 360 357 80 6.125 12/1/2005 2/1/2006 11/1/2035 4,287.50 1/1/2006
147802227 4 Primary SFR 360 357 80 6 12/1/2005 2/1/2006 11/1/2035 3,200.00 1/1/2006
147809438 4 Primary PUD Detached 360 356 52.97 5.625 11/1/2005 2/1/2006 10/1/2035 840.12 1/1/2006
147853683 4 Primary SFR 360 357 72.92 6 12/1/2005 3/1/2006 11/1/2035 4,375.00 2/1/2006
147889786 4 Primary SFR 360 358 33.74 6.125 1/1/2006 3/1/2006 12/1/2035 2,807.29 2/1/2006
147896062 4 Primary SFR 360 357 63.29 6 12/1/2005 3/1/2006 11/1/2035 2,494.99 2/1/2006
147905517 4 Secondary SFR 360 358 79.05 6.25 1/1/2006 2/1/2006 12/1/2035 3,046.87 1/1/2006
147909766 4 Primary 2-Family 360 358 72.5 5.875 1/1/2006 2/1/2006 12/1/2035 2,254.04 1/1/2006
147917512 4 Primary SFR 360 358 68.04 6 1/1/2006 3/1/2006 12/1/2035 2,687.50 2/1/2006
147924542 4 Primary SFR 360 357 46.51 6 12/1/2005 2/1/2006 11/1/2035 4,982.45 1/1/2006
147927917 4 Primary SFR 360 357 80 6 12/1/2005 2/1/2006 11/1/2035 2,480.00 1/1/2006
147930911 4 Primary 2-Family 360 357 76.4 5.875 12/1/2005 2/1/2006 11/1/2035 1,870.21 1/1/2006
147947659 4 Primary SFR 360 358 67.22 6.125 1/1/2006 2/1/2006 12/1/2035 3,431.02 1/1/2006
147965081 4 Primary SFR 360 358 75 6 1/1/2006 2/1/2006 12/1/2035 4,312.50 1/1/2006
147978431 4 Primary SFR 360 358 75 6 1/1/2006 3/1/2006 12/1/2035 2,925.00 2/1/2006
147981377 4 Primary Condo - Low 360 357 66.39 6 12/1/2005 3/1/2006 11/1/2035 2,387.50 2/1/2006
147993059 4 Primary SFR 360 357 48.14 5.625 12/1/2005 3/1/2006 11/1/2035 725.52 2/1/2006
147994941 4 Primary SFR 360 358 40 6.25 1/1/2006 2/1/2006 12/1/2035 2,604.16 1/1/2006
148024748 4 Primary SFR 360 358 80 6 1/1/2006 3/1/2006 12/1/2035 3,540.00 2/1/2006
148043375 4 Primary SFR 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 2,660.75 1/1/2006
148065436 4 Primary SFR 360 358 80 6 1/1/2006 3/1/2006 12/1/2035 1,458.46 2/1/2006
148068083 4 Primary Condo - Low 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 2,120.00 1/1/2006
148077423 4 Primary SFR 360 357 45.38 6.125 12/1/2005 3/1/2006 11/1/2035 1,375.34 2/1/2006
148124514 4 Primary SFR 360 357 78.64 5.75 12/1/2005 3/1/2006 11/1/2035 663.01 2/1/2006
148129224 4 Primary SFR 360 357 75 6.125 12/1/2005 2/1/2006 11/1/2035 1,818.36 1/1/2006
148141419 4 Primary SFR 360 358 69.62 5.875 1/1/2006 2/1/2006 12/1/2035 2,690.71 1/1/2006
148141765 4 Primary SFR 360 357 50 6 12/1/2005 2/1/2006 11/1/2035 3,250.00 1/1/2006
148146459 4 Primary SFR 360 358 79.9 5.875 1/1/2006 2/1/2006 12/1/2035 4,499.33 1/1/2006
148171341 4 Primary SFR 360 358 80 5.875 1/1/2006 3/1/2006 12/1/2035 3,035.12 2/1/2006
148174139 4 Primary SFR 360 358 69.92 6 1/1/2006 2/1/2006 12/1/2035 4,125.00 1/1/2006
148181811 4 Primary SFR 360 357 58.92 5.875 12/1/2005 2/1/2006 11/1/2035 2,619.27 1/1/2006
148197452 4 Primary SFR 360 358 80 6 1/1/2006 3/1/2006 12/1/2035 2,208.00 2/1/2006
148200744 4 Primary SFR 360 358 18 6 1/1/2006 2/1/2006 12/1/2035 2,925.00 1/1/2006
148251424 4 Primary SFR 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 3,400.00 1/1/2006
148254584 4 Primary SFR 360 358 45.7 5.875 1/1/2006 2/1/2006 12/1/2035 2,080.73 1/1/2006
148260458 4 Primary SFR 360 358 72.9 6.375 1/1/2006 2/1/2006 12/1/2035 3,001.04 1/1/2006
148290844 4 Primary SFR 360 358 63.64 6 1/1/2006 3/1/2006 12/1/2035 3,500.00 2/1/2006
148291552 4 Primary SFR 360 358 77.17 6.25 1/1/2006 2/1/2006 12/1/2035 924.48 1/1/2006
148292501 4 Primary SFR 360 358 56.29 6 1/1/2006 2/1/2006 12/1/2035 4,500.00 1/1/2006
148293624 4 Primary SFR 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 900 1/1/2006
148293921 4 Primary SFR 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 2,347.92 1/1/2006
148302615 4 Primary SFR 360 358 80 6.125 1/1/2006 3/1/2006 12/1/2035 2,650.63 2/1/2006
148305733 4 Primary Condo - Low 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 816.26 1/1/2006
148320815 4 Primary SFR 360 358 73.77 6.25 1/1/2006 3/1/2006 12/1/2035 2,343.75 2/1/2006
148327117 4 Primary SFR 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 1,429.58 1/1/2006
148330764 4 Primary SFR 360 358 80 6.5 1/1/2006 3/1/2006 12/1/2035 2,275.00 2/1/2006
148334006 4 Primary 2-Family 360 357 70 6.125 12/1/2005 2/1/2006 11/1/2035 4,287.50 1/1/2006
148347198 4 Secondary SFR 360 357 80 6.25 12/1/2005 2/1/2006 11/1/2035 1,081.12 1/1/2006
148350705 4 Primary SFR 360 358 62.45 6.25 1/1/2006 2/1/2006 12/1/2035 2,942.71 1/1/2006
148356561 4 Primary SFR 360 358 44.44 6 1/1/2006 3/1/2006 12/1/2035 2,000.00 2/1/2006
148358591 4 Primary SFR 360 358 76.2 5.875 1/1/2006 2/1/2006 12/1/2035 1,167.66 1/1/2006
148359987 4 Primary SFR 360 357 75.07 6.125 12/1/2005 2/1/2006 11/1/2035 2,870.85 1/1/2006
148360035 4 Primary SFR 360 357 70.49 6.375 12/1/2005 2/1/2006 11/1/2035 2,284.38 1/1/2006
148362726 4 Primary SFR 360 358 77.02 6.25 1/1/2006 2/1/2006 12/1/2035 2,286.46 1/1/2006
148368442 4 Primary SFR 360 356 80 5.875 11/1/2005 2/1/2006 10/1/2035 2,212.56 1/1/2006
148370034 4 Primary SFR 360 358 80 6.875 1/1/2006 3/1/2006 12/1/2035 618.74 2/1/2006
148371636 4 Primary SFR 360 356 80 5.75 11/1/2005 2/1/2006 10/1/2035 5,270.83 1/1/2006
148373277 4 Primary SFR 360 358 53.57 6.125 1/1/2006 2/1/2006 12/1/2035 3,828.12 1/1/2006
148395668 4 Primary SFR 360 357 71.3 6 12/1/2005 2/1/2006 11/1/2035 6,150.00 1/1/2006
148398084 4 Secondary SFR 360 358 52.73 6.125 1/1/2006 2/1/2006 12/1/2035 2,960.42 1/1/2006
148402431 4 Primary SFR 360 358 45.33 5.875 1/1/2006 2/1/2006 12/1/2035 1,413.67 1/1/2006
148404122 4 Primary SFR 360 357 57.61 6 12/1/2005 2/1/2006 11/1/2035 2,650.00 1/1/2006
148405632 4 Primary Condo - Low 360 357 63.91 6.125 12/1/2005 2/1/2006 11/1/2035 2,164.87 1/1/2006
148410038 4 Primary SFR 360 358 56.98 5.875 1/1/2006 2/1/2006 12/1/2035 3,696.35 1/1/2006
148415367 4 Primary SFR 360 358 53.19 5.875 1/1/2006 3/1/2006 12/1/2035 1,223.96 2/1/2006
148418866 4 Primary SFR 360 358 64.95 6.375 1/1/2006 2/1/2006 12/1/2035 2,411.88 1/1/2006
148427107 4 Primary SFR 360 358 67.8 5.875 1/1/2006 2/1/2006 12/1/2035 3,916.67 1/1/2006
148428485 4 Primary SFR 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 2,314.58 1/1/2006
148428519 4 Primary SFR 360 358 49.07 6 1/1/2006 2/1/2006 12/1/2035 2,375.00 1/1/2006
148440191 4 Primary SFR 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 2,490.83 1/1/2006
148719131 4 Primary SFR 360 358 70.26 6.5 1/1/2006 2/1/2006 12/1/2035 2,930.42 1/1/2006
148724149 4 Primary SFR 360 358 54.99 6.25 1/1/2006 2/1/2006 12/1/2035 2,838.54 1/1/2006
148726474 4 Primary SFR 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 2,797.08 1/1/2006
148729882 4 Primary Condo - Low 360 358 80 6.625 1/1/2006 2/1/2006 12/1/2035 1,629.75 1/1/2006
148730021 4 Primary SFR 360 358 54.55 6.25 1/1/2006 2/1/2006 12/1/2035 3,125.00 1/1/2006
148734122 4 Primary SFR 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 2,620.00 1/1/2006
148735681 4 Primary SFR 360 358 44.44 5.875 1/1/2006 2/1/2006 12/1/2035 3,427.08 1/1/2006
148740384 4 Primary SFR 360 358 61.58 6 1/1/2006 2/1/2006 12/1/2035 582.5 1/1/2006
148741093 4 Primary SFR 360 358 76.91 6.25 1/1/2006 2/1/2006 12/1/2035 3,320.57 1/1/2006
148754518 4 Primary SFR 360 358 79.92 6.25 1/1/2006 3/1/2006 12/1/2035 5,193.23 2/1/2006
148755176 4 Primary SFR 360 358 75 5.875 1/1/2006 2/1/2006 12/1/2035 3,378.12 1/1/2006
148773211 4 Primary SFR 360 358 47.62 6.125 1/1/2006 2/1/2006 12/1/2035 2,552.08 1/1/2006
148784275 4 Primary SFR 360 358 79.21 6.375 1/1/2006 2/1/2006 12/1/2035 1,599.06 1/1/2006
148786205 4 Primary SFR 360 358 78.26 6.125 1/1/2006 3/1/2006 12/1/2035 2,296.88 2/1/2006
148788052 4 Primary SFR 360 358 79.46 5.75 1/1/2006 2/1/2006 12/1/2035 1,401.01 1/1/2006
148791601 4 Primary Condo - Low 360 358 73.68 6.5 1/1/2006 3/1/2006 12/1/2035 2,275.00 2/1/2006
148796394 4 Primary SFR 360 358 79.73 6.5 1/1/2006 3/1/2006 12/1/2035 3,195.81 2/1/2006
148800931 4 Primary SFR 360 358 95 6.5 1/1/2006 2/1/2006 12/1/2035 2,315.63 1/1/2006
148807282 4 Primary SFR 360 358 74.95 6.25 1/1/2006 2/1/2006 12/1/2035 1,813.31 1/1/2006
148814593 4 Primary SFR 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 2,295.00 1/1/2006
148815202 4 Primary SFR 360 358 80 6.625 1/1/2006 2/1/2006 12/1/2035 1,402.29 1/1/2006
148817984 4 Primary SFR 360 358 75 6.25 1/1/2006 2/1/2006 12/1/2035 1,347.66 1/1/2006
148822901 4 Primary SFR 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 740.12 1/1/2006
148829518 4 Primary SFR 360 358 70.63 6.375 1/1/2006 3/1/2006 12/1/2035 2,363.43 2/1/2006
148833247 4 Primary SFR 360 358 39.3 6.125 1/1/2006 2/1/2006 12/1/2035 750.31 1/1/2006
148836901 4 Primary SFR 360 358 76.1 6.25 1/1/2006 3/1/2006 12/1/2035 2,604.17 2/1/2006
148846207 4 Primary SFR 360 358 64.29 5.875 1/1/2006 3/1/2006 12/1/2035 2,203.12 2/1/2006
148852452 4 Primary SFR 360 358 41.25 6.75 1/1/2006 3/1/2006 12/1/2035 5,625.00 2/1/2006
148867773 4 Primary SFR 360 358 64.73 6.375 1/1/2006 3/1/2006 12/1/2035 2,264.45 2/1/2006
148884935 4 Primary SFR 360 358 68.47 6.375 1/1/2006 3/1/2006 12/1/2035 1,309.53 2/1/2006
148890759 4 Primary SFR 360 358 68.33 6.125 1/1/2006 3/1/2006 12/1/2035 1,046.35 2/1/2006
148904717 4 Primary SFR 360 358 75 6.25 1/1/2006 3/1/2006 12/1/2035 3,299.92 2/1/2006
148912843 4 Primary SFR 360 357 67.2 6 12/1/2005 3/1/2006 11/1/2035 2,099.00 2/1/2006
148919145 4 Primary PUD Detached 360 357 70 6.375 12/1/2005 2/1/2006 11/1/2035 3,160.94 1/1/2006
148943848 4 Primary SFR 360 358 51.94 6.625 1/1/2006 3/1/2006 12/1/2035 1,622.52 2/1/2006
148949589 4 Primary SFR 360 357 49.45 6.625 12/1/2005 2/1/2006 11/1/2035 2,484.33 1/1/2006
LOANID OBAL COBAL PURPOSE DOC OAPPVAL FRTRDATE CEILING FLOOR
---------------------------------------------------------------------------------------------------------------------
147709935 260,000.00 260,000.00 C/O Refi AUS 410,000.00 00/00/0000 0 0
147805782 185,000.00 185,000.00 C/O Refi Asset Only 670,000.00 00/00/0000 0 0
147871461 475,000.00 475,000.00 C/O Refi Asset Only 740,000.00 00/00/0000 0 0
147880686 533,000.00 533,000.00 R/T Refi AUS 1,065,000.00 00/00/0000 0 0
147975346 750,000.00 749,500.00 C/O Refi Asset Only 1,025,000.00 00/00/0000 0 0
148035371 1,300,000.00 1,300,000.00 R/T Refi Asset Only 2,250,000.00 00/00/0000 0 0
148064595 538,000.00 538,000.00 C/O Refi AUS 755,000.00 00/00/0000 0 0
148126188 450,000.00 109,893.09 C/O Refi Asset Only 610,000.00 00/00/0000 0 0
148141179 610,400.00 610,400.00 C/O Refi Asset Only 795,000.00 00/00/0000 0 0
148186729 227,000.00 227,000.00 C/O Refi AUS 435,000.00 00/00/0000 0 0
148225949 255,000.00 255,000.00 C/O Refi Asset Only 341,000.00 00/00/0000 0 0
148238009 503,750.00 503,750.00 C/O Refi Asset Only 775,000.00 00/00/0000 0 0
148239585 113,500.00 113,500.00 R/T Refi Asset Only 138,000.00 00/00/0000 0 0
148244395 630,000.00 630,000.00 R/T Refi Asset Only 805,000.00 00/00/0000 0 0
148254436 542,000.00 540,492.16 R/T Refi Asset Only 895,000.00 00/00/0000 0 0
148261415 410,000.00 409,893.23 C/O Refi Asset Only 701,000.00 00/00/0000 0 0
148278179 745,750.00 745,750.00 Purchase Asset Only 1,025,000.00 00/00/0000 0 0
148321094 496,000.00 495,800.00 C/O Refi AUS 620,000.00 00/00/0000 0 0
148340698 225,000.00 225,000.00 C/O Refi Asset Only 305,000.00 00/00/0000 0 0
148357189 156,369.00 156,369.00 Purchase Asset Only 210,000.00 00/00/0000 0 0
148360514 290,150.00 290,150.00 C/O Refi AUS 414,500.00 00/00/0000 0 0
148403298 71,900.00 71,900.00 Purchase Asset Only 89,900.00 00/00/0000 0 0
148528862 553,600.00 553,600.00 C/O Refi Asset Only 692,000.00 00/00/0000 0 0
148769292 365,000.00 364,586.96 R/T Refi Asset Only 1,300,000.00 00/00/0000 0 0
148787393 229,600.00 229,600.00 Purchase Asset Only 295,000.00 00/00/0000 0 0
59197202 465,000.00 465,000.00 Purchase Asset Only 7,650,000.00 00/00/0000 0 0
59463612 226,400.00 226,400.00 R/T Refi Full 283,000.00 00/00/0000 0 0
59493999 850,000.00 848,800.96 C/O Refi Asset Only 1,250,000.00 00/00/0000 0 0
59584953 561,750.00 464,617.27 Purchase Asset Only 750,000.00 00/00/0000 0 0
59679803 836,250.00 836,250.00 Purchase Asset Only 1,120,000.00 00/00/0000 0 0
59750059 475,000.00 475,000.00 Purchase Asset Only 801,000.00 00/00/0000 0 0
59769059 275,900.00 275,900.00 Purchase Asset Only 380,000.00 00/00/0000 0 0
59918557 650,000.00 649,999.33 Purchase Asset Only 1,000,000.00 00/00/0000 0 0
60058757 500,000.00 500,000.00 R/T Refi Asset Only 700,000.00 00/00/0000 0 0
60122801 518,400.00 518,400.00 Purchase Asset Only 675,000.00 00/00/0000 0 0
60177342 975,000.00 975,000.00 C/O Refi Asset Only 1,600,000.00 00/00/0000 0 0
60294048 940,000.00 940,000.00 Purchase Full 1,375,000.00 00/00/0000 0 0
60485745 438,000.00 438,000.00 Purchase Asset Only 547,500.00 00/00/0000 0 0
60487626 460,000.00 459,991.67 Purchase Asset Only 575,000.00 00/00/0000 0 0
60564119 544,000.00 543,898.87 Purchase Asset Only 698,000.00 00/00/0000 0 0
60602612 800,000.00 799,000.00 C/O Refi Asset Only 1,780,000.00 00/00/0000 0 0
60692241 487,200.00 487,200.00 Purchase Asset Only 609,000.00 00/00/0000 0 0
60702404 294,750.00 294,750.00 C/O Refi Asset Only 393,000.00 00/00/0000 0 0
60760196 600,000.00 600,000.00 Purchase Asset Only 850,000.00 00/00/0000 0 0
60799657 470,000.00 469,996.88 C/O Refi Asset Only 1,100,000.00 00/00/0000 0 0
60800273 280,000.00 280,000.00 C/O Refi Asset Only 400,000.00 00/00/0000 0 0
60817608 296,000.00 295,686.46 C/O Refi Asset Only 495,000.00 00/00/0000 0 0
60903853 600,000.00 600,000.00 C/O Refi Asset Only 1,200,000.00 00/00/0000 0 0
61016036 195,200.00 195,060.87 R/T Refi Asset Only 244,000.00 00/00/0000 0 0
61155719 285,000.00 284,734.06 R/T Refi AUS 850,000.00 00/00/0000 0 0
61202289 525,639.00 525,639.00 Purchase Asset Only 735,000.00 00/00/0000 0 0
145379657 997,500.00 987,525.13 C/O Refi Asset Only 1,425,000.00 00/00/0000 0 0
146236344 999,999.00 999,999.00 Purchase Asset Only 1,600,000.00 00/00/0000 0 0
146824131 370,000.00 368,842.99 Purchase Asset Only 470,000.00 00/00/0000 0 0
146939558 600,000.00 600,000.00 C/O Refi Asset Only 877,000.00 00/00/0000 0 0
147020309 479,920.00 479,707.62 Purchase AUS 600,000.00 00/00/0000 0 0
147111876 580,000.00 579,500.00 C/O Refi Asset Only 925,000.00 00/00/0000 0 0
147122196 260,000.00 259,799.78 C/O Refi Asset Only 410,000.00 00/00/0000 0 0
147167209 650,000.00 649,563.52 R/T Refi Asset Only 875,000.00 00/00/0000 0 0
147222707 539,000.00 537,951.33 C/O Refi AUS 770,000.00 00/00/0000 0 0
147271571 185,000.00 185,000.00 C/O Refi Asset Only 335,000.00 00/00/0000 0 0
147435549 217,500.00 217,500.00 C/O Refi Asset Only 290,000.00 00/00/0000 0 0
147437909 340,000.00 340,000.00 Purchase Asset Only 426,500.00 00/00/0000 0 0
147456115 130,000.00 129,936.46 C/O Refi Asset Only 568,000.00 00/00/0000 0 0
147484596 999,999.00 998,977.70 Purchase Asset Only 1,550,000.00 00/00/0000 0 0
147526982 271,929.00 271,305.60 Purchase Full 478,000.00 00/00/0000 0 0
147620686 525,000.00 524,765.63 R/T Refi AUS 1,725,000.00 00/00/0000 0 0
147686315 80,000.00 80,000.00 Purchase Asset Only 185,000.00 00/00/0000 0 0
147701254 508,000.00 507,547.71 R/T Refi AUS 730,000.00 00/00/0000 0 0
147716054 474,500.00 474,500.00 C/O Refi Asset Only 730,000.00 00/00/0000 0 0
147732457 1,500,000.00 1,500,000.00 Purchase Asset Only 2,400,000.00 00/00/0000 0 0
147743181 654,000.00 653,163.20 R/T Refi Asset Only 820,000.00 00/00/0000 0 0
147754188 504,000.00 504,000.00 Purchase AUS 640,000.00 00/00/0000 0 0
147759922 512,750.00 512,750.00 Purchase AUS 641,000.00 00/00/0000 0 0
147787659 629,126.00 629,126.00 C/O Refi Asset Only 800,000.00 00/00/0000 0 0
147790604 236,800.00 236,800.00 Purchase AUS 297,000.00 00/00/0000 0 0
147791826 840,000.00 840,000.00 Purchase Asset Only 1,075,000.00 00/00/0000 0 0
147802227 640,000.00 640,000.00 Purchase Full 805,000.00 00/00/0000 0 0
147809438 180,000.00 179,226.05 Purchase Full 356,000.00 00/00/0000 0 0
147853683 875,000.00 875,000.00 Purchase Asset Only 1,200,000.00 00/00/0000 0 0
147889786 550,000.00 550,000.00 C/O Refi AUS 1,630,000.00 00/00/0000 0 0
147896062 500,000.00 498,492.49 R/T Refi AUS 790,000.00 00/00/0000 0 0
147905517 585,000.00 585,000.00 Purchase Asset Only 770,000.00 00/00/0000 0 0
147909766 460,400.00 460,400.00 Purchase Asset Only 635,000.00 00/00/0000 0 0
147917512 537,500.00 537,500.00 R/T Refi Asset Only 790,000.00 00/00/0000 0 0
147924542 999,999.00 996,489.00 C/O Refi Asset Only 2,150,000.00 00/00/0000 0 0
147927917 496,000.00 496,000.00 C/O Refi Asset Only 620,000.00 00/00/0000 0 0
147930911 382,000.00 382,000.00 C/O Refi Asset Only 500,000.00 00/00/0000 0 0
147947659 672,200.00 672,200.00 R/T Refi Asset Only 1,000,000.00 00/00/0000 0 0
147965081 862,500.00 862,500.00 C/O Refi Asset Only 1,150,000.00 00/00/0000 0 0
147978431 585,000.00 585,000.00 C/O Refi Asset Only 780,000.00 00/00/0000 0 0
147981377 478,000.00 477,500.00 R/T Refi AUS 720,000.00 00/00/0000 0 0
147993059 155,000.00 154,778.65 Purchase AUS 322,000.00 00/00/0000 0 0
147994941 499,999.00 499,999.00 C/O Refi Asset Only 1,250,000.00 00/00/0000 0 0
148024748 708,000.00 708,000.00 Purchase Asset Only 885,000.00 00/00/0000 0 0
148043375 532,150.00 532,150.00 Purchase AUS 670,000.00 00/00/0000 0 0
148065436 292,000.00 291,383.22 Purchase AUS 369,000.00 00/00/0000 0 0
148068083 424,000.00 424,000.00 Purchase AUS 539,000.00 00/00/0000 0 0
148077423 270,000.00 269,180.21 C/O Refi Asset Only 595,000.00 00/00/0000 0 0
148124514 138,400.00 138,350.56 R/T Refi Asset Only 176,000.00 00/00/0000 0 0
148129224 356,250.00 356,250.00 C/O Refi Asset Only 475,000.00 00/00/0000 0 0
148141419 550,000.00 549,592.71 Purchase AUS 790,000.00 00/00/0000 0 0
148141765 650,000.00 650,000.00 C/O Refi Asset Only 1,300,000.00 00/00/0000 0 0
148146459 921,500.00 919,011.51 Purchase Asset Only 1,200,000.00 00/00/0000 0 0
148171341 620,000.00 619,878.59 Purchase Asset Only 775,000.00 00/00/0000 0 0
148174139 825,000.00 825,000.00 R/T Refi Asset Only 1,180,000.00 00/00/0000 0 0
148181811 535,000.00 535,000.00 C/O Refi Full 908,000.00 00/00/0000 0 0
148197452 441,600.00 441,600.00 Purchase AUS 555,000.00 00/00/0000 0 0
148200744 585,000.00 585,000.00 C/O Refi Asset Only 3,250,000.00 00/00/0000 0 0
148251424 680,000.00 680,000.00 Purchase Asset Only 850,000.00 00/00/0000 0 0
148254584 425,000.00 425,000.00 C/O Refi AUS 930,000.00 00/00/0000 0 0
148260458 565,000.00 564,901.56 R/T Refi Income Only 775,000.00 00/00/0000 0 0
148290844 700,000.00 700,000.00 C/O Refi Asset Only 1,100,000.00 00/00/0000 0 0
148291552 177,500.00 177,500.00 Purchase Asset Only 230,000.00 00/00/0000 0 0
148292501 900,000.00 900,000.00 Purchase Asset Only 1,599,000.00 00/00/0000 0 0
148293624 180,000.00 180,000.00 Purchase AUS 226,000.00 00/00/0000 0 0
148293921 460,000.00 460,000.00 Purchase Asset Only 603,000.00 00/00/0000 0 0
148302615 520,000.00 519,306.57 C/O Refi AUS 650,000.00 00/00/0000 0 0
148305733 159,920.00 159,920.00 Purchase Asset Only 205,000.00 00/00/0000 0 0
148320815 450,000.00 450,000.00 C/O Refi Asset Only 610,000.00 00/00/0000 0 0
148327117 292,000.00 292,000.00 Purchase AUS 365,000.00 00/00/0000 0 0
148330764 420,000.00 420,000.00 C/O Refi AUS 525,000.00 00/00/0000 0 0
148334006 840,000.00 840,000.00 C/O Refi Asset Only 1,200,000.00 00/00/0000 0 0
148347198 208,000.00 207,574.91 Purchase Asset Only 272,000.00 00/00/0000 0 0
148350705 565,000.00 565,000.00 C/O Refi Asset Only 904,700.00 00/00/0000 0 0
148356561 999,999.00 399,999.00 Purchase Asset Only 2,250,000.00 00/00/0000 0 0
148358591 238,500.00 238,500.00 C/O Refi AUS 313,000.00 00/00/0000 0 0
148359987 563,000.00 562,452.80 Purchase Asset Only 760,000.00 00/00/0000 0 0
148360035 430,000.00 430,000.00 C/O Refi AUS 610,000.00 00/00/0000 0 0
148362726 439,000.00 439,000.00 R/T Refi AUS 570,000.00 00/00/0000 0 0
148368442 452,000.00 451,927.78 R/T Refi Asset Only 565,000.00 00/00/0000 0 0
148370034 108,000.00 107,995.55 Purchase Asset Only 135,000.00 00/00/0000 0 0
148371636 1,100,000.00 1,100,000.00 Purchase Full 1,380,000.00 00/00/0000 0 0
148373277 750,000.00 749,998.13 C/O Refi Asset Only 1,400,000.00 00/00/0000 0 0
148395668 1,230,000.00 1,230,000.00 Purchase Full 1,775,000.00 00/00/0000 0 0
148398084 580,000.00 580,000.00 Purchase Asset Only 1,100,000.00 00/00/0000 0 0
148402431 288,750.00 288,750.00 R/T Refi AUS 637,000.00 00/00/0000 0 0
148404122 530,000.00 530,000.00 R/T Refi AUS 920,000.00 00/00/0000 0 0
148405632 425,000.00 424,138.54 Purchase Asset Only 665,000.00 00/00/0000 0 0
148410038 755,000.00 755,000.00 C/O Refi Asset Only 1,325,000.00 00/00/0000 0 0
148415367 250,000.00 250,000.00 C/O Refi AUS 470,000.00 00/00/0000 0 0
148418866 454,000.00 454,000.00 C/O Refi Asset Only 699,000.00 00/00/0000 0 0
148427107 800,000.00 800,000.00 Purchase Asset Only 1,180,000.00 00/00/0000 0 0
148428485 444,400.00 444,400.00 Purchase Asset Only 556,000.00 00/00/0000 0 0
148428519 475,000.00 471,920.13 Purchase AUS 1,060,000.00 00/00/0000 0 0
148440191 488,000.00 485,550.83 C/O Refi AUS 610,000.00 00/00/0000 0 0
148719131 541,000.00 541,000.00 R/T Refi Asset Only 770,000.00 00/00/0000 0 0
148724149 545,000.00 545,000.00 C/O Refi AUS 991,000.00 00/00/0000 0 0
148726474 548,000.00 548,000.00 Purchase AUS 685,000.00 00/00/0000 0 0
148729882 295,200.00 295,200.00 Purchase AUS 370,000.00 00/00/0000 0 0
148730021 600,000.00 600,000.00 Purchase AUS 1,120,000.00 00/00/0000 0 0
148734122 524,000.00 524,000.00 Purchase Asset Only 655,000.00 00/00/0000 0 0
148735681 700,000.00 700,000.00 Purchase Asset Only 1,575,000.00 00/00/0000 0 0
148740384 117,000.00 116,500.00 R/T Refi AUS 190,000.00 00/00/0000 0 0
148741093 637,550.00 637,550.00 Purchase Asset Only 830,000.00 00/00/0000 0 0
148754518 999,000.00 997,099.28 Purchase Asset Only 1,250,000.00 00/00/0000 0 0
148755176 690,000.00 690,000.00 Purchase Asset Only 931,000.00 00/00/0000 0 0
148773211 500,000.00 500,000.00 C/O Refi Asset Only 1,050,000.00 00/00/0000 0 0
148784275 301,000.00 301,000.00 R/T Refi Asset Only 380,000.00 00/00/0000 0 0
148786205 450,000.00 450,000.00 C/O Refi AUS 575,000.00 00/00/0000 0 0
148788052 294,000.00 292,383.92 C/O Refi Asset Only 370,000.00 00/00/0000 0 0
148791601 420,000.00 420,000.00 Purchase Asset Only 580,000.00 00/00/0000 0 0
148796394 589,995.00 589,995.00 Purchase Asset Only 740,000.00 00/00/0000 0 0
148800931 427,500.00 427,500.00 Purchase Asset Only 450,000.00 00/00/0000 0 0
148807282 348,500.00 348,156.50 C/O Refi Asset Only 465,000.00 00/00/0000 0 0
148814593 432,000.00 432,000.00 C/O Refi AUS 540,000.00 00/00/0000 0 0
148815202 254,000.00 254,000.00 Purchase Asset Only 318,000.00 00/00/0000 0 0
148817984 258,750.00 258,750.00 C/O Refi AUS 345,000.00 00/00/0000 0 0
148822901 148,040.00 148,023.50 Purchase Asset Only 205,000.00 00/00/0000 0 0
148829518 444,990.00 444,771.38 Purchase Asset Only 630,000.00 00/00/0000 0 0
148833247 147,000.00 147,000.00 C/O Refi Asset Only 374,000.00 00/00/0000 0 0
148836901 500,000.00 500,000.00 C/O Refi AUS 657,000.00 00/00/0000 0 0
148846207 450,000.00 450,000.00 C/O Refi Asset Only 700,000.00 00/00/0000 0 0
148852452 1,000,000.00 1,000,000.00 C/O Refi Asset Only 2,424,000.00 00/00/0000 0 0
148867773 427,250.00 426,250.00 C/O Refi Asset Only 660,000.00 00/00/0000 0 0
148884935 246,500.00 246,500.00 R/T Refi Asset Only 360,000.00 00/00/0000 0 0
148890759 205,000.00 205,000.00 C/O Refi Asset Only 300,000.00 00/00/0000 0 0
148904717 633,750.00 633,584.96 C/O Refi Asset Only 845,000.00 00/00/0000 0 0
148912843 420,000.00 419,800.00 C/O Refi Income Only 625,000.00 00/00/0000 0 0
148919145 595,000.00 595,000.00 Purchase Asset Only 850,000.00 00/00/0000 0 0
148943848 294,000.00 293,779.62 R/T Refi Asset Only 566,000.00 00/00/0000 0 0
148949589 450,000.00 449,991.58 R/T Refi Asset Only 910,000.00 00/00/0000 0 0
LOANID CAPINT MARGIN INDEX ODATE ORIGINATOR SERVICER LPMI SVCFEE
-----------------------------------------------------------------------------------------------------------
147709935 0 0 FIX 10/14/2005 Wells Fargo Wells Fargo 0 0.25
147805782 0 0 FIX 10/20/2005 Wells Fargo Wells Fargo 0 0.25
147871461 0 0 FIX 10/19/2005 Wells Fargo Wells Fargo 0 0.25
147880686 0 0 FIX 10/20/2005 Wells Fargo Wells Fargo 0 0.25
147975346 0 0 FIX 10/14/2005 Wells Fargo Wells Fargo 0 0.25
148035371 0 0 FIX 10/18/2005 Wells Fargo Wells Fargo 0 0.25
148064595 0 0 FIX 10/26/2005 Wells Fargo Wells Fargo 0 0.25
148126188 0 0 FIX 10/21/2005 Wells Fargo Wells Fargo 0 0.25
148141179 0 0 FIX 10/20/2005 Wells Fargo Wells Fargo 0 0.25
148186729 0 0 FIX 10/20/2005 Wells Fargo Wells Fargo 0 0.25
148225949 0 0 FIX 10/18/2005 Wells Fargo Wells Fargo 0 0.25
148238009 0 0 FIX 10/26/2005 Wells Fargo Wells Fargo 0 0.25
148239585 0 0 FIX 10/24/2005 Wells Fargo Wells Fargo 0 0.25
148244395 0 0 FIX 10/19/2005 Wells Fargo Wells Fargo 0 0.25
148254436 0 0 FIX 10/20/2005 Wells Fargo Wells Fargo 0 0.25
148261415 0 0 FIX 10/21/2005 Wells Fargo Wells Fargo 0 0.25
148278179 0 0 FIX 11/1/2005 Wells Fargo Wells Fargo 0 0.25
148321094 0 0 FIX 10/21/2005 Wells Fargo Wells Fargo 0 0.25
148340698 0 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
148357189 0 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
148360514 0 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
148403298 0 0 FIX 10/24/2005 Wells Fargo Wells Fargo 0 0.25
148528862 0 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
148769292 0 0 FIX 10/18/2005 Wells Fargo Wells Fargo 0 0.25
148787393 0 0 FIX 11/7/2005 Wells Fargo Wells Fargo 0 0.25
59197202 0 0 FIX 11/21/2005 Wells Fargo Wells Fargo 0 0.25
59463612 0 0 FIX 11/23/2005 Wells Fargo Wells Fargo 0 0.25
59493999 0 0 FIX 10/19/2005 Wells Fargo Wells Fargo 0 0.25
59584953 0 0 FIX 11/17/2005 Wells Fargo Wells Fargo 0 0.25
59679803 0 0 FIX 11/9/2005 Wells Fargo Wells Fargo 0 0.25
59750059 0 0 FIX 11/18/2005 Wells Fargo Wells Fargo 0 0.25
59769059 0 0 FIX 10/18/2005 Wells Fargo Wells Fargo 0 0.25
59918557 0 0 FIX 11/15/2005 Wells Fargo Wells Fargo 0 0.25
60058757 0 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
60122801 0 0 FIX 11/29/2005 Wells Fargo Wells Fargo 0 0.25
60177342 0 0 FIX 11/7/2005 Wells Fargo Wells Fargo 0 0.25
60294048 0 0 FIX 11/21/2005 Wells Fargo Wells Fargo 0 0.25
60485745 0 0 FIX 11/28/2005 Wells Fargo Wells Fargo 0 0.25
60487626 0 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
60564119 0 0 FIX 11/22/2005 Wells Fargo Wells Fargo 0 0.25
60602612 0 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
60692241 0 0 FIX 11/18/2005 Wells Fargo Wells Fargo 0 0.25
60702404 0 0 FIX 11/23/2005 Wells Fargo Wells Fargo 0 0.25
60760196 0 0 FIX 11/14/2005 Wells Fargo Wells Fargo 0 0.25
60799657 0 0 FIX 11/9/2005 Wells Fargo Wells Fargo 0 0.25
60800273 0 0 FIX 11/11/2005 Wells Fargo Wells Fargo 0 0.25
60817608 0 0 FIX 11/9/2005 Wells Fargo Wells Fargo 0 0.25
60903853 0 0 FIX 11/17/2005 Wells Fargo Wells Fargo 0 0.25
61016036 0 0 FIX 11/22/2005 Wells Fargo Wells Fargo 0 0.25
61155719 0 0 FIX 11/28/2005 Wells Fargo Wells Fargo 0 0.25
61202289 0 0 FIX 11/15/2005 Wells Fargo Wells Fargo 0 0.25
145379657 0 0 FIX 7/19/2005 Wells Fargo Wells Fargo 0 0.25
146236344 0 0 FIX 11/11/2005 Wells Fargo Wells Fargo 0 0.25
146824131 0 0 FIX 9/20/2005 Wells Fargo Wells Fargo 0 0.25
146939558 0 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
147020309 0 0 FIX 11/18/2005 Wells Fargo Wells Fargo 0 0.25
147111876 0 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
147122196 0 0 FIX 11/21/2005 Wells Fargo Wells Fargo 0 0.25
147167209 0 0 FIX 10/24/2005 Wells Fargo Wells Fargo 0 0.25
147222707 0 0 FIX 11/1/2005 Wells Fargo Wells Fargo 0 0.25
147271571 0 0 FIX 10/24/2005 Wells Fargo Wells Fargo 0 0.25
147435549 0 0 FIX 11/14/2005 Wells Fargo Wells Fargo 0 0.25
147437909 0 0 FIX 11/15/2005 Wells Fargo Wells Fargo 0 0.25
147456115 0 0 FIX 10/13/2005 Wells Fargo Wells Fargo 0 0.25
147484596 0 0 FIX 10/31/2005 Wells Fargo Wells Fargo 0 0.25
147526982 0 0 FIX 10/12/2005 Wells Fargo Wells Fargo 0 0.25
147620686 0 0 FIX 10/6/2005 Wells Fargo Wells Fargo 0 0.25
147686315 0 0 FIX 11/7/2005 Wells Fargo Wells Fargo 0 0.25
147701254 0 0 FIX 10/27/2005 Wells Fargo Wells Fargo 0 0.25
147716054 0 0 FIX 9/30/2005 Wells Fargo Wells Fargo 0 0.25
147732457 0 0 FIX 11/22/2005 Wells Fargo Wells Fargo 0 0.25
147743181 0 0 FIX 10/24/2005 Wells Fargo Wells Fargo 0 0.25
147754188 0 0 FIX 11/18/2005 Wells Fargo Wells Fargo 0 0.25
147759922 0 0 FIX 10/24/2005 Wells Fargo Wells Fargo 0 0.25
147787659 0 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
147790604 0 0 FIX 11/14/2005 Wells Fargo Wells Fargo 0 0.25
147791826 0 0 FIX 10/13/2005 Wells Fargo Wells Fargo 0 0.25
147802227 0 0 FIX 10/31/2005 Wells Fargo Wells Fargo 0 0.25
147809438 0 0 FIX 9/27/2005 Wells Fargo Wells Fargo 0 0.25
147853683 0 0 FIX 10/31/2005 Wells Fargo Wells Fargo 0 0.25
147889786 0 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
147896062 0 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
147905517 0 0 FIX 11/21/2005 Wells Fargo Wells Fargo 0 0.25
147909766 0 0 FIX 11/14/2005 Wells Fargo Wells Fargo 0 0.25
147917512 0 0 FIX 11/14/2005 Wells Fargo Wells Fargo 0 0.25
147924542 0 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
147927917 0 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
147930911 0 0 FIX 10/19/2005 Wells Fargo Wells Fargo 0 0.25
147947659 0 0 FIX 10/31/2005 Wells Fargo Wells Fargo 0 0.25
147965081 0 0 FIX 11/1/2005 Wells Fargo Wells Fargo 0 0.25
147978431 0 0 FIX 11/11/2005 Wells Fargo Wells Fargo 0 0.25
147981377 0 0 FIX 10/13/2005 Wells Fargo Wells Fargo 0 0.25
147993059 0 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
147994941 0 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148024748 0 0 FIX 11/7/2005 Wells Fargo Wells Fargo 0 0.25
148043375 0 0 FIX 11/7/2005 Wells Fargo Wells Fargo 0 0.25
148065436 0 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
148068083 0 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
148077423 0 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
148124514 0 0 FIX 10/31/2005 Wells Fargo Wells Fargo 0 0.25
148129224 0 0 FIX 10/24/2005 Wells Fargo Wells Fargo 0 0.25
148141419 0 0 FIX 11/4/2005 Wells Fargo Wells Fargo 0 0.25
148141765 0 0 FIX 10/24/2005 Wells Fargo Wells Fargo 0 0.25
148146459 0 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
148171341 0 0 FIX 11/8/2005 Wells Fargo Wells Fargo 0 0.25
148174139 0 0 FIX 11/14/2005 Wells Fargo Wells Fargo 0 0.25
148181811 0 0 FIX 10/21/2005 Wells Fargo Wells Fargo 0 0.25
148197452 0 0 FIX 11/22/2005 Wells Fargo Wells Fargo 0 0.25
148200744 0 0 FIX 11/3/2005 Wells Fargo Wells Fargo 0 0.25
148251424 0 0 FIX 11/15/2005 Wells Fargo Wells Fargo 0 0.25
148254584 0 0 FIX 11/3/2005 Wells Fargo Wells Fargo 0 0.25
148260458 0 0 FIX 10/31/2005 Wells Fargo Wells Fargo 0 0.25
148290844 0 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148291552 0 0 FIX 11/3/2005 Wells Fargo Wells Fargo 0 0.25
148292501 0 0 FIX 11/14/2005 Wells Fargo Wells Fargo 0 0.25
148293624 0 0 FIX 11/1/2005 Wells Fargo Wells Fargo 0 0.25
148293921 0 0 FIX 10/24/2005 Wells Fargo Wells Fargo 0 0.25
148302615 0 0 FIX 11/11/2005 Wells Fargo Wells Fargo 0 0.25
148305733 0 0 FIX 11/14/2005 Wells Fargo Wells Fargo 0 0.25
148320815 0 0 FIX 11/7/2005 Wells Fargo Wells Fargo 0 0.25
148327117 0 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148330764 0 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
148334006 0 0 FIX 10/26/2005 Wells Fargo Wells Fargo 0 0.25
148347198 0 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
148350705 0 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
148356561 0 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
148358591 0 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148359987 0 0 FIX 10/31/2005 Wells Fargo Wells Fargo 0 0.25
148360035 0 0 FIX 10/27/2005 Wells Fargo Wells Fargo 0 0.25
148362726 0 0 FIX 11/8/2005 Wells Fargo Wells Fargo 0 0.25
148368442 0 0 FIX 9/13/2005 Wells Fargo Wells Fargo 0 0.25
148370034 0 0 FIX 11/29/2005 Wells Fargo Wells Fargo 0 0.25
148371636 0 0 FIX 9/15/2005 Wells Fargo Wells Fargo 0 0.25
148373277 0 0 FIX 11/15/2005 Wells Fargo Wells Fargo 0 0.25
148395668 0 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
148398084 0 0 FIX 11/8/2005 Wells Fargo Wells Fargo 0 0.25
148402431 0 0 FIX 11/8/2005 Wells Fargo Wells Fargo 0 0.25
148404122 0 0 FIX 11/3/2005 Wells Fargo Wells Fargo 0 0.25
148405632 0 0 FIX 10/18/2005 Wells Fargo Wells Fargo 0 0.25
148410038 0 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148415367 0 0 FIX 11/14/2005 Wells Fargo Wells Fargo 0 0.25
148418866 0 0 FIX 11/3/2005 Wells Fargo Wells Fargo 0 0.25
148427107 0 0 FIX 11/18/2005 Wells Fargo Wells Fargo 0 0.25
148428485 0 0 FIX 11/7/2005 Wells Fargo Wells Fargo 0 0.25
148428519 0 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148440191 0 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
148719131 0 0 FIX 11/17/2005 Wells Fargo Wells Fargo 0 0.25
148724149 0 0 FIX 11/9/2005 Wells Fargo Wells Fargo 0 0.25
148726474 0 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148729882 0 0 FIX 11/22/2005 Wells Fargo Wells Fargo 0 0.25
148730021 0 0 FIX 11/9/2005 Wells Fargo Wells Fargo 0 0.25
148734122 0 0 FIX 12/1/2005 Wells Fargo Wells Fargo 0 0.25
148735681 0 0 FIX 11/14/2005 Wells Fargo Wells Fargo 0 0.25
148740384 0 0 FIX 11/4/2005 Wells Fargo Wells Fargo 0 0.25
148741093 0 0 FIX 11/11/2005 Wells Fargo Wells Fargo 0 0.25
148754518 0 0 FIX 11/21/2005 Wells Fargo Wells Fargo 0 0.25
148755176 0 0 FIX 11/28/2005 Wells Fargo Wells Fargo 0 0.25
148773211 0 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
148784275 0 0 FIX 11/18/2005 Wells Fargo Wells Fargo 0 0.25
148786205 0 0 FIX 11/23/2005 Wells Fargo Wells Fargo 0 0.25
148788052 0 0 FIX 11/18/2005 Wells Fargo Wells Fargo 0 0.25
148791601 0 0 FIX 11/15/2005 Wells Fargo Wells Fargo 0 0.25
148796394 0 0 FIX 11/10/2005 Wells Fargo Wells Fargo 0 0.25
148800931 0 0 FIX 11/2/2005 Wells Fargo Wells Fargo 0 0.25
148807282 0 0 FIX 11/4/2005 Wells Fargo Wells Fargo 0 0.25
148814593 0 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
148815202 0 0 FIX 11/22/2005 Wells Fargo Wells Fargo 0 0.25
148817984 0 0 FIX 11/23/2005 Wells Fargo Wells Fargo 0 0.25
148822901 0 0 FIX 11/30/2005 Wells Fargo Wells Fargo 0 0.25
148829518 0 0 FIX 11/11/2005 Wells Fargo Wells Fargo 0 0.25
148833247 0 0 FIX 11/22/2005 Wells Fargo Wells Fargo 0 0.25
148836901 0 0 FIX 11/3/2005 Wells Fargo Wells Fargo 0 0.25
148846207 0 0 FIX 11/9/2005 Wells Fargo Wells Fargo 0 0.25
148852452 0 0 FIX 11/16/2005 Wells Fargo Wells Fargo 0 0.25
148867773 0 0 FIX 11/11/2005 Wells Fargo Wells Fargo 0 0.25
148884935 0 0 FIX 11/28/2005 Wells Fargo Wells Fargo 0 0.25
148890759 0 0 FIX 11/14/2005 Wells Fargo Wells Fargo 0 0.25
148904717 0 0 FIX 11/25/2005 Wells Fargo Wells Fargo 0 0.25
148912843 0 0 FIX 10/25/2005 Wells Fargo Wells Fargo 0 0.25
148919145 0 0 FIX 10/28/2005 Wells Fargo Wells Fargo 0 0.25
148943848 0 0 FIX 11/23/2005 Wells Fargo Wells Fargo 0 0.25
148949589 0 0 FIX 10/26/2005 Wells Fargo Wells Fargo 0 0.25
EXHIBIT D-5
LOAN GROUP 5 MORTGAGE LOAN SCHEDULE
D-5-1
LOANID GROUP OCC PROPTYPE OTERM CORTERM OLTV RATE FPDATE NDDATE S_MATDATE PANDI PTDATE
-----------------------------------------------------------------------------------------------------------------------------------
601318754 5 Secondary PUD 360 352 75.5 6.625 7/1/2005 2/1/2006 6/1/2035 1,667.30 1/1/2006
601318757 5 Primary SFR 360 353 82.56 6.5 8/1/2005 2/1/2006 7/1/2035 804.92 1/1/2006
601318763 5 Primary SFR 360 353 81.03 6.375 8/1/2005 2/1/2006 7/1/2035 624.22 1/1/2006
601318764 5 Primary SFR 360 353 46.61 6.375 8/1/2005 2/1/2006 7/1/2035 579.47 1/1/2006
601319362 5 Primary Condo 360 353 78.18 6 8/1/2005 2/1/2006 7/1/2035 600 1/1/2006
601319363 5 Primary SFR 360 353 90 6.25 8/1/2005 2/1/2006 7/1/2035 960.94 1/1/2006
601319374 5 Primary 2-Family 360 353 75.79 6.125 8/1/2005 2/1/2006 7/1/2035 1,779.57 1/1/2006
601319397 5 Primary SFR 360 353 80 6.375 8/1/2005 2/1/2006 7/1/2035 850 1/1/2006
601333740 5 Primary SFR 360 354 85 6.25 9/1/2005 2/1/2006 8/1/2035 1,549.48 1/1/2006
601334371 5 Primary SFR 360 353 80 6.25 8/1/2005 2/1/2006 7/1/2035 1,270.84 1/1/2006
601334808 5 Primary SFR 360 353 80 5.75 8/1/2005 2/1/2006 7/1/2035 939.17 1/1/2006
601335709 5 Primary SFR 360 354 82.5 6.25 9/1/2005 2/1/2006 8/1/2035 601.57 1/1/2006
601335733 5 Primary SFR 360 354 79.63 6.375 9/1/2005 3/1/2006 8/1/2035 634.58 2/1/2006
601335747 5 Primary SFR 360 354 70.92 6.25 9/1/2005 2/1/2006 8/1/2035 520.84 1/1/2006
601335756 5 Primary SFR 360 354 72.73 5.875 9/1/2005 2/1/2006 8/1/2035 783.34 1/1/2006
601335766 5 Primary SFR 360 354 16.15 6 9/1/2005 2/1/2006 8/1/2035 1,900.00 1/1/2006
601335771 5 Primary SFR 360 354 79.1 6.25 9/1/2005 2/1/2006 8/1/2035 729.17 1/1/2006
601335796 5 Primary SFR 360 353 80 6.125 8/1/2005 2/1/2006 7/1/2035 632.92 1/1/2006
143803195 5 Primary SFR 360 356 61.03 6.125 11/1/2005 2/1/2006 10/1/2035 2,118.23 1/1/2006
897030 5 Secondary PUD 360 357 65.65 6.25 12/1/2005 2/1/2006 11/1/2035 2,239.58 1/1/2006
903102 5 Primary SFR 360 356 78.38 6.5 11/1/2005 3/1/2006 10/1/2035 785.42 2/1/2006
4256286 5 Primary SFR 360 357 71.82 6.125 12/1/2005 3/1/2006 11/1/2035 3,317.71 2/1/2006
4302159 5 Primary SFR 360 357 79.65 6.5 12/1/2005 3/1/2006 11/1/2035 2,925.00 2/1/2006
4332735 5 Primary SFR 360 357 71.12 6.375 12/1/2005 2/1/2006 11/1/2035 2,871.41 1/1/2006
4345244 5 Primary SFR 360 357 44.09 7.25 12/1/2005 2/1/2006 11/1/2035 3,020.83 1/1/2006
4357182 5 Primary PUD 360 357 64.52 6.5 12/1/2005 2/1/2006 11/1/2035 5,416.67 1/1/2006
4357184 5 Secondary SFR 360 357 68.67 6.75 12/1/2005 2/1/2006 11/1/2035 2,317.50 1/1/2006
4359897 5 Primary PUD 360 357 78.27 6.25 12/1/2005 3/1/2006 11/1/2035 3,057.29 2/1/2006
4361144 5 Primary PUD 360 357 69.45 6.25 12/1/2005 2/1/2006 11/1/2035 3,598.96 1/1/2006
4374025 5 Primary SFR 360 357 69.23 6.25 12/1/2005 2/1/2006 11/1/2035 4,687.50 1/1/2006
4376912 5 Primary SFR 360 357 74.5 6 12/1/2005 2/1/2006 11/1/2035 2,440.00 1/1/2006
4379309 5 Primary SFR 360 357 73.58 6 12/1/2005 2/1/2006 11/1/2035 2,097.00 1/1/2006
4382738 5 Primary PUD 360 357 74.45 6.25 12/1/2005 2/1/2006 11/1/2035 2,811.20 1/1/2006
4386736 5 Primary SFR 360 357 70 6.375 12/1/2005 2/1/2006 11/1/2035 5,206.25 1/1/2006
4389516 5 Primary SFR 360 357 50 6.375 12/1/2005 2/1/2006 11/1/2035 3,984.38 1/1/2006
4397015 5 Primary PUD 360 357 69.17 6.375 12/1/2005 2/1/2006 11/1/2035 929.69 1/1/2006
4400581 5 Primary SFR 360 357 74.73 6.5 12/1/2005 2/1/2006 11/1/2035 2,610.83 1/1/2006
35935154 5 Primary SFR 360 357 59.7 6.125 12/1/2005 2/1/2006 11/1/2035 5,104.17 1/1/2006
143643435 5 Primary SFR 360 357 74.95 6.5 12/1/2005 2/1/2006 11/1/2035 3,351.56 1/1/2006
143647154 5 Primary SFR 360 357 64.94 6.25 12/1/2005 2/1/2006 11/1/2035 5,208.33 1/1/2006
143828671 5 Primary SFR 360 357 70 6.375 12/1/2005 2/1/2006 11/1/2035 4,369.53 1/1/2006
143833572 5 Primary SFR 360 357 59.6 6.125 12/1/2005 2/1/2006 11/1/2035 2,296.88 1/1/2006
143834026 5 Primary SFR 360 357 69.92 6 12/1/2005 3/1/2006 11/1/2035 2,184.55 2/1/2006
143911055 5 Primary PUD Attached 360 358 80 6.375 1/1/2006 3/1/2006 12/1/2035 2,326.61 2/1/2006
143990695 5 Primary SFR 360 357 79.2 6.125 12/1/2005 2/1/2006 11/1/2035 2,526.56 1/1/2006
143991073 5 Primary SFR 360 357 78.91 6.125 12/1/2005 2/1/2006 11/1/2035 2,960.42 1/1/2006
144016482 5 Primary Condo - High 360 357 45.87 6.25 12/1/2005 3/1/2006 11/1/2035 3,385.42 2/1/2006
144079894 5 Primary PUD Detached 360 357 75 6.25 12/1/2005 2/1/2006 11/1/2035 3,066.41 1/1/2006
144135605 5 Primary SFR 360 357 75 6.25 12/1/2005 3/1/2006 11/1/2035 3,046.87 2/1/2006
144165099 5 Primary SFR 360 357 76.47 6 12/1/2005 2/1/2006 11/1/2035 2,437.50 1/1/2006
144168440 5 Primary SFR 360 357 73.33 6.25 12/1/2005 2/1/2006 11/1/2035 2,864.58 1/1/2006
144171998 5 Primary SFR 360 357 60.48 6.25 12/1/2005 2/1/2006 11/1/2035 3,304.46 1/1/2006
144177482 5 Primary SFR 360 357 73.61 6.375 12/1/2005 2/1/2006 11/1/2035 2,385.31 1/1/2006
202481222 5 Primary PUD Detached 360 357 66.6 6 12/1/2005 3/1/2006 11/1/2035 4,995.00 2/1/2006
202489068 5 Primary SFR 360 357 57.14 6 12/1/2005 3/1/2006 11/1/2035 2,500.00 2/1/2006
202491262 5 Primary SFR 360 357 49.39 6.25 12/1/2005 2/1/2006 11/1/2035 2,191.67 1/1/2006
202494209 5 Primary SFR 360 357 64.52 6.25 12/1/2005 2/1/2006 11/1/2035 10,416.67 1/1/2006
202502134 5 Primary PUD Detached 360 357 75 6.125 12/1/2005 3/1/2006 11/1/2035 2,870.36 2/1/2006
202533337 5 Primary SFR 360 357 63.06 6.25 12/1/2005 2/1/2006 11/1/2035 2,364.58 1/1/2006
202547881 5 Primary SFR 360 358 63.45 6 1/1/2006 2/1/2006 12/1/2035 2,300.00 1/1/2006
202549978 5 Primary SFR 360 357 74.45 6.125 12/1/2005 2/1/2006 11/1/2035 2,600.57 1/1/2006
202563409 5 Primary PUD Detached 360 357 78.95 6.375 12/1/2005 3/1/2006 11/1/2035 2,390.58 2/1/2006
202572285 5 Primary SFR 360 358 68.42 6 1/1/2006 2/1/2006 12/1/2035 3,250.00 1/1/2006
202587721 5 Primary SFR 360 357 80 6.5 12/1/2005 2/1/2006 11/1/2035 2,600.00 1/1/2006
202594578 5 Primary SFR 360 358 37.11 6.25 1/1/2006 2/1/2006 12/1/2035 3,750.00 1/1/2006
202622569 5 Primary PUD Detached 360 357 75 6.25 12/1/2005 2/1/2006 11/1/2035 2,539.06 1/1/2006
3197102 5 Primary SFR 360 358 74.24 6.375 1/1/2006 2/1/2006 12/1/2035 4,515.63 1/1/2006
4252534 5 Secondary SFR 360 358 80 6.75 1/1/2006 2/1/2006 12/1/2035 700.2 1/1/2006
4366794 5 Secondary SFR 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 2,120.75 1/1/2006
4381892 5 Primary SFR 360 358 62.5 6.125 1/1/2006 2/1/2006 12/1/2035 5,104.17 1/1/2006
4383270 5 Secondary PUD 360 357 80 7.125 12/1/2005 3/1/2006 11/1/2035 2,667.23 2/1/2006
4384889 5 Primary SFR 360 358 64.71 6.25 1/1/2006 2/1/2006 12/1/2035 4,296.88 1/1/2006
4386680 5 Primary SFR 360 358 65 6.5 1/1/2006 2/1/2006 12/1/2035 5,105.21 1/1/2006
4387320 5 Primary Condo 360 357 71.67 6.375 12/1/2005 2/1/2006 11/1/2035 2,284.38 1/1/2006
4391759 5 Primary SFR 360 357 60 6.5 12/1/2005 2/1/2006 11/1/2035 3,087.50 1/1/2006
4392117 5 Primary SFR 360 358 75 6.375 1/1/2006 3/1/2006 12/1/2035 3,641.72 2/1/2006
4393381 5 Primary SFR 360 358 74.17 6.125 1/1/2006 2/1/2006 12/1/2035 2,271.35 1/1/2006
4393759 5 Primary SFR 360 357 80 6.25 12/1/2005 3/1/2006 11/1/2035 2,791.67 2/1/2006
4394318 5 Primary SFR 360 358 68.27 7.25 1/1/2006 2/1/2006 12/1/2035 2,748.96 1/1/2006
4396162 5 Primary SFR 360 357 79.03 6.625 12/1/2005 2/1/2006 11/1/2035 2,705.21 1/1/2006
4396846 5 Primary PUD 360 358 70.83 6.25 1/1/2006 2/1/2006 12/1/2035 4,427.08 1/1/2006
4397845 5 Primary SFR 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 3,085.50 1/1/2006
4400559 5 Primary PUD 360 358 80 6.25 1/1/2006 3/1/2006 12/1/2035 3,125.00 2/1/2006
4401748 5 Primary SFR 360 358 69.92 6.375 1/1/2006 3/1/2006 12/1/2035 2,284.38 2/1/2006
4402222 5 Primary SFR 360 358 69.23 6.625 1/1/2006 2/1/2006 12/1/2035 2,484.38 1/1/2006
4402683 5 Primary PUD 360 358 62.96 6.25 1/1/2006 3/1/2006 12/1/2035 2,213.54 2/1/2006
4403272 5 Primary SFR 360 357 80 6.25 12/1/2005 2/1/2006 11/1/2035 2,937.50 1/1/2006
4404026 5 Primary PUD 360 358 79.14 6.125 1/1/2006 2/1/2006 12/1/2035 2,827.71 1/1/2006
4404552 5 Primary SFR 360 358 65.67 6.25 1/1/2006 2/1/2006 12/1/2035 3,677.08 1/1/2006
4405732 5 Primary PUD 360 358 80 7 1/1/2006 3/1/2006 12/1/2035 2,076.67 2/1/2006
4412060 5 Primary Condo 360 358 61.97 6.5 1/1/2006 3/1/2006 12/1/2035 2,383.33 2/1/2006
4412669 5 Primary PUD 360 357 68.69 6.875 12/1/2005 2/1/2006 11/1/2035 2,463.54 1/1/2006
4413793 5 Primary SFR 360 358 79.78 6 1/1/2006 3/1/2006 12/1/2035 2,350.00 2/1/2006
4414703 5 Secondary SFR 360 358 80 6.875 1/1/2006 2/1/2006 12/1/2035 2,956.25 1/1/2006
4415536 5 Primary SFR 360 358 69.44 6.375 1/1/2006 2/1/2006 12/1/2035 3,596.56 1/1/2006
4416190 5 Primary SFR 360 358 47.73 6.625 1/1/2006 3/1/2006 12/1/2035 2,898.44 2/1/2006
4416419 5 Primary SFR 360 358 75 6.75 1/1/2006 3/1/2006 12/1/2035 1,455.47 2/1/2006
4422417 5 Primary SFR 360 358 62.5 6.375 1/1/2006 2/1/2006 12/1/2035 3,984.38 1/1/2006
4423575 5 Primary Condo 360 358 74.6 6.875 1/1/2006 3/1/2006 12/1/2035 2,692.71 2/1/2006
4425195 5 Primary SFR 360 358 64.51 6.875 1/1/2006 2/1/2006 12/1/2035 5,728.59 1/1/2006
4426028 5 Primary SFR 360 358 62.67 6.5 1/1/2006 3/1/2006 12/1/2035 5,091.67 2/1/2006
4430392 5 Primary PUD 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 3,083.33 1/1/2006
4430685 5 Primary SFR 360 358 72.62 6.375 1/1/2006 2/1/2006 12/1/2035 2,353.44 1/1/2006
4432259 5 Primary SFR 360 358 69.62 6.5 1/1/2006 2/1/2006 12/1/2035 2,979.17 1/1/2006
35938182 5 Primary SFR 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 3,166.67 1/1/2006
LOANID OBAL COBAL PURPOSE DOC OAPPVAL FRTRDATE CEILING FLOOR
----------------------------------------------------------------------------------------------------------------------------
601318754 302,000.00 301,999.96 C/O Refi Standard 400,000.00 00/00/0000 0 0
601318757 148,600.00 148,599.92 R/T Refi Standard 180,000.00 00/00/0000 0 0
601318763 117,500.00 117,285.73 C/O Refi Standard 145,000.00 00/00/0000 0 0
601318764 109,075.00 109,074.97 R/T Refi Standard 234,000.00 00/00/0000 0 0
601319362 120,000.00 120,000.00 C/O Refi Standard 153,500.00 00/00/0000 0 0
601319363 184,500.00 184,191.28 C/O Refi Standard 205,000.00 00/00/0000 0 0
601319374 348,650.00 348,634.75 R/T Refi Standard 460,000.00 00/00/0000 0 0
601319397 160,000.00 160,000.00 R/T Refi Standard 200,000.00 00/00/0000 0 0
601333740 297,500.00 297,500.00 C/O Refi Standard 350,000.00 00/00/0000 0 0
601334371 244,000.00 243,999.98 C/O Refi Standard 305,000.00 00/00/0000 0 0
601334808 196,000.00 196,000.00 R/T Refi Standard 245,000.00 00/00/0000 0 0
601335709 115,500.00 115,499.98 R/T Refi Standard 140,000.00 00/00/0000 0 0
601335733 119,450.00 119,450.00 C/O Refi Standard 150,000.00 00/00/0000 0 0
601335747 100,000.00 99,999.98 C/O Refi Standard 141,000.00 00/00/0000 0 0
601335756 160,000.00 159,749.99 C/O Refi Standard 220,000.00 00/00/0000 0 0
601335766 380,000.00 379,905.00 C/O Refi Standard 2,353,472.00 00/00/0000 0 0
601335771 140,000.00 140,000.00 C/O Refi Standard 177,000.00 00/00/0000 0 0
601335796 124,000.00 123,902.75 R/T Refi Standard 155,000.00 00/00/0000 0 0
143803195 415,000.00 415,000.00 C/O Refi NIV 680,000.00 00/00/0000 0 0
897030 430,000.00 430,000.00 R/T Refi SIVA 655,000.00 00/00/0000 0 0
903102 145,000.00 144,000.00 R/T Refi SIVA 185,000.00 00/00/0000 0 0
4256286 650,000.00 648,495.42 Purchase Stated/Voa 905,000.00 00/00/0000 0 0
4302159 540,000.00 539,889.26 R/T Refi Full/Alt 678,000.00 00/00/0000 0 0
4332735 540,500.00 540,500.00 R/T Refi Stated/Voa 760,000.00 00/00/0000 0 0
4345244 500,000.00 500,000.00 Purchase Stated/Voa 1,170,000.00 00/00/0000 0 0
4357182 1,000,000.00 1,000,000.00 R/T Refi Stated/Voa 1,550,000.00 00/00/0000 0 0
4357184 412,000.00 412,000.00 R/T Refi Stated/Voa 600,000.00 00/00/0000 0 0
4359897 587,000.00 585,944.59 R/T Refi Full/Alt 750,000.00 00/00/0000 0 0
4361144 691,000.00 690,999.96 Purchase Stated/Voa 995,000.00 00/00/0000 0 0
4374025 900,000.00 899,456.43 R/T Refi Stated/Voa 1,300,000.00 00/00/0000 0 0
4376912 488,000.00 488,000.00 C/O Refi Full/Alt 655,000.00 00/00/0000 0 0
4379309 419,400.00 419,400.00 C/O Refi Full/Alt 570,000.00 00/00/0000 0 0
4382738 539,750.00 539,750.00 R/T Refi Stated/Voa 725,000.00 00/00/0000 0 0
4386736 980,000.00 980,000.00 C/O Refi Full/Alt 1,400,000.00 00/00/0000 0 0
4389516 750,000.00 750,000.00 Purchase Stated/Voa 1,500,000.00 00/00/0000 0 0
4397015 175,000.00 175,000.00 C/O Refi Stated/Voa 253,000.00 00/00/0000 0 0
4400581 482,000.00 482,000.00 C/O Refi Stated/Voa 645,000.00 00/00/0000 0 0
35935154 1,000,000.00 1,000,000.00 Purchase NIV 1,725,000.00 00/00/0000 0 0
143643435 618,750.00 618,750.00 C/O Refi NIV 825,500.00 00/00/0000 0 0
143647154 1,000,000.00 1,000,000.00 C/O Refi NIV 1,540,000.00 00/00/0000 0 0
143828671 822,500.00 822,500.00 C/O Refi NIV 1,175,000.00 00/00/0000 0 0
143833572 450,000.00 450,000.00 C/O Refi NIV 755,000.00 00/00/0000 0 0
143834026 437,000.00 436,726.45 C/O Refi NIV 625,000.00 00/00/0000 0 0
143911055 437,950.00 437,950.00 Purchase FAD(Full or Alt or AUS) 575,000.00 00/00/0000 0 0
143990695 495,000.00 495,000.00 C/O Refi FAD(Full or Alt or AUS) 625,000.00 00/00/0000 0 0
143991073 580,000.00 578,737.08 C/O Refi FAD(Full or Alt or AUS) 735,000.00 00/00/0000 0 0
144016482 650,000.00 650,000.00 Purchase NIV 1,450,000.00 00/00/0000 0 0
144079894 588,750.00 588,750.00 Purchase NIV 785,000.00 00/00/0000 0 0
144135605 585,000.00 585,000.00 C/O Refi NIV 780,000.00 00/00/0000 0 0
144165099 487,500.00 487,500.00 Purchase NIV 639,000.00 00/00/0000 0 0
144168440 550,000.00 550,000.00 C/O Refi NIV 750,000.00 00/00/0000 0 0
144171998 635,000.00 633,911.75 C/O Refi NIV 1,050,000.00 00/00/0000 0 0
144177482 449,000.00 448,358.57 C/O Refi NIV 610,000.00 00/00/0000 0 0
202481222 999,000.00 999,000.00 Purchase FAD(Full or Alt or AUS) 1,500,000.00 00/00/0000 0 0
202489068 500,000.00 497,500.00 C/O Refi NIV 875,000.00 00/00/0000 0 0
202491262 420,800.00 420,400.00 C/O Refi NIV 852,000.00 00/00/0000 0 0
202494209 2,000,000.00 1,999,897.67 C/O Refi NIV 3,100,000.00 00/00/0000 0 0
202502134 562,500.00 562,211.82 C/O Refi NIV 750,000.00 00/00/0000 0 0
202533337 454,000.00 454,000.00 C/O Refi NIV 720,000.00 00/00/0000 0 0
202547881 460,000.00 460,000.00 R/T Refi NIV 725,000.00 00/00/0000 0 0
202549978 510,000.00 509,500.00 R/T Refi FAD(Full or Alt or AUS) 685,000.00 00/00/0000 0 0
202563409 450,000.00 449,971.74 C/O Refi FAD(Full or Alt or AUS) 570,000.00 00/00/0000 0 0
202572285 650,000.00 650,000.00 C/O Refi NIV 950,000.00 00/00/0000 0 0
202587721 480,000.00 480,000.00 Purchase NIV 615,000.00 00/00/0000 0 0
202594578 720,000.00 720,000.00 C/O Refi NIV 1,940,000.00 00/00/0000 0 0
202622569 487,500.00 487,500.00 C/O Refi NIV 650,000.00 00/00/0000 0 0
3197102 850,000.00 850,000.00 Purchase Stated/Voa 1,170,000.00 00/00/0000 0 0
4252534 124,480.00 124,480.00 Purchase Full/Alt 156,500.00 00/00/0000 0 0
4366794 399,200.00 399,200.00 Purchase Stated/Voa 500,000.00 00/00/0000 0 0
4381892 1,000,000.00 1,000,000.00 Purchase Stated/Voa 1,610,000.00 00/00/0000 0 0
4383270 449,217.00 449,217.00 Purchase Stated/Voa 601,000.00 00/00/0000 0 0
4384889 825,000.00 825,000.00 Purchase Stated/Voa 1,275,000.00 00/00/0000 0 0
4386680 942,500.00 942,244.74 C/O Refi Stated/Voa 1,450,000.00 00/00/0000 0 0
4387320 430,000.00 430,000.00 C/O Refi Stated/Voa 600,000.00 00/00/0000 0 0
4391759 570,000.00 569,845.62 C/O Refi Stated/Voa 950,000.00 00/00/0000 0 0
4392117 685,500.00 685,500.00 Purchase Stated/Voa 920,000.00 00/00/0000 0 0
4393381 445,000.00 445,000.00 C/O Refi Stated/Voa 600,000.00 00/00/0000 0 0
4393759 536,000.00 536,000.00 Purchase Stated/Voa 670,000.00 00/00/0000 0 0
4394318 455,000.00 455,000.00 C/O Refi Stated/Voa 666,500.00 00/00/0000 0 0
4396162 490,000.00 489,582.39 R/T Refi Stated/Voa 620,000.00 00/00/0000 0 0
4396846 850,000.00 850,000.00 Purchase Stated/Voa 1,200,000.00 00/00/0000 0 0
4397845 580,800.00 580,800.00 Purchase Stated/Voa 740,000.00 00/00/0000 0 0
4400559 600,000.00 600,000.00 Purchase Stated/Voa 750,000.00 00/00/0000 0 0
4401748 430,000.00 370,000.00 Purchase Stated/Voa 670,000.00 00/00/0000 0 0
4402222 450,000.00 450,000.00 C/O Refi Stated/Voa 650,000.00 00/00/0000 0 0
4402683 425,000.00 424,425.59 C/O Refi Stated/Voa 675,000.00 00/00/0000 0 0
4403272 564,000.00 564,000.00 Purchase Stated/Voa 710,000.00 00/00/0000 0 0
4404026 554,000.00 554,000.00 R/T Refi Stated/Voa 700,000.00 00/00/0000 0 0
4404552 706,000.00 706,000.00 R/T Refi Stated/Voa 1,075,000.00 00/00/0000 0 0
4405732 356,000.00 356,000.00 R/T Refi Stated/Voa 445,000.00 00/00/0000 0 0
4412060 440,000.00 440,000.00 C/O Refi Stated/Voa 710,000.00 00/00/0000 0 0
4412669 430,000.00 429,799.43 C/O Refi Stated/Voa 626,000.00 00/00/0000 0 0
4413793 470,000.00 470,000.00 Purchase Full/Alt 590,000.00 00/00/0000 0 0
4414703 516,000.00 515,956.25 Purchase Stated/Voa 650,000.00 00/00/0000 0 0
4415536 677,000.00 677,000.00 Purchase Stated/Voa 975,000.00 00/00/0000 0 0
4416190 525,000.00 525,000.00 C/O Refi Stated/Voa 1,100,000.00 00/00/0000 0 0
4416419 258,750.00 258,058.40 C/O Refi Stated/Voa 345,000.00 00/00/0000 0 0
4422417 750,000.00 750,000.00 C/O Refi Full/Alt 1,200,000.00 00/00/0000 0 0
4423575 470,000.00 469,985.38 C/O Refi Stated/Voa 630,000.00 00/00/0000 0 0
4425195 999,900.00 999,900.00 R/T Refi Stated/Voa 1,550,000.00 00/00/0000 0 0
4426028 940,000.00 938,000.00 C/O Refi Stated/Voa 1,500,000.00 00/00/0000 0 0
4430392 592,000.00 592,000.00 Purchase Stated/Voa 740,000.00 00/00/0000 0 0
4430685 443,000.00 442,955.61 R/T Refi Stated/Voa 610,000.00 00/00/0000 0 0
4432259 550,000.00 549,526.17 C/O Refi Stated/Voa 790,000.00 00/00/0000 0 0
35938182 608,000.00 606,723.00 R/T Refi FAD(Full or Alt or AUS) 760,000.00 00/00/0000 0 0
LOANID CAPINT MARGIN INDEX ODATE ORIGINATOR SERVICER LPMI SVCFEE
-----------------------------------------------------------------------------------------------------------
601318754 0 0 FIX 5/31/2005 GMAC GMAC 0 0.25
601318757 0 0 FIX 6/6/2005 GMAC GMAC 0 0.25
601318763 0 0 FIX 6/3/2005 GMAC GMAC 0 0.25
601318764 0 0 FIX 6/10/2005 GMAC GMAC 0 0.25
601319362 0 0 FIX 6/11/2005 GMAC GMAC 0 0.25
601319363 0 0 FIX 5/31/2005 GMAC GMAC 0 0.25
601319374 0 0 FIX 6/11/2005 GMAC GMAC 0 0.25
601319397 0 0 FIX 6/6/2005 GMAC GMAC 0 0.25
601333740 0 0 FIX 7/7/2005 GMAC GMAC 0 0.25
601334371 0 0 FIX 6/22/2005 GMAC GMAC 0 0.25
601334808 0 0 FIX 6/28/2005 GMAC GMAC 0 0.25
601335709 0 0 FIX 7/5/2005 GMAC GMAC 0 0.25
601335733 0 0 FIX 7/6/2005 GMAC GMAC 0 0.25
601335747 0 0 FIX 7/2/2005 GMAC GMAC 0 0.25
601335756 0 0 FIX 7/9/2005 GMAC GMAC 0 0.25
601335766 0 0 FIX 6/29/2005 GMAC GMAC 0 0.25
601335771 0 0 FIX 7/7/2005 GMAC GMAC 0 0.25
601335796 0 0 FIX 6/30/2005 GMAC GMAC 0 0.25
143803195 0 0 FIX 9/26/2005 SunTrust SunTrust 0 0.25
897030 0 0 FIX 10/11/2005 TaylorBean Bank of America 0 0.25
903102 0 0 FIX 9/30/2005 TaylorBean Bank of America 0 0.25
4256286 0 0 FIX 10/25/2005 NatCity NatCity 0 0.25
4302159 0 0 FIX 10/26/2005 NatCity NatCity 0 0.25
4332735 0 0 FIX 10/4/2005 NatCity NatCity 0 0.25
4345244 0 0 FIX 10/21/2005 NatCity NatCity 0 0.25
4357182 0 0 FIX 10/12/2005 NatCity NatCity 0 0.25
4357184 0 0 FIX 10/12/2005 NatCity NatCity 0 0.25
4359897 0 0 FIX 10/7/2005 NatCity NatCity 0 0.25
4361144 0 0 FIX 10/19/2005 NatCity NatCity 0 0.25
4374025 0 0 FIX 10/20/2005 NatCity NatCity 0 0.25
4376912 0 0 FIX 10/26/2005 NatCity NatCity 0 0.25
4379309 0 0 FIX 10/26/2005 NatCity NatCity 0 0.25
4382738 0 0 FIX 10/17/2005 NatCity NatCity 0 0.25
4386736 0 0 FIX 10/18/2005 NatCity NatCity 0 0.25
4389516 0 0 FIX 10/18/2005 NatCity NatCity 0 0.25
4397015 0 0 FIX 10/21/2005 NatCity NatCity 0 0.25
4400581 0 0 FIX 10/25/2005 NatCity NatCity 0 0.25
35935154 0 0 FIX 10/24/2005 SunTrust SunTrust 0 0.25
143643435 0 0 FIX 10/13/2005 SunTrust SunTrust 0 0.25
143647154 0 0 FIX 10/27/2005 SunTrust SunTrust 0 0.25
143828671 0 0 FIX 10/24/2005 SunTrust SunTrust 0 0.25
143833572 0 0 FIX 10/28/2005 SunTrust SunTrust 0 0.25
143834026 0 0 FIX 10/26/2005 SunTrust SunTrust 0 0.25
143911055 0 0 FIX 11/1/2005 SunTrust SunTrust 0 0.25
143990695 0 0 FIX 10/19/2005 SunTrust SunTrust 0 0.25
143991073 0 0 FIX 10/20/2005 SunTrust SunTrust 0 0.25
144016482 0 0 FIX 10/31/2005 SunTrust SunTrust 0 0.25
144079894 0 0 FIX 10/26/2005 SunTrust SunTrust 0 0.25
144135605 0 0 FIX 10/12/2005 SunTrust SunTrust 0 0.25
144165099 0 0 FIX 10/21/2005 SunTrust SunTrust 0 0.25
144168440 0 0 FIX 10/27/2005 SunTrust SunTrust 0 0.25
144171998 0 0 FIX 10/31/2005 SunTrust SunTrust 0 0.25
144177482 0 0 FIX 10/31/2005 SunTrust SunTrust 0 0.25
202481222 0 0 FIX 10/31/2005 SunTrust SunTrust 0 0.25
202489068 0 0 FIX 10/5/2005 SunTrust SunTrust 0 0.25
202491262 0 0 FIX 10/13/2005 SunTrust SunTrust 0 0.25
202494209 0 0 FIX 10/19/2005 SunTrust SunTrust 0 0.25
202502134 0 0 FIX 10/12/2005 SunTrust SunTrust 0 0.25
202533337 0 0 FIX 10/1/2005 SunTrust SunTrust 0 0.25
202547881 0 0 FIX 11/1/2005 SunTrust SunTrust 0 0.25
202549978 0 0 FIX 10/25/2005 SunTrust SunTrust 0 0.25
202563409 0 0 FIX 10/31/2005 SunTrust SunTrust 0 0.25
202572285 0 0 FIX 10/28/2005 SunTrust SunTrust 0 0.25
202587721 0 0 FIX 10/18/2005 SunTrust SunTrust 0 0.25
202594578 0 0 FIX 11/4/2005 SunTrust SunTrust 0 0.25
202622569 0 0 FIX 10/28/2005 SunTrust SunTrust 0 0.25
3197102 0 0 FIX 11/17/2005 NatCity NatCity 0 0.25
4252534 0 0 FIX 11/17/2005 NatCity NatCity 0 0.25
4366794 0 0 FIX 11/16/2005 NatCity NatCity 0 0.25
4381892 0 0 FIX 11/14/2005 NatCity NatCity 0 0.25
4383270 0 0 FIX 10/14/2005 NatCity NatCity 0 0.25
4384889 0 0 FIX 11/2/2005 NatCity NatCity 0 0.25
4386680 0 0 FIX 10/31/2005 NatCity NatCity 0 0.25
4387320 0 0 FIX 10/28/2005 NatCity NatCity 0 0.25
4391759 0 0 FIX 10/26/2005 NatCity NatCity 0 0.25
4392117 0 0 FIX 11/7/2005 NatCity NatCity 0 0.25
4393381 0 0 FIX 11/10/2005 NatCity NatCity 0 0.25
4393759 0 0 FIX 10/17/2005 NatCity NatCity 0 0.25
4394318 0 0 FIX 10/28/2005 NatCity NatCity 0 0.25
4396162 0 0 FIX 10/25/2005 NatCity NatCity 0 0.25
4396846 0 0 FIX 11/1/2005 NatCity NatCity 0 0.25
4397845 0 0 FIX 11/15/2005 NatCity NatCity 0 0.25
4400559 0 0 FIX 11/10/2005 NatCity NatCity 0 0.25
4401748 0 0 FIX 11/1/2005 NatCity NatCity 0 0.25
4402222 0 0 FIX 11/4/2005 NatCity NatCity 0 0.25
4402683 0 0 FIX 11/4/2005 NatCity NatCity 0 0.25
4403272 0 0 FIX 10/28/2005 NatCity NatCity 0 0.25
4404026 0 0 FIX 11/4/2005 NatCity NatCity 0 0.25
4404552 0 0 FIX 11/1/2005 NatCity NatCity 0 0.25
4405732 0 0 FIX 11/10/2005 NatCity NatCity 0 0.25
4412060 0 0 FIX 11/10/2005 NatCity NatCity 0 0.25
4412669 0 0 FIX 10/26/2005 NatCity NatCity 0 0.25
4413793 0 0 FIX 11/10/2005 NatCity NatCity 0 0.25
4414703 0 0 FIX 11/3/2005 NatCity NatCity 0 0.25
4415536 0 0 FIX 11/9/2005 NatCity NatCity 0 0.25
4416190 0 0 FIX 11/7/2005 NatCity NatCity 0 0.25
4416419 0 0 FIX 11/16/2005 NatCity NatCity 0 0.25
4422417 0 0 FIX 11/7/2005 NatCity NatCity 0 0.25
4423575 0 0 FIX 11/4/2005 NatCity NatCity 0 0.25
4425195 0 0 FIX 11/10/2005 NatCity NatCity 0 0.25
4426028 0 0 FIX 11/8/2005 NatCity NatCity 0 0.25
4430392 0 0 FIX 11/8/2005 NatCity NatCity 0 0.25
4430685 0 0 FIX 11/10/2005 NatCity NatCity 0 0.25
4432259 0 0 FIX 11/10/2005 NatCity NatCity 0 0.25
35938182 0 0 FIX 11/7/2005 SunTrust SunTrust 0 0.25
EXHIBIT D-6
LOAN GROUP 6 MORTGAGE LOAN SCHEDULE
D-6-1
LOANID GROUP OCC PROPTYPE OTERM CORTERM OLTV RATE FPDATE NDDATE S_MATDATE PANDI PTDATE
------------------------------------------------------------------------------------------------------------------------------------
3302207968 6 Primary SFR 360 352 80 6 7/1/2005 2/1/2006 6/1/2035 2,638.03 1/1/2006
3302234715 6 Secondary SFR 360 354 80 5.75 9/1/2005 2/1/2006 8/1/2035 3,244.67 1/1/2006
3302296482 6 Primary SFR 360 353 80 5.875 8/1/2005 2/1/2006 7/1/2035 3,307.88 1/1/2006
3302307503 6 Primary SFR 360 354 72.14 5.75 9/1/2005 3/1/2006 8/1/2035 4,841.56 2/1/2006
3302368018 6 Primary SFR 360 353 76.67 5.625 8/1/2005 2/1/2006 7/1/2035 2,648.02 1/1/2006
3302379890 6 Primary SFR 360 353 80 5.875 8/1/2005 2/1/2006 7/1/2035 5,198.44 1/1/2006
3302386572 6 Primary SFR 360 353 75.57 5.875 8/1/2005 3/1/2006 7/1/2035 3,330.36 2/1/2006
3302403344 6 Primary SFR 360 353 79.73 5.875 8/1/2005 2/1/2006 7/1/2035 3,667.54 1/1/2006
3302479054 6 Primary PUD Detached 360 353 79.22 5.875 8/1/2005 2/1/2006 7/1/2035 3,163.08 1/1/2006
6002940655 6 Secondary Condo - High 360 354 80 5.875 9/1/2005 3/1/2006 8/1/2035 2,934.03 2/1/2006
6029181358 6 Primary SFR 360 353 47.83 5.75 8/1/2005 2/1/2006 7/1/2035 3,209.66 1/1/2006
6050527412 6 Primary Condo - High 360 354 80 5.75 9/1/2005 2/1/2006 8/1/2035 3,734.87 1/1/2006
6063813627 6 Primary Townhouse 360 354 65 5.75 9/1/2005 2/1/2006 8/1/2035 2,761.47 1/1/2006
6076059135 6 Primary SFR 360 354 80 5.875 9/1/2005 2/1/2006 8/1/2035 3,312.62 1/1/2006
6122178186 6 Primary PUD Detached 360 354 67.82 5.875 9/1/2005 3/1/2006 8/1/2035 7,221.50 2/1/2006
6125036589 6 Primary SFR 360 353 69.67 5.75 8/1/2005 2/1/2006 7/1/2035 2,614.41 1/1/2006
6134009551 6 Primary SFR 360 354 63.64 5.875 9/1/2005 2/1/2006 8/1/2035 2,484.46 1/1/2006
6151814719 6 Primary Condo - High 360 353 80 5.75 8/1/2005 2/1/2006 7/1/2035 4,014.99 1/1/2006
6164314707 6 Primary PUD Detached 360 353 74 5.75 8/1/2005 2/1/2006 7/1/2035 3,238.83 1/1/2006
6176175906 6 Primary SFR 360 354 75 5.75 9/1/2005 2/1/2006 8/1/2035 3,063.76 1/1/2006
6194663313 6 Primary PUD Detached 360 354 80 5.75 9/1/2005 3/1/2006 8/1/2035 4,187.72 2/1/2006
6253580580 6 Primary SFR 360 353 50.37 5.75 8/1/2005 2/1/2006 7/1/2035 3,939.12 1/1/2006
6261955493 6 Primary SFR 360 354 71.33 5.75 9/1/2005 3/1/2006 8/1/2035 2,976.23 2/1/2006
6265121597 6 Primary SFR 360 353 63.39 5.75 8/1/2005 2/1/2006 7/1/2035 4,254.25 1/1/2006
6276634554 6 Primary PUD Detached 360 353 65.22 5.75 8/1/2005 2/1/2006 7/1/2035 3,425.58 1/1/2006
6277209711 6 Primary SFR 360 353 80 5.75 8/1/2005 2/1/2006 7/1/2035 3,618.16 1/1/2006
6287350141 6 Secondary PUD Detached 360 353 80 5.875 8/1/2005 2/1/2006 7/1/2035 2,616.97 1/1/2006
6319694110 6 Primary SFR 360 353 54.82 6 8/1/2005 2/1/2006 7/1/2035 3,615.29 1/1/2006
6323386331 6 Primary Condo - High 360 353 53.73 6 8/1/2005 2/1/2006 7/1/2035 5,395.96 1/1/2006
6391549927 6 Primary PUD Detached 360 353 78.14 5.75 8/1/2005 3/1/2006 7/1/2035 4,172.55 2/1/2006
6394597584 6 Primary SFR 360 354 80 5.75 9/1/2005 3/1/2006 8/1/2035 3,454.76 2/1/2006
6396169309 6 Primary Condo - Low 360 354 50.39 5.875 9/1/2005 2/1/2006 8/1/2035 2,780.23 1/1/2006
6430975455 6 Primary Condo - High 360 354 53 5.875 9/1/2005 2/1/2006 8/1/2035 3,135.16 1/1/2006
6439198992 6 Primary SFR 360 354 80 5.75 9/1/2005 3/1/2006 8/1/2035 2,474.35 2/1/2006
6482992283 6 Primary SFR 360 354 70 5.875 9/1/2005 3/1/2006 8/1/2035 2,567.28 2/1/2006
6500498958 6 Primary SFR 360 354 70.07 5.75 9/1/2005 2/1/2006 8/1/2035 3,046.26 1/1/2006
6503901982 6 Secondary Condo - Low 360 354 44.44 5.75 9/1/2005 2/1/2006 8/1/2035 5,835.73 1/1/2006
6506084141 6 Secondary Condo - High 360 353 50 5.875 8/1/2005 3/1/2006 7/1/2035 2,573.19 2/1/2006
6512801082 6 Primary SFR 360 354 78.69 5.75 9/1/2005 2/1/2006 8/1/2035 2,801.15 1/1/2006
6532604540 6 Primary SFR 360 354 68.8 5.875 9/1/2005 3/1/2006 8/1/2035 2,608.69 2/1/2006
6576227315 6 Primary Condo - Low 360 354 80 5.625 9/1/2005 2/1/2006 8/1/2035 2,532.89 1/1/2006
6596383726 6 Primary SFR 360 354 45.63 5.875 9/1/2005 2/1/2006 8/1/2035 2,531.79 1/1/2006
6602088541 6 Primary SFR 360 354 30.64 5.875 9/1/2005 2/1/2006 8/1/2035 3,135.16 1/1/2006
6603675858 6 Secondary Condo - High 360 354 72.73 5.875 9/1/2005 2/1/2006 8/1/2035 4,732.31 1/1/2006
6605682688 6 Primary PUD Detached 360 354 56.44 5.75 9/1/2005 2/1/2006 8/1/2035 2,684.44 1/1/2006
6643891028 6 Primary SFR 360 353 71.68 5.75 8/1/2005 2/1/2006 7/1/2035 3,367.22 1/1/2006
6654594776 6 Primary PUD Detached 360 352 39.13 5.75 7/1/2005 2/1/2006 6/1/2035 2,626.08 1/1/2006
6667701111 6 Primary PUD Detached 360 354 50 5.75 9/1/2005 2/1/2006 8/1/2035 2,684.44 1/1/2006
6671635305 6 Primary Condo - Low 360 353 37.33 6 8/1/2005 2/1/2006 7/1/2035 2,853.51 1/1/2006
6674171621 6 Primary SFR 360 354 70.39 5.875 9/1/2005 2/1/2006 8/1/2035 2,664.88 1/1/2006
6708205015 6 Primary SFR 360 353 63.48 5.875 8/1/2005 3/1/2006 7/1/2035 3,460.50 2/1/2006
6712892659 6 Secondary SFR 360 351 80 6 6/1/2005 2/1/2006 5/1/2035 2,187.17 1/1/2006
6716737041 6 Primary PUD Detached 360 353 53.08 6 8/1/2005 2/1/2006 7/1/2035 3,405.45 1/1/2006
6772399140 6 Primary SFR 360 352 73.48 5.875 7/1/2005 2/1/2006 6/1/2035 3,064.17 1/1/2006
6807258832 6 Primary SFR 360 353 76.36 5.875 8/1/2005 2/1/2006 7/1/2035 2,484.46 1/1/2006
6820239496 6 Primary Condo - High 360 353 80 5.75 8/1/2005 2/1/2006 7/1/2035 5,135.45 1/1/2006
6823852717 6 Primary Condo - High 360 352 80 5.875 7/1/2005 3/1/2006 6/1/2035 3,383.60 2/1/2006
6833961383 6 Primary PUD Detached 360 353 79.65 5.875 8/1/2005 3/1/2006 7/1/2035 2,661.93 2/1/2006
6840781451 6 Primary PUD Detached 360 354 73.33 5.875 9/1/2005 2/1/2006 8/1/2035 2,602.77 1/1/2006
6854751911 6 Primary SFR 360 353 51.65 6 8/1/2005 2/1/2006 7/1/2035 5,264.06 1/1/2006
6888739601 6 Primary SFR 360 353 80 5.75 8/1/2005 2/1/2006 7/1/2035 2,451.01 1/1/2006
6895203062 6 Primary PUD Detached 360 354 70 5.75 9/1/2005 2/1/2006 8/1/2035 2,451.01 1/1/2006
6925632561 6 Primary SFR 360 353 80 5.875 8/1/2005 2/1/2006 7/1/2035 2,834.65 1/1/2006
6947176936 6 Secondary Condo - High 360 353 73.33 5.875 8/1/2005 2/1/2006 7/1/2035 3,253.46 1/1/2006
6950674785 6 Primary SFR 360 353 79.53 5.875 8/1/2005 2/1/2006 7/1/2035 3,194.31 1/1/2006
6962458961 6 Primary PUD Detached 360 353 70 5.875 8/1/2005 2/1/2006 7/1/2035 2,567.28 1/1/2006
6976294543 6 Primary SFR 360 354 47.83 5.75 9/1/2005 2/1/2006 8/1/2035 6,419.31 1/1/2006
6982482561 6 Primary Condo - High 360 354 74 5.875 9/1/2005 3/1/2006 8/1/2035 4,377.38 2/1/2006
6993064903 6 Primary SFR 360 353 70.15 5.75 8/1/2005 2/1/2006 7/1/2035 2,742.80 1/1/2006
6053615008 6 Primary SFR 360 354 80 5.875 9/1/2005 3/1/2006 8/1/2035 3,123.32 2/1/2006
6119818281 6 Secondary SFR 360 355 64.62 5.75 10/1/2005 2/1/2006 9/1/2035 7,353.02 1/1/2006
6180093285 6 Primary SFR 360 355 39.22 5.875 10/1/2005 2/1/2006 9/1/2035 5,915.38 1/1/2006
6224861879 6 Primary PUD Detached 360 355 80 5.875 10/1/2005 3/1/2006 9/1/2035 3,194.31 2/1/2006
6280137784 6 Primary SFR 360 355 41.67 5.625 10/1/2005 2/1/2006 9/1/2035 2,878.29 1/1/2006
6335358138 6 Secondary Condo - High 360 354 70 5.875 9/1/2005 2/1/2006 8/1/2035 3,064.17 1/1/2006
6382559851 6 Primary SFR 360 355 69.44 5.75 10/1/2005 3/1/2006 9/1/2035 7,294.67 2/1/2006
6431632170 6 Primary PUD Detached 360 355 59.62 5.875 10/1/2005 2/1/2006 9/1/2035 2,768.40 1/1/2006
6540072581 6 Primary Condo - High 360 354 69.28 5.875 9/1/2005 2/1/2006 8/1/2035 3,401.35 1/1/2006
6595372407 6 Primary SFR 360 354 80 5.75 9/1/2005 2/1/2006 8/1/2035 2,474.35 1/1/2006
6617895435 6 Primary SFR 360 354 80 5.875 9/1/2005 2/1/2006 8/1/2035 3,028.68 1/1/2006
6630578513 6 Primary SFR 360 354 65 5.75 9/1/2005 3/1/2006 8/1/2035 7,965.78 2/1/2006
6719689256 6 Primary SFR 360 355 68.84 5.875 10/1/2005 3/1/2006 9/1/2035 5,619.61 2/1/2006
6780907009 6 Primary SFR 360 354 62.87 5.875 9/1/2005 2/1/2006 8/1/2035 2,789.11 1/1/2006
6797564967 6 Primary SFR 360 355 50.27 6 10/1/2005 2/1/2006 9/1/2035 6,631.03 1/1/2006
LOANID OBAL COBAL PURPOSE DOC OAPPVAL FRTRDATE CEILING FLOOR
--------------------------------------------------------------------------------------------------------------------------
3302207968 440,000.00 436,433.82 Purchase Standard 552,000.00 00/00/0000 0 0
3302234715 556,000.00 552,475.00 Purchase Rapid 704,000.00 00/00/0000 0 0
3302296482 559,200.00 555,149.99 Purchase Standard 700,000.00 00/00/0000 0 0
3302307503 829,640.00 823,772.91 R/T Refi Rapid 1,150,000.00 00/00/0000 0 0
3302368018 460,000.00 456,508.82 Purchase Standard 600,000.00 00/00/0000 0 0
3302379890 878,800.00 872,435.24 Purchase Rapid 1,098,500.00 00/00/0000 0 0
3302386572 563,000.00 558,922.44 Purchase Standard 745,000.00 00/00/0000 0 0
3302403344 620,000.00 615,509.62 Purchase Standard 780,000.00 00/00/0000 0 0
3302479054 534,720.00 530,847.22 R/T Refi Standard 675,000.00 00/00/0000 0 0
6002940655 496,000.00 492,928.44 Purchase Reduced 620,000.00 00/00/0000 0 0
6029181358 550,000.00 545,922.06 C/O Refi Rapid 1,150,000.00 00/00/0000 0 0
6050527412 640,000.00 634,597.62 Purchase SISA 820,000.00 00/00/0000 0 0
6063813627 473,200.00 468,990.06 Purchase Standard 728,000.00 00/00/0000 0 0
6076059135 560,000.00 556,532.07 C/O Refi Standard 700,000.00 00/00/0000 0 0
6122178186 1,220,800.00 1,213,239.99 R/T Refi Rapid 1,800,000.00 00/00/0000 0 0
6125036589 448,000.00 444,678.36 C/O Refi Reduced 643,000.00 00/00/0000 0 0
6134009551 420,000.00 417,399.08 C/O Refi Rapid 660,000.00 00/00/0000 0 0
6151814719 688,000.00 682,898.88 Purchase Rapid 860,000.00 00/00/0000 0 0
6164314707 555,000.00 549,257.89 C/O Refi Standard 750,000.00 00/00/0000 0 0
6176175906 525,000.00 521,487.75 C/O Refi Rapid 700,000.00 00/00/0000 0 0
6194663313 717,600.00 713,050.49 Purchase Rapid 898,000.00 00/00/0000 0 0
6253580580 675,000.00 669,995.32 C/O Refi Standard 1,340,000.00 00/00/0000 0 0
6261955493 510,000.00 506,766.61 C/O Refi Rapid 715,000.00 00/00/0000 0 0
6265121597 729,000.00 722,069.56 C/O Refi Rapid 1,150,000.00 00/00/0000 0 0
6276634554 587,000.00 582,647.74 R/T Refi Standard 900,000.00 00/00/0000 0 0
6277209711 620,000.00 615,403.06 Purchase Standard 775,000.00 00/00/0000 0 0
6287350141 442,400.00 439,195.88 Purchase Rapid 553,000.00 00/00/0000 0 0
6319694110 603,000.00 598,734.40 C/O Refi Rapid 1,100,000.00 00/00/0000 0 0
6323386331 900,000.00 893,633.42 Purchase Rapid 1,675,000.00 00/00/0000 0 0
6391549927 715,000.00 709,698.71 R/T Refi Rapid 915,000.00 00/00/0000 0 0
6394597584 592,000.00 587,646.74 Purchase Standard 740,000.00 00/00/0000 0 0
6396169309 470,000.00 467,089.46 Purchase Standard 932,700.00 00/00/0000 0 0
6430975455 530,000.00 525,881.46 R/T Refi SISA 1,000,000.00 00/00/0000 0 0
6439198992 424,000.00 421,311.88 Purchase Standard 530,000.00 00/00/0000 0 0
6482992283 434,000.00 431,309.64 C/O Refi Rapid 620,000.00 00/00/0000 0 0
6500498958 522,000.00 518,472.96 R/T Refi Rapid 745,000.00 00/00/0000 0 0
6503901982 999,999.00 993,659.07 Purchase Rapid 2,250,000.00 00/00/0000 0 0
6506084141 435,000.00 431,849.51 Purchase Rapid 962,000.00 00/00/0000 0 0
6512801082 480,000.00 475,948.23 C/O Refi Standard 610,000.00 00/00/0000 0 0
6532604540 441,000.00 438,269.00 Purchase Standard 641,000.00 00/00/0000 0 0
6576227315 440,000.00 437,144.38 Purchase Standard 555,000.00 00/00/0000 0 0
6596383726 428,000.00 425,349.51 R/T Refi SISA 938,000.00 00/00/0000 0 0
6602088541 530,000.00 526,516.38 Purchase Rapid 1,730,000.00 00/00/0000 0 0
6603675858 800,000.00 795,045.85 R/T Refi Rapid 1,100,000.00 00/00/0000 0 0
6605682688 460,000.00 457,083.63 C/O Refi Standard 815,000.00 00/00/0000 0 0
6643891028 577,000.00 572,721.89 C/O Refi Rapid 805,000.00 00/00/0000 0 0
6654594776 450,000.00 446,177.72 Purchase Standard 1,150,000.00 00/00/0000 0 0
6667701111 460,000.00 455,734.97 Purchase Standard 920,000.00 00/00/0000 0 0
6671635305 475,940.70 471,190.97 R/T Refi All Ready Home 1,275,000.00 00/00/0000 0 0
6674171621 450,500.00 447,413.45 C/O Refi Standard 640,000.00 00/00/0000 0 0
6708205015 585,000.00 580,763.12 Purchase Standard 922,000.00 00/00/0000 0 0
6712892659 364,800.00 361,402.00 Purchase Standard 458,000.00 00/00/0000 0 0
6716737041 568,000.00 563,981.98 R/T Refi SISA 1,070,000.00 00/00/0000 0 0
6772399140 518,000.00 513,701.87 C/O Refi Rapid 705,000.00 00/00/0000 0 0
6807258832 420,000.00 416,958.14 C/O Refi Standard 550,000.00 00/00/0000 0 0
6820239496 880,000.00 873,475.32 Purchase SISA 1,300,000.00 00/00/0000 0 0
6823852717 572,000.00 194,420.98 Purchase Rapid 715,000.00 00/00/0000 0 0
6833961383 450,000.00 433,240.78 C/O Refi Rapid 565,000.00 00/00/0000 0 0
6840781451 440,000.00 437,275.23 C/O Refi Rapid 600,000.00 00/00/0000 0 0
6854751911 878,000.00 871,605.71 Purchase SISA 1,700,000.00 00/00/0000 0 0
6888739601 420,000.00 415,665.67 Purchase Standard 530,000.00 00/00/0000 0 0
6895203062 420,000.00 417,337.22 C/O Refi Standard 600,000.00 00/00/0000 0 0
6925632561 479,200.00 475,729.38 Purchase Standard 600,000.00 00/00/0000 0 0
6947176936 550,000.00 546,016.61 Purchase Rapid 750,000.00 00/00/0000 0 0
6950674785 540,000.00 536,089.01 C/O Refi Rapid 679,000.00 00/00/0000 0 0
6962458961 434,000.00 428,215.53 C/O Refi SISA 620,000.00 00/00/0000 0 0
6976294543 1,100,000.00 1,093,026.06 R/T Refi Rapid 2,300,000.00 00/00/0000 0 0
6982482561 740,000.00 730,860.15 R/T Refi Rapid 1,000,000.00 00/00/0000 0 0
6993064903 470,000.00 466,515.21 Purchase Standard 670,000.00 00/00/0000 0 0
6053615008 528,000.00 524,018.28 Purchase Standard 670,000.00 00/00/0000 0 0
6119818281 1,260,000.00 1,253,359.06 R/T Refi Rapid 1,950,000.00 00/00/0000 0 0
6180093285 1,000,000.00 994,852.10 C/O Refi Standard 2,550,000.00 00/00/0000 0 0
6224861879 540,000.00 537,220.11 Purchase Standard 675,000.00 00/00/0000 0 0
6280137784 500,000.00 497,302.13 C/O Refi Standard 1,200,000.00 00/00/0000 0 0
6335358138 518,000.00 514,792.20 C/O Refi Rapid 740,000.00 00/00/0000 0 0
6382559851 1,250,000.00 1,243,214.70 R/T Refi Rapid 1,800,000.00 00/00/0000 0 0
6431632170 468,000.00 465,590.78 C/O Refi Reduced 785,000.00 00/00/0000 0 0
6540072581 575,000.00 571,439.18 R/T Refi Rapid 830,000.00 00/00/0000 0 0
6595372407 424,000.00 421,311.88 Purchase Rapid 530,000.00 00/00/0000 0 0
6617895435 512,000.00 508,829.33 Purchase Standard 647,000.00 00/00/0000 0 0
6630578513 1,365,000.00 1,356,345.98 R/T Refi Standard 2,100,000.00 00/00/0000 0 0
6719689256 950,000.00 945,109.50 R/T Refi Standard 1,380,000.00 00/00/0000 0 0
6780907009 471,500.00 468,580.12 R/T Refi Rapid 750,000.00 00/00/0000 0 0
6797564967 1,106,000.00 1,100,439.51 R/T Refi Rapid 2,200,000.00 00/00/0000 0 0
LOANID CAPINT MARGIN INDEX ODATE ORIGINATOR SERVICER LPMI SVCFEE
------------------------------------------------------------------------------------------------------------
3302207968 0 0 FIX 5/27/2005 Bank of America Bank of America 0 0.25
3302234715 0 0 FIX 7/8/2005 Bank of America Bank of America 0 0.25
3302296482 0 0 FIX 6/10/2005 Bank of America Bank of America 0 0.25
3302307503 0 0 FIX 7/1/2005 Bank of America Bank of America 0 0.25
3302368018 0 0 FIX 6/23/2005 Bank of America Bank of America 0 0.25
3302379890 0 0 FIX 6/7/2005 Bank of America Bank of America 0 0.25
3302386572 0 0 FIX 6/30/2005 Bank of America Bank of America 0 0.25
3302403344 0 0 FIX 6/30/2005 Bank of America Bank of America 0 0.25
3302479054 0 0 FIX 6/27/2005 Bank of America Bank of America 0 0.25
6002940655 0 0 FIX 7/14/2005 Bank of America Bank of America 0 0.25
6029181358 0 0 FIX 6/10/2005 Bank of America Bank of America 0 0.25
6050527412 0 0 FIX 7/13/2005 Bank of America Bank of America 0 0.25
6063813627 0 0 FIX 7/1/2005 Bank of America Bank of America 0 0.25
6076059135 0 0 FIX 7/8/2005 Bank of America Bank of America 0 0.25
6122178186 0 0 FIX 7/20/2005 Bank of America Bank of America 0 0.25
6125036589 0 0 FIX 6/17/2005 Bank of America Bank of America 0 0.25
6134009551 0 0 FIX 7/7/2005 Bank of America Bank of America 0 0.25
6151814719 0 0 FIX 6/20/2005 Bank of America Bank of America 0 0.25
6164314707 0 0 FIX 6/20/2005 Bank of America Bank of America 0 0.25
6176175906 0 0 FIX 7/11/2005 Bank of America Bank of America 0 0.25
6194663313 0 0 FIX 7/22/2005 Bank of America Bank of America 0 0.25
6253580580 0 0 FIX 6/24/2005 Bank of America Bank of America 0 0.25
6261955493 0 0 FIX 7/12/2005 Bank of America Bank of America 0 0.25
6265121597 0 0 FIX 6/22/2005 Bank of America Bank of America 0 0.25
6276634554 0 0 FIX 6/27/2005 Bank of America Bank of America 0 0.25
6277209711 0 0 FIX 6/27/2005 Bank of America Bank of America 0 0.25
6287350141 0 0 FIX 6/30/2005 Bank of America Bank of America 0 0.25
6319694110 0 0 FIX 6/23/2005 Bank of America Bank of America 0 0.25
6323386331 0 0 FIX 6/29/2005 Bank of America Bank of America 0 0.25
6391549927 0 0 FIX 6/20/2005 Bank of America Bank of America 0 0.25
6394597584 0 0 FIX 7/5/2005 Bank of America Bank of America 0 0.25
6396169309 0 0 FIX 7/1/2005 Bank of America Bank of America 0 0.25
6430975455 0 0 FIX 7/7/2005 Bank of America Bank of America 0 0.25
6439198992 0 0 FIX 7/15/2005 Bank of America Bank of America 0 0.25
6482992283 0 0 FIX 7/11/2005 Bank of America Bank of America 0 0.25
6500498958 0 0 FIX 7/21/2005 Bank of America Bank of America 0 0.25
6503901982 0 0 FIX 7/15/2005 Bank of America Bank of America 0 0.25
6506084141 0 0 FIX 6/24/2005 Bank of America Bank of America 0 0.25
6512801082 0 0 FIX 6/29/2005 Bank of America Bank of America 0 0.25
6532604540 0 0 FIX 7/13/2005 Bank of America Bank of America 0 0.25
6576227315 0 0 FIX 7/21/2005 Bank of America Bank of America 0 0.25
6596383726 0 0 FIX 7/19/2005 Bank of America Bank of America 0 0.25
6602088541 0 0 FIX 7/2/2005 Bank of America Bank of America 0 0.25
6603675858 0 0 FIX 7/8/2005 Bank of America Bank of America 0 0.25
6605682688 0 0 FIX 7/8/2005 Bank of America Bank of America 0 0.25
6643891028 0 0 FIX 6/30/2005 Bank of America Bank of America 0 0.25
6654594776 0 0 FIX 5/17/2005 Bank of America Bank of America 0 0.25
6667701111 0 0 FIX 7/18/2005 Bank of America Bank of America 0 0.25
6671635305 0 0 FIX 6/20/2005 Bank of America Bank of America 0 0.25
6674171621 0 0 FIX 6/24/2005 Bank of America Bank of America 0 0.25
6708205015 0 0 FIX 6/24/2005 Bank of America Bank of America 0 0.25
6712892659 0 0 FIX 4/25/2005 Bank of America Bank of America 0 0.25
6716737041 0 0 FIX 6/24/2005 Bank of America Bank of America 0 0.25
6772399140 0 0 FIX 5/20/2005 Bank of America Bank of America 0 0.25
6807258832 0 0 FIX 6/29/2005 Bank of America Bank of America 0 0.25
6820239496 0 0 FIX 6/29/2005 Bank of America Bank of America 0 0.25
6823852717 0 0 FIX 6/3/2005 Bank of America Bank of America 0 0.25
6833961383 0 0 FIX 6/20/2005 Bank of America Bank of America 0 0.25
6840781451 0 0 FIX 7/11/2005 Bank of America Bank of America 0 0.25
6854751911 0 0 FIX 6/27/2005 Bank of America Bank of America 0 0.25
6888739601 0 0 FIX 6/27/2005 Bank of America Bank of America 0 0.25
6895203062 0 0 FIX 7/8/2005 Bank of America Bank of America 0 0.25
6925632561 0 0 FIX 6/30/2005 Bank of America Bank of America 0 0.25
6947176936 0 0 FIX 6/10/2005 Bank of America Bank of America 0 0.25
6950674785 0 0 FIX 6/9/2005 Bank of America Bank of America 0 0.25
6962458961 0 0 FIX 6/28/2005 Bank of America Bank of America 0 0.25
6976294543 0 0 FIX 7/18/2005 Bank of America Bank of America 0 0.25
6982482561 0 0 FIX 7/13/2005 Bank of America Bank of America 0 0.25
6993064903 0 0 FIX 6/27/2005 Bank of America Bank of America 0 0.25
6053615008 0 0 FIX 8/1/2005 Bank of America Bank of America 0 0.25
6119818281 0 0 FIX 7/29/2005 Bank of America Bank of America 0 0.25
6180093285 0 0 FIX 8/16/2005 Bank of America Bank of America 0 0.25
6224861879 0 0 FIX 8/18/2005 Bank of America Bank of America 0 0.25
6280137784 0 0 FIX 8/17/2005 Bank of America Bank of America 0 0.25
6335358138 0 0 FIX 7/29/2005 Bank of America Bank of America 0 0.25
6382559851 0 0 FIX 8/4/2005 Bank of America Bank of America 0 0.25
6431632170 0 0 FIX 8/1/2005 Bank of America Bank of America 0 0.25
6540072581 0 0 FIX 7/25/2005 Bank of America Bank of America 0 0.25
6595372407 0 0 FIX 7/13/2005 Bank of America Bank of America 0 0.25
6617895435 0 0 FIX 8/2/2005 Bank of America Bank of America 0 0.25
6630578513 0 0 FIX 7/28/2005 Bank of America Bank of America 0 0.25
6719689256 0 0 FIX 8/18/2005 Bank of America Bank of America 0 0.25
6780907009 0 0 FIX 7/29/2005 Bank of America Bank of America 0 0.25
6797564967 0 0 FIX 8/10/2005 Bank of America Bank of America 0 0.25
EXHIBIT E
REQUEST FOR RELEASE OF DOCUMENTS
February 27, 2006
To: U.S. Bank National Association
4527 Metropolitan Ct., Suite C
Frederick, MD 21704
Attention: Tina Radtke
Re: The Pooling and Servicing Agreement dated February 27, 2006, among Banc of
America Funding Corporation, as Depositor, Wells Fargo Bank, N.A., as
Securities Administrator and Master Servicer, and U.S. Bank National
Association, as Trustee.
In connection with the administration of the Mortgage Loans held by you, as
Custodian, pursuant to the above-captioned Pooling and Servicing Agreement, we
request the release, and hereby acknowledge receipt, of the Mortgage File for
the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one)
____ 1. Mortgage Paid in Full
____ 2. Foreclosure
____ 3. Substitution
____ 4. Other Liquidation
____ 5. Nonliquidation Reason: ___________________
By:
------------------------------------
(authorized signer of Bank of
America, National Association)
Issuer:
--------------------------------
E-1
Address:
-------------------------------
----------------------------------------
Date:
----------------------------------
Custodian
U.S. Bank National Association
Please acknowledge the execution of the above request by your signature and date
below:
------------------------------------ ----------------------------------------
Signature Date
Documents returned to Custodian:
----------------------------------- ----------------------------------------
Custodian Date
E-2
EXHIBIT F
FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT
February 27, 2006
[_______________] hereby certifies that it has established a [__________]
Account pursuant to Section [________] of the Pooling and Servicing Agreement,
dated February 27, 2006, among Banc of America Funding Corporation, as
Depositor, Wells Fargo Bank, N.A., as Securities Administrator and Master
Servicer, and U.S. Bank National Association, as Trustee.
[____________________],
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
F-1
EXHIBIT G-1
FORM OF TRANSFEROR'S CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services - BAFC 2006-2
Re: Banc of America Funding Corporation, Mortgage Pass-Through Certificates,
Series 2006-2, Class ___, having an initial aggregate Certificate Balance as
of February 27, 2006 of $___________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[______________] (the "Transferor") to [______________] (the "Transferee") of
the captioned Certificates (the "Transferred Certificates"), pursuant to Section
6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated February 27, 2006, among Banc of America Funding Corporation,
as Depositor, Wells Fargo Bank, N.A., as Securities Administrator and Master
Servicer, and U.S. Bank National Association, as Trustee. All capitalized terms
used herein and not otherwise defined shall have the respective meanings set
forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, as Securities Administrator, that:
1. The Transferor is the lawful owner of the Transferred Certificates
with the full right to transfer such Certificates free from any and all
claims and encumbrances whatsoever.
2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security to any person in any manner, (b) solicited any offer
to buy or accept a transfer, pledge or other disposition of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security from any person in any manner, (c) otherwise approached or
negotiated with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security with any person in
any manner, (d) made any general solicitation with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security by means of general advertising or in any other
manner, or (e) taken any other action with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security, which (in the case of any of the acts described in clauses (a)
through (e) hereof) would constitute a distribution of the Transferred
Certificates under the Securities Act of 1933, as amended (the "1933 Act"),
would render the disposition of the Transferred Certificates a violation of
Section 5 of the 1933 Act or
G-1-1
any state securities laws, or would require registration or qualification
of the Transferred Certificates pursuant to the 1933 Act or any state
securities laws.
Very truly yours,
----------------------------------------
(Transferor)
By:
------------------------------------
Name:
----------------------------------
Title:
----------------------------------
G-1-2
EXHIBIT G-2A
FORM 1 OF TRANSFEREE'S CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services - BAFC 2006-2
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2006-2, Class ___, having an initial aggregate
Certificate Balance as of February 27, 2006 of $_________]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________] (the "Transferor") to [_________________________________] (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated February 27, 2006, among Banc of America
Funding Corporation, as Depositor, Wells Fargo Bank, N.A., as Securities
Administrator and Master Servicer, and U.S. Bank National Association, as
Trustee. All capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Securities
Administrator, that:
1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
under the Securities Act of 1933, as amended (the "1933 Act"), and has
completed one of the forms of certification to that effect attached hereto
as Annex 1 and Annex 2. The Transferee is aware that the sale to it is
being made in reliance on Rule 144A. The Transferee is acquiring the
Transferred Certificates for its own account or for the account of another
Qualified Institutional Buyer, and understands that such Transferred
Certificates may be resold, pledged or transferred only (a) to a person
reasonably believed to be a Qualified Institutional Buyer that purchases
for its own account or for the account of another Qualified Institutional
Buyer to whom notice is given that the resale, pledge or transfer is being
made in reliance on Rule 144A, or (b) pursuant to another exemption from
registration under the 1933 Act.
2. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions
thereon, (c) the nature, performance and servicing of the Mortgage Loans,
(d) the Pooling and Servicing Agreement and the Trust created pursuant
thereto, (e) any credit enhancement mechanism
G-2A-1
associated with the Transferred Certificate, and (f) all related matters,
that it has requested.
3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
----------------------------------------
(Transferor)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
G-2A-2
Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
----------------------------------------
(Nominee)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
G-2A-3
ANNEX 1 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned hereby certifies as follows to [__________________] (the
"Transferor") Wells Fargo Bank, N.A., as Securities Administrator with respect
to the mortgage pass-through certificates (the "Transferred Certificates")
described in the Transferee certificate to which this certification relates and
to which this certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").
2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended,
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________(1) in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.
___ Corporation, etc. The Transferee is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or any organization described in
Section 501(c)(3) of the Internal Revenue Code of 1986.
___ Bank. The Transferee (a) is a national bank or a banking institution
organized under the laws of any state, U.S. territory or the District
of Columbia, the business of which is substantially confined to
banking and is supervised by the state or territorial banking
commission or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of
which is attached hereto, as of a date not more than 16 months
preceding the date of sale of the Transferred Certificates in the case
of a U.S. bank, and not more than 18 months preceding such date of
sale in the case of a foreign bank or equivalent institution.
___ Savings and Loan. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised and
examined by a state or federal authority having supervision over any
such institutions, or is a foreign savings and loan
----------
(1) Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that
case, Transferee must own and/or invest on a discretionary basis at least
$10,000,000 in securities.
G-2A-4
association or equivalent institute and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not more
than 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. savings and loan association, and
not more than 18 months preceding such date of sale in the case of a
foreign savings and loan association or equivalent institution.
___ Broker-dealer. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
___ Insurance Company. The Transferee is an insurance company whose
primary and predominant business activity is the writing of insurance
or the reinsuring of risks underwritten by insurance companies and
which is subject to supervision by the insurance commissioner or a
similar official or agency of a state, U.S. territory or the District
of Columbia.
___ State or Local Plan. The Transferee is a plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of the state or its political subdivisions, for the
benefit of its employees.
___ ERISA Plan. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of
1974.
___ Investment Advisor. The Transferee is an investment advisor registered
under the Investment Advisers Act of 1940.
___ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under subsection
(a)(1) of Rule 144A pursuant to which it qualifies. Note that
registered investment companies should complete Annex 2 rather than
this Annex 1.)
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are part
of an unsold allotment to or subscription by the Transferee, if the Transferee
is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee did not
include any of the securities referred to in this paragraph.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market.
G-2A-5
Further, in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the Transferred
Yes No Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.
Print Name of Transferee
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Date:
----------------------------------
G-2A-6
ANNEX 2 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to [_________________] (the
"Transferor") Wells Fargo Bank, N.A., as Securities Administrator, with respect
to the mortgage pass-through certificates (the "Transferred Certificates")
described in the Transferee certificate to which this certification relates and
to which this certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee's Family of
Investment Companies owned, at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee's Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.
____ The Transferee owned and/or invested on a discretionary basis
$__________ in securities (other than the excluded securities referred
to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).
____ The Transferee is part of a Family of Investment Companies which owned
in the aggregate $__________________ in securities (other than the
excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
G-2A-7
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the Transferred
Yes No Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.
7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
Print Name of Transferee or Adviser
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
IF AN ADVISER:
Print Name of Transferee
By:
------------------------------------
Date:
----------------------------------
G-2A-8
EXHIBIT G-2B
FORM 2 OF TRANSFEREE'S CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services - BAFC 2006-2
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2006-2, Class ___, having an initial aggregate
Certificate Principal Balance as of February 27, 2006 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to
[_________________________________] (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
February 27, 2006, among Banc of America Funding Corporation, as Depositor,
Wells Fargo Bank, N.A., as Securities Administrator and Master Servicer, and
U.S. Bank National Association, as Trustee. All capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Securities Administrator, that:
1. Transferee is acquiring the Transferred Certificates for its own account
for investment and not with a view to or for sale or transfer in connection with
any distribution thereof, in whole or in part, in any manner which would violate
the Securities Act of 1933, as amended (the "1933 Act"), or any applicable state
securities laws.
2. Transferee understands that (a) the Transferred Certificates have not
been and will not be registered under the 1933 Act or registered or qualified
under any applicable state securities laws, (b) neither the Depositor nor the
Securities Administrator is obligated so to register or qualify the Transferred
Certificates and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless such resale or transfer is exempt from the registration requirements of
the 1933 Act and any applicable state securities laws or is made in accordance
with the 1933 Act and laws, in which case (i) unless the transfer is made in
reliance on Rule 144A under the 1933 Act, the Securities Administrator or the
Depositor may require a written Opinion of Counsel (which may be in-house
counsel) acceptable to and in form and substance reasonably satisfactory to the
Securities Administrator and the Depositor that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from the 1933 Act and such laws or is being made pursuant to the 1933
Act and such laws, which Opinion of Counsel shall not be an
G-2B-1
expense of the Securities Administrator or the Depositor and (ii) the Securities
Administrator shall require a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached to the Pooling and
Servicing Agreement as Exhibit G-1 and a certificate from such
Certificateholder's prospective transferee substantially in the form attached to
the Pooling and Servicing Agreement either as Exhibit G-2A or as Exhibit G-2B,
which certificates shall not be an expense of the Securities Administrator or
the Depositor; provided that the foregoing requirements under clauses (i) and
(ii) shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both.
3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates, any security issued in exchange therefor or in
lieu thereof or any interest in the foregoing except in compliance with the
provisions of Section 6.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND
IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT
REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL
RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT
IN "PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR
SIMILAR LAW. TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE
TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR EITHER (I) A
REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE SECURITIES
ADMINISTRATOR, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF,
ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE
OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS
SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE
IS NO BENEFIT PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL
ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF
OF SUCH BENEFIT PLAN AND ALL OTHER BENEFIT PLANS MAINTAINED BY THE SAME
EMPLOYER (OR
G-2B-2
AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE
SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND
LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER
SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT
HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60
APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT THAT THE PURCHASE OR HOLDING
OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA,
SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR,
THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE TO ANY
OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE
REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE UNLESS SUCH
PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF
COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE SECURITIES
ADMINISTRATOR. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY
ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS
WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security with any person in any manner, (d) made any general solicitation by
means of general advertising or in any other manner, or (e) taken any other
action, that (in the case of any of the acts described in clauses (a) through
(d) above) would constitute a distribution of the Transferred Certificates under
the 1933 Act, would render the disposition of the Transferred Certificates a
violation of Section 5 of the 1933 Act or any state securities law or would
require registration or qualification of the Transferred Certificates pursuant
thereto. The Transferee will not act, nor has it authorized nor will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to the Transferred Certificates, any interest in the Transferred
Certificates or any other similar security.
5. The Transferee has been furnished with all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust created
G-2B-3
pursuant thereto, (e) any credit enhancement mechanism associated with the
Transferred Certificates, and (f) all related matters, that it has requested.
6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity
in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.
7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
----------------------------------------
(Transferee)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Date:
----------------------------------
G-2B-4
Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
----------------------------------------
(Nominee)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
G-2B-5
EXHIBIT H
FORM OF TRANSFEREE REPRESENTATION LETTER
FOR ERISA RESTRICTED CERTIFICATES
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services - BAFC 2006-2
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2006-2, Class ___, having an initial aggregate
Certificate Principal Balance as of February 27, 2006 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to
[________________________________] (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
February 27, 2006, among Banc of America Funding Corporation, as Depositor,
Wells Fargo Bank, N.A., as Securities Administrator and Master Servicer, and
U.S. Bank National Association, as Trustee. All capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as
Securities Administrator, either that:
(a) it is not, and is not acting on behalf of, an employee benefit plan or
arrangement, including an individual retirement account, subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the Internal
Revenue Code of 1986, as amended (the "Code"), or any federal, state or local
law ("Similar Law") which is similar to ERISA or the Code (collectively, a
"Plan"), and it is not using the assets of any such Plan to effect the purchase
of the Transferred Certificates; or
(b) with respect to the Class B-4, Class B-5, Class B-6, Class X-B-4, Class
X-B-5 and Class X-B-6 Certificates, it is an insurance company and the source of
funds used to purchase the Transferred Certificates is an "insurance company
general account" (as defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), there is no
Plan with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
H-1
acquisition and all Plans that have an interest in such general account are
Plans to which PTE 95-60 applies.
Capitalized terms used in and not otherwise defined herein shall have the
meaning assigned to them in the Pooling and Servicing Agreement.
Very truly yours,
----------------------------------------
(Transferee)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Date:
----------------------------------
H-2
EXHIBIT I
FORM OF AFFIDAVIT REGARDING TRANSFER OF
RESIDUAL CERTIFICATE
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2006-2
STATE OF )
) ss:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as follows:
1. The undersigned is an officer of _______________________________, the
proposed transferee (the "Transferee") of the Class 2-A-R Certificate (the
"Residual Certificate") issued pursuant to the Pooling and Servicing Agreement,
dated February 27, 2006, among Banc of America Funding Corporation, as
Depositor, Wells Fargo Bank, N.A., as Securities Administrator and Master
Servicer, and U.S. Bank National Association, as Trustee. Capitalized terms used
but not defined herein shall have the meanings ascribed to such terms in the
Agreement. The Transferee has authorized the undersigned to make this affidavit
on behalf of the Transferee.
2. The Transferee is, as of the date hereof, and will be, as of the date of
the transfer, a Permitted Transferee. The Transferee is acquiring the Residual
Certificate either (i) for its own account or (ii) as nominee, trustee or agent
for another Person who is a Permitted Transferee and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a tax will
be imposed on Transfers of the Residual Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
transfer, such Person does not have actual knowledge that the affidavit is
false.
4. The Transferee has been advised of, and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time during
the taxable year of the pass-through entity a Person that is not a Permitted
Transferee is the record Holder of an interest in such entity. The Transferee
understands that, other than in the case of an "electing large partnership"
under Section 775 of the Code, such tax will not be imposed for any period with
respect to which the record Holder furnishes to the pass-through entity an
affidavit that such record Holder is a Permitted Transferee and the pass-through
entity does not have actual
I-1
knowledge that such affidavit is false. (For this purpose, a "pass-through
entity" includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives
and, except as may be provided in Treasury Regulations, persons holding
interests in pass-through entities as a nominee for another Person.)
5. The Transferee has reviewed the provisions of Section 6.02 of the
Agreement and understands the legal consequences of the acquisition of the
Residual Certificate including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding the transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 6.02 of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the transfer
to the Transferee contemplated hereby null and void.
6. The Transferee agrees to require a transfer affidavit in the form of
this Affidavit from any Person to whom the Transferee attempts to transfer the
Residual Certificate, and in connection with any transfer by a Person for whom
the Transferee is acting as nominee, trustee or agent, and the Transferee will
not transfer the Residual Certificate or cause the Residual Certificate to be
transferred to any Person that the Transferee knows is not a Permitted
Transferee.
7. The Transferee historically has paid its debts as they have become due,
and it intends to do so in the future.
8. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the Residual
Certificate.
9. The taxpayer identification number of the Transferee's nominee is
___________.
10. The Transferee is a (i) U.S. Person as defined in Code Section
7701(a)(30) or (ii) (A) the Transferee holds the Residual Certificate in
connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Securities Administrator with an effective
Internal Revenue Service Form W-8ECI (or successor thereto) or (B) the
Transferee has delivered to both the transferor and the Securities Administrator
an Opinion of Counsel from a nationally-recognized tax counsel to the effect
that such transfer is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Residual
Certificate will not be disregarded for federal income tax purposes..
11. The Transferee is aware that the Residual Certificate may be a
"noneconomic residual interest" within the meaning of Treasury Regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.
I-2
12. The Transferee will not cause income from the Residual Certificate to
be attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other U.S.
Person.
13. If the Transferee is purchasing the Residual Certificate in a transfer
intended to meet the safe harbor provisions of Treasury Regulations Sections
1.860E-1(c), the Transferee has executed and attached Attachment A hereto.
I-3
14. The Transferee is not an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code or any
federal, state or local law which is similar to ERISA or the Code, and the
Transferee is not acting on behalf of such a plan or arrangement.
15. The Transferee understands that it may incur tax liabilities with
respect to the Residual Certificate in excess of cash flows generated thereby.
16. The Transferee intends to pay taxes associated with holding the
Residual Certificate as such taxes become due.
* * *
I-4
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer this _____ day of ________________, ____.
Print Name of Transferee
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Personally appeared before me the above-named ____________________________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the _______________________ of the Transferee, and
acknowledged that he executed the same as his free act and deed and the free act
and deed of the Transferee.
Subscribed and sworn before me this _____ day of _______________________,
____
----------------------------------------
NOTARY PUBLIC
My Commission expires the ____ day of
______________, ____
I-5
ATTACHMENT A
to
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, AND FOR NON-ERISA INVESTORS
Check the appropriate box:
The consideration paid to the Transferee to acquire the Residual
Certificate equals or exceeds the excess of (a) the present value of the
anticipated tax liabilities over (b) the present value of the anticipated
savings associated with holding such Residual Certificate, in each case
calculated in accordance with U.S. Treasury Regulations Sections
1.860E-1(c)(7) and (8), computing present values using a discount rate
equal to the short-term Federal rate prescribed by Section 1274(d) of the
Code and the compounding period used by the Transferee.
OR
The transfer of the Residual Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:
(i) the Transferee is an "eligible corporation," as defined in U.S.
Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
from Residual Certificate will only be taxed in the United States;
(ii) at the time of the transfer, and at the close of the Transferee's two
fiscal years preceding the year of the transfer, the Transferee had
gross assets for financial reporting purposes (excluding any
obligation of a person related to the Transferee within the meaning of
U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of
$100 million and net assets in excess of $10 million;
(iii) the Transferee will transfer the Residual Certificate only to another
"eligible corporation," as defined in U.S. Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the
requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section
1.860E-1(c)(5) of the U.S. Treasury Regulations;
(iv) the Transferee has determined the consideration paid to it to acquire
the Residual Certificate based on reasonable market assumptions
(including, but not limited to, borrowing and investment rates,
prepayment and loss assumptions, expense and reinvestment assumptions,
tax rates and other factors specific to the Transferee) that it has
determined in good faith; and
I-6
(v) in the event of any transfer of the Residual Certificate by the
Transferee, the Transferee will require its transferee to complete a
representation in the form of this Attachment A as a condition of such
transferee's purchase of the Residual Certificate.
I-7
EXHIBIT J
LIST OF RECORDATION STATES
Florida
Maryland
J-1
EXHIBIT K
FORM OF INITIAL CERTIFICATION OF THE [TRUSTEE] [CUSTODIAN]
February 27, 2006
Banc of America Funding Corporation
214 North Tryon Street
Charlotte, North Carolina 28255
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 20145
Attention: Corporate Trust Services - BAFC 2006-2
Re: The Pooling and Servicing Agreement, dated February 27, 2006 (the
"Pooling and Servicing Agreement"), among the Depositor, Wells Fargo
Bank, N.A., as securities administrator and master servicer and U.S.
Bank National Association, as trustee.
Ladies and Gentlemen:
In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as [Trustee] [Custodian], hereby certifies that, except as
specified in any list of exceptions attached hereto, it has received the
original Mortgage Note relating to each of the Mortgage Loans listed on the
Mortgage Loan Schedule.
The [Trustee] [Custodian] has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the Pooling and Servicing Agreement in connection with this Initial
Certification. The [Trustee] [Custodian] makes no representations as to: (i) the
validity, legality, sufficiency, enforceability, recordability or genuineness of
any of the documents contained in each Mortgage File or any of the Mortgage
Loans identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.
K-1
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
[U.S.BANK NATIONAL ASSOCIATION,
as Trustee]
[______________________,
as Custodian]
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
K-2
EXHIBIT L
FORM OF FINAL CERTIFICATION OF THE [TRUSTEE] [CUSTODIAN]
[_____________ __, _____]
Banc of America Funding Corporation
214 North Tryon Street
Charlotte, North Carolina 28255
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 20145
Attention: Corporate Trust Services - BAFC 2006-2
Re: The Pooling and Servicing Agreement, dated February 27, 2006 (the
"Pooling and Servicing Agreement"), among the Depositor, Wells Fargo
Bank, N.A., as securities administrator and master servicer and U.S.
Bank National Association, as trustee.
Ladies and Gentlemen:
In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as [Trustee] [Custodian], hereby certifies that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule, except as may be specified
in any list of exceptions attached hereto, such Mortgage File contains all of
the items required to be delivered pursuant to Section 2.01(b) of the Pooling
and Servicing Agreement.
The [Trustee] [Custodian] has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the Pooling and Servicing Agreement in connection with this Final
Certification. The [Trustee] [Custodian] makes no representations as to: (i) the
validity, legality, sufficiency, enforceability, recordability or genuineness of
any of the documents contained in each Mortgage File or any of the Mortgage
Loans identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.
L-1
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
[U.S. BANK NATIONAL ASSOCIATION,
as Trustee]
[_____________________,
as Custodian]
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
L-2
EXHIBIT M
Form of Sarbanes-Oxley Certification
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2006-2
I, [________], a [_____________] of Wells Fargo Bank, N.A. (the "Master
Servicer"), certify that:
1. I have reviewed this report on Form 10-K and all reports on Form 10-D
required to be filed in respect of the period covered by this report on
Form 10-K of the
Banc of America Funding 2006-2 Trust (the "Exchange Act
Periodic Reports");
2. Based on my knowledge, the Exchange Act Periodic Reports, taken as a whole,
do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered
by this report is included in the Exchange Act Periodic Reports;
4. I am responsible for reviewing the activities performed by the servicers
and based on my knowledge and the compliance reviews conducted in preparing
the servicer compliance statements required in this report under Item 1123
of Regulation AB, and except as disclosed in the Exchange Act Periodic
Reports, the servicers have fulfilled their obligations under the pooling
and servicing agreement, dated February 27, 2006, among Banc of America
Funding Corporation, as depositor, Wells Fargo Bank, N.A., as master
servicer and securities administrator, and U.S. Bank National Association,
as trustee; and
5. All of the reports on assessment of compliance with the servicing criteria
for asset-backed securities and their related attestation reports on
assessment of compliance with servicing criteria for asset-backed
securities required to be included in this report in accordance with Item
1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d- 18 have been
included as an exhibit to this report, except as otherwise disclosed in
this report. Any material instances of noncompliance described in such
reports have been disclosed in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: Bank of America, National
Association, Countrywide Home Loans Servicing LP, GMAC Mortgage Corporation,
National City Mortgage Co., SunTrust Mortgage, Inc., U.S. Bank National
Association and Washington Mutual Bank.
M-1
[_________], 20__
M-2
EXHIBIT N
FORM OF CERTIFICATION TO BE PROVIDED BY
THE SECURITIES ADMINISTRATOR TO THE MASTER SERVICER
Banc of America Funding Corporation
Mortgage Pass-Through Certificates, Series 2006-2
The Securities Administrator hereby certifies to the Master Servicer
and its officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification, that:
1. I have reviewed the annual report on Form 10-K for the calendar year
[___] and the Monthly Form 8-K's containing the Distribution Date Statements
filed in respect of periods included in the year covered by such annual report;
2. Based on my knowledge, the distribution information in the Distribution
Date Statements contained in the Monthly Form 8-K's included in the year covered
by the annual report on Form 10-K for the calendar year [___], taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by that annual report; and
3. Based on my knowledge, the distribution or servicing information
required to be provided to the Securities Administrator by the Master Servicer
under the Pooling and Servicing Agreement, dated February 27, 2006, among Banc
of America Funding Corporation, as depositor, Wells Fargo Bank, N.A., as master
servicer and securities administrator, and U.S. Bank National Association, as
trustee, for inclusion in these reports is included in these reports.
WELLS FARGO BANK, N.A.
as Securities Administrator
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
N-1
EXHIBIT O
[Reserved]
O-1
EXHIBIT P
[Reserved]
P-1
EXHIBIT Q
Relevant Servicing Criteria
For purposes of this Exhibit Q, "CW" shall refer to Countrywide, "NC" shall
refer to National City Mortgage, "ST" shall refer to SunTrust, "WAMU" shall
refer to Washington Mutual and "WFB" shall refer to Xxxxx Fargo Bank, each in
its capacity as a Servicer.
SERVICING CRITERIA
------------------------------------------------------------------------------------
REFERENCE CRITERIA PARTIES RESPONSIBLE
----------------- ---------------------------------------------------------------- -------------------------------
GENERAL SERVICING CONSIDERATIONS
1122(d)(1)(i) Policies and procedures are instituted to monitor any Master Servicer, Securities
performance or other triggers and events of default in Administrator, XXXX, XX, GMACM,
accordance with the transaction agreements. NC, ST, WAMU and WFB
1122(d)(1)(ii) If any material servicing activities are outsourced to third Master Servicer, Securities
parties, policies and procedures are instituted to monitor the Administrator, XXXX, XX, GMACM,
third party's performance and compliance with such servicing NC, ST, WAMU and WFB
activities.
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a Not applicable
back-up servicer for the mortgage loans are maintained.
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on XXXX, XX, GMACM, NC, ST, WAMU
the party participating in the servicing function throughout the and WFB
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
CASH COLLECTION AND ADMINISTRATION
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate Master Servicer, Securities
custodial bank accounts and related bank clearing accounts no Administrator, XXXX, XX, GMACM,
more than two business days following receipt, or such other NC, ST, WAMU and WFB
number of days specified in the transaction agreements.
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or Master Servicer, Securities
to an investor are made only by authorized personnel. Administrator, XXXX, XX, GMACM,
NC, ST, WAMU and XXX
X-0
SERVICING CRITERIA
------------------------------------------------------------------------------------
REFERENCE CRITERIA PARTIES RESPONSIBLE
----------------- ---------------------------------------------------------------- -------------------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash Master Servicer, Securities
flows or distributions, and any interest or other fees charged Administrator, XXXX, XX, GMACM,
for such advances, are made, reviewed and approved as specified NC, ST, WAMU and WFB
in the transaction agreements.
1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve Master Servicer, Securities
accounts or accounts established as a form of Administrator, XXXX, XX, GMACM,
overcollateralization, are separately maintained (e.g., with NC, ST, WAMU and WFB
respect to commingling of cash) as set forth in the transaction
agreements.
1122(d)(2)(v) Each custodial account is maintained at a federally insured Master Servicer, Securities
depository institution as set forth in the transaction Administrator, XXXX, XX, GMACM,
agreements. For purposes of this criterion, "federally insured NC, ST, WAMU and WFB
depository institution" with respect to a foreign financial
institution means a foreign financial institution that meets the
requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized Master Servicer, Securities
access. Administrator, XXXX, XX, GMACM,
NC, ST, WAMU and WFB
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all Master Servicer, Securities
asset-backed securities related bank accounts, including Administrator, XXXX, XX, GMACM,
custodial accounts and related bank clearing accounts. These NC, ST, WAMU and WFB
reconciliations are (A) mathematically accurate; (B) prepared
within 30 calendar days after the bank statement cutoff date, or
such other number of days specified in the transaction
agreements; (C) reviewed and approved by someone other than the
person who prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling items are
resolved within 90 calendar days of their original
identification, or such other number of days specified in the
transaction agreements.
INVESTOR REMITTANCES AND REPORTING
Q-2
SERVICING CRITERIA
------------------------------------------------------------------------------------
REFERENCE CRITERIA PARTIES RESPONSIBLE
----------------- ---------------------------------------------------------------- -------------------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the Master Servicer, Securities
Commission, are maintained in accordance with the transaction Administrator, XXXX, XX, GMACM,
agreements and applicable Commission requirements. Specifically, NC, ST, WAMU and WFB
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in Master Servicer, Securities
accordance with timeframes, distribution priority and other Administrator, XXXX, XX, GMACM,
terms set forth in the transaction agreements. NC, ST, WAMU and WFB
1122(d)(3)(iii) Disbursements made to an investor are posted within two business Master Servicer, Securities
days to the Servicer's investor records, or such other number of Administrator, XXXX, XX, GMACM,
days specified in the transaction agreements. NC, ST, WAMU and WFB
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree Master Servicer, Securities
with cancelled checks, or other form of payment, or custodial Administrator, XXXX, XX, GMACM,
bank statements. NC, ST, WAMU and WFB
POOL ASSET ADMINISTRATION
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as Custodian, XXXX, XX, GMACM, NC,
required by the transaction agreements or related mortgage loan ST, WAMU and WFB
documents.
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as required Custodian, XXXX, XX, GMACM, NC,
by the transaction agreements ST, WAMU and WFB
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are XXXX, XX, GMACM, NC, ST, WAMU
made, reviewed and approved in accordance with any conditions or and WFB
requirements in the transaction agreements.
Q-3
SERVICING CRITERIA
------------------------------------------------------------------------------------
REFERENCE CRITERIA PARTIES RESPONSIBLE
----------------- ---------------------------------------------------------------- -------------------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in XXXX, XX, GMACM, NC, ST, WAMU
accordance with the related mortgage loan documents are posted and WFB
to the Servicer's obligor records maintained no more than two
business days after receipt, or such other number of days
specified in the transaction agreements, and allocated to
principal, interest or other items (e.g., escrow) in accordance
with the related mortgage loan documents.
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with XXXX, XX, GMACM, NC, ST, WAMU
the Servicer's records with respect to an obligor's unpaid and WFB
principal balance.
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's XXXX, XX, GMACM, NC, ST, WAMU
mortgage loans (e.g., loan modifications or re-agings) are made, and WFB
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, XXXX, XX, GMACM, NC, ST, WAMU
modifications and deeds in lieu of foreclosure, foreclosures and and WFB
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other
requirements established by the transaction agreements.
1122(d)(4)(viii) Records documenting collection efforts are maintained during the XXXX, XX, GMACM, NC, ST, WAMU
period a mortgage loan is delinquent in accordance with the and WFB
transaction agreements. Such records are maintained on at least
a monthly basis, or such other period specified in the
transaction agreements, and describe the entity's activities in
monitoring delinquent mortgage loans including, for example,
phone calls, letters and payment rescheduling plans in cases
where delinquency is deemed temporary (e.g., illness or
unemployment).
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage XXXX, XX, GMACM, NC, ST, WAMU
loans with variable rates are computed based on the related and WFB
mortgage loan documents.
Q-4
SERVICING CRITERIA
------------------------------------------------------------------------------------
REFERENCE CRITERIA PARTIES RESPONSIBLE
----------------- ---------------------------------------------------------------- -------------------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow XXXX, XX, GMACM, NC, ST, WAMU
accounts): (A) such funds are analyzed, in accordance with the and WFB
obligor's mortgage loan documents, on at least an annual basis,
or such other period specified in the transaction agreements;
(B) interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state
laws; and (C) such funds are returned to the obligor within 30
calendar days of full repayment of the related mortgage loans,
or such other number of days specified in the transaction
agreements.
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance XXXX, XX, GMACM, NC, ST, WAMU
payments) are made on or before the related penalty or and WFB
expiration dates, as indicated on the appropriate bills or
notices for such payments, provided that such support has been
received by the servicer at least 30 calendar days prior to
these dates, or such other number of days specified in the
transaction agreements.
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be XXXX, XX, GMACM, NC, ST, WAMU
made on behalf of an obligor are paid from the servicer's funds and WFB
and not charged to the obligor, unless the late payment was due
to the obligor's error or omission.
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two XXXX, XX, GMACM, NC, ST, WAMU
business days to the obligor's records maintained by the and WFB
servicer, or such other number of days specified in the
transaction agreements.
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are Master Servicer, Securities
recognized and recorded in accordance with the transaction Administrator, XXXX, XX, GMACM,
agreements. NC, ST, WAMU and WFB
1122(d)(4)(xv) Any external enhancement or other support, identified in Item Master Servicer and Securities
1114(a)(1) through (3) or Item 1115 of Regulation AB, is Administrator
maintained as set forth in the transaction agreements.
Q-5
EXHIBIT R
Additional Form 10-D Disclosure
ITEM ON FORM 10-D PARTY RESPONSIBLE
----------------- -----------------
Item 1: Distribution and Pool Performance Information Servicer / Securities Administrator
Any information required by 1121 which is NOT included on
the Monthly Statement
Item 2: Legal Proceedings per Item 1117 of Reg AB (i) All parties to the PSA (as to themselves), (ii) the
Securities Administrator and servicer as to the issuing
entity, (iii) the Depositor as to the sponsor, any
1110(b) originator, any 1100(d)(1) party
Item 3: Sale of Securities and Use of Proceeds Depositor
Item 4: Defaults Upon Senior Securities Securities Administrator
Item 5: Submission of Matters to a Vote of Security Securities Administrator
Holders
Item 6: Significant Obligors of Pool Assets Depositor / Servicer
Item 7: Significant Enhancement Provider Information As to information required pursuant to Item 1114(b)(2),
Depositor and, as to information required pursuant to
Item 1115(b), Securities Administrator
Item 8: Other Information Any party responsible for disclosure items on Form 8-K
Item 9: Exhibits Securities Administrator / Depositor
R-1
EXHIBIT S
Additional Form 10-K Disclosure
ITEM ON FORM 10-K PARTY RESPONSIBLE
----------------- -----------------
Item 1B: Unresolved Staff Comments Depositor
Item 9B: Other Information Any party responsible for disclosure items on Form 8-K
Item 15: Exhibits, Financial Statement Schedules Securities Administrator / Depositor
Additional Item: Disclosure per Item 1117 of Reg AB (i) All parties to the PSA (as to themselves), (ii) the
Securities Administrator and Master Servicer as to the
issuing entity, (iii) the Depositor as to the sponsor,
any 1110(b) originator, any 1100(d)(1) party
Additional Item: Disclosure per Item 1119 of Reg AB (i) All parties to the Pooling and Servicing Agreement
as to themselves, (ii) the Depositor as to he sponsor,
originator, significant obligor, enhancement or support
provider
Additional Item: Disclosure per Item 1112(b) of Reg AB Depositor / Servicer
Additional Item: Disclosure per Items 1114(b)(2) and As to information required pursuant to Item 1114(b)(2),
1115(b) of Reg AB Depositor and, as to information required pursuant to
Item 1115(b), Securities Administrator
Item 1B: Unresolved Staff Comments Depositor
S-1
EXHIBIT T
Form 8-K Disclosure
ITEM ON FORM 8-K PARTY RESPONSIBLE
---------------- -----------------
Item 1.01: Entry into a Material Definitive Agreement All parties
Item 1.02: Termination of a Material Definitive Agreement All parties
Item 1.03: Bankruptcy or Receivership Depositor
Item 2.04: Triggering Events that Accelerate or Increase Depositor
a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement
Item 3.03: Material Modification to Rights of Security Securities Administrator
Holders
Item 5.03: Amendments of Articles of Incorporation or Depositor
Bylaws; Change of Fiscal Year
Item 6.01: ABS Informational and Computational Material Depositor
Item 6.02: Change of Servicer or Securities Administrator Servicer, Securities Administrator
Item 6.03: Change in Credit Enhancement or External As to material enhancement of support specified in Item
Support 1114(a)(1) through (3), Depositor / Securities
Administrator and, as to material enhancement or support
specified in Item 1115, Securities Administrator
Item 6.04: Failure to Make a Required Distribution Securities Administrator
Item 6.05: Securities Act Updating Disclosure Depositor
Item 7.01: Reg FD Disclosure Depositor
Item 8.01 Depositor
Item 9.01 Depositor
T-1
EXHIBIT U
Form of Back-up Certification
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2006-2
I, ________________________________, the _______________________ of [Xxxxx
Fargo Bank, N.A.] (the ["Securities Administrator"]), certify to Xxxxx Fargo
Bank, N.A. (the "Master Servicer") and its officers, with the knowledge and
intent that they will rely upon this certification, that:
1. I have reviewed the [compliance statement of the Securities Administrator
provided in accordance with Item 1123 of Regulation AB (the "Compliance
Statement")], the report on assessment of the [Securities Administrator's]
compliance with the servicing criteria set forth in Item 1122(d) of
Regulation AB (the "Servicing Criteria"), provided in accordance with Rules
13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the
"Exchange Act") and Item 1122 of Regulation AB (the "Servicing
Assessment"), the registered public accounting firm's attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
and Section 1122(b) of Regulation AB (the "Attestation Report"), and all
servicing reports, officer's certificates and other information relating to
the servicing of the Mortgage Loans by the [Securities Administrator]
during 200[ ] that were delivered by the [Securities Administrator] to the
Master Servicer pursuant to the Agreement (collectively, the "Servicing
Information");
2. Based on my knowledge, the Servicing Information, taken as a whole, does
not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in the light of the
circumstances under which such statements were made, not misleading with
respect to the period of time covered by the Servicing Information;
3. Based on my knowledge, all of the Servicing Information required to be
provided by the [Securities Administrator] under the Agreement has been
provided to the Master Servicer;
4. I am responsible for reviewing the activities performed by the [Securities
Administrator] under the Agreement, and based on my knowledge [and the
compliance review conducted in preparing the Compliance Statement] and
except as disclosed in the Compliance Statement,] the Servicing Assessment
or the Attestation Report, the [Securities Administrator] has fulfilled its
obligations under the Agreement in all material respects; and
5. [The Compliance Statement required to be delivered by the Securities
Administrator pursuant to the Agreement, and the] [The] Servicing
Assessment and Attestation Report
U-1
required to be provided by the [Securities Administrator] and by any
Subservicer or Subcontractor pursuant to the Agreement, have been provided
to the Master Servicer. Any material instances of noncompliance described
in such reports have been disclosed to the Master Servicer. Any material
instance of noncompliance with the Servicing Criteria has been disclosed in
such reports.
In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated party: [_____________]
[_________], 200[_]
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
U-2
EXHIBIT V
Additional Disclosure Notification
**SEND VIA FAX TO 000-000-0000 AND VIA EMAIL TO
XXX.XXX.XXXXXXXXXXXXX@XXXXXXXXXX.XXX AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**
Xxxxx Fargo Bank, N.A., as Securities Administrator
Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: Corporate Trust Services- [DEAL NAME]--SEC REPORT PROCESSING
RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required
Ladies and Gentlemen:
In accordance with Section [ ] of the Pooling and Servicing Agreement, dated
as of [_________][___], 2006, among [______], as [______], [_______], as
[______], [______], as [______] and [____], as [___]. the undersigned, as [___],
hereby notifies you that certain events have come to our attention that [will]
[may] need to be disclosed on Form [10-D][10-K][8-K].
Description of Additional Form [10-D][10-K][8-K] Disclosure:
List of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:
Any inquiries related to this notification should be directed to
[______________], phone number: [___________]; email address:
[_________________].
[NAME OF PARTY],
as [role]
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
V-1
