EXHIBIT 4.1
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XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.,
as Depositor,
BANK OF AMERICA, NATIONAL ASSOCIATION,
as Servicer,
and
XXXXX FARGO BANK, N.A.,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated February 27, 2006
----------------------
Banc of America Alternative Loan Trust 2006-2
Mortgage Pass-Through Certificates
Series 2006-2
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms................................................
Section 1.02 Interest Calculations........................................
Section 1.03 Fiscal Year..................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.................................
Section 2.02 Acceptance by the Trustee of the Mortgage Loans..............
Section 2.03 Representations and Warranties of the Servicer...............
Section 2.04 Representations and Warranties of the Depositor as to the
Mortgage Loans..............................................
Section 2.05 Designation of Interests in the REMICs.......................
Section 2.06 Designation of Start-up Day..................................
Section 2.07 REMIC Certificate Maturity Date..............................
Section 2.08 Execution and Delivery of Certificates.......................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans...........................
Section 3.02 Subservicing; Enforcement of the Obligations of Servicer.....
Section 3.03 Fidelity Bond; Errors and Omissions Insurance................
Section 3.04 Access to Certain Documentation..............................
Section 3.05 Maintenance of Primary Insurance Policy; Claims;
Collections of BPP Mortgage Loan Payments...................
Section 3.06 Rights of the Depositor and the Trustee in Respect of the
Servicer....................................................
Section 3.07 Trustee to Act as Servicer...................................
Section 3.08 Collection of Mortgage Loan Payments; Servicer Custodial
Account; Certificate Account; Reserve Fund; Yield
Maintenance Agreement.......................................
Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.............................................
Section 3.10 Access to Certain Documentation and Information Regarding
the Mortgage Loans..........................................
Section 3.11 Permitted Withdrawals from the Servicer Custodial Account
and Certificate Account.....................................
Section 3.12 Maintenance of Hazard Insurance..............................
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption Agreements....
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO Property......
Section 3.15 Trustee to Cooperate; Release of Mortgage Files..............
Section 3.16 Documents, Records and Funds in Possession of the
Servicer to Be Held for the Trustee.........................
Section 3.17 Servicing Compensation.......................................
Section 3.18 Annual Statement as to Compliance............................
Section 3.19 Assessments of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports.........................
Section 3.20 Advances.....................................................
Section 3.21 Modifications, Waivers, Amendments and Consents..............
Section 3.22 Reports to the Securities and Exchange Commission............
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate.......................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions................................................
Section 5.02 Priorities of Distributions..................................
Section 5.03 Allocation of Losses.........................................
Section 5.04 Statements to Certificateholders.............................
Section 5.05 Tax Returns and Reports to Certificateholders................
Section 5.06 Tax Matters Person...........................................
Section 5.07 Rights of the Tax Matters Person in Respect of the Trustee...
Section 5.08 REMIC Related Covenants......................................
Section 5.09 Determination of LIBOR.......................................
Section 5.10 Grantor Trust Administration.................................
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates.............................................
Section 6.02 Registration of Transfer and Exchange of Certificates........
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates............
Section 6.04 Persons Deemed Owners........................................
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01 Respective Liabilities of the Depositor and the Servicer.....
Section 7.02 Merger or Consolidation of the Depositor or the Servicer.....
Section 7.03 Limitation on Liability of the Depositor, the Servicer
and Others..................................................
Section 7.04 Depositor and Servicer Not to Resign.........................
Section 7.05 Assignment or Delegation of Duties by the Servicer...........
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default............................................
Section 8.02 Remedies of Trustee..........................................
Section 8.03 Directions by Certificateholders and Duties of Trustee
During Event of Default.....................................
Section 8.04 Action upon Certain Failures of the Servicer and upon
Event of Default............................................
Section 8.05 Trustee to Act; Appointment of Successor.....................
Section 8.06 Notification to Certificateholders...........................
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of Trustee............................................
Section 9.02 Certain Matters Affecting the Trustee........................
Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans........
Section 9.04 Trustee May Own Certificates.................................
Section 9.05 Eligibility Requirements for Trustee.........................
Section 9.06 Resignation and Removal of Trustee...........................
Section 9.07 Successor Trustee............................................
Section 9.08 Merger or Consolidation of Trustee...........................
Section 9.09 Appointment of Co-Trustee or Separate Trustee................
Section 9.10 Authenticating Agents........................................
Section 9.11 Trustee's Fees and Expenses..................................
Section 9.12 Appointment of Custodian.....................................
Section 9.13 Paying Agents................................................
Section 9.14 Limitation of Liability......................................
Section 9.15 Trustee May Enforce Claims Without Possession of
Certificates................................................
Section 9.16 Suits for Enforcement........................................
Section 9.17 Waiver of Bond Requirement...................................
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement....
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or Liquidation
of All Mortgage Loans.......................................
Section 10.02 Additional Termination Requirements..........................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment....................................................
Section 11.02 Recordation of Agreement.....................................
Section 11.03 Limitation on Rights of Certificateholders...................
Section 11.04 Governing Law................................................
Section 11.05 Notices......................................................
Section 11.06 Severability of Provisions...................................
Section 11.07 Certificates Nonassessable and Fully Paid....................
Section 11.08 Access to List of Certificateholders.........................
Section 11.09 Recharacterization...........................................
Section 11.10 Insolvency...................................................
Section 11.11 Regulation AB Compliance; Intent of Parties;
Reasonableness..............................................
EXHIBITS
Exhibit A-1-CB-1 - Form of Face of Class 1-CB-1 Certificate
Exhibit A-2-CB-1 - Form of Face of Class 2-CB-1 Certificate
Exhibit A-3-CB-1 - Form of Face of Class 3-CB-1 Certificate
Exhibit A-4-CB-1 - Form of Face of Class 4-CB-1 Certificate
Exhibit A-CB-IO - Form of Face of Class CB-IO Certificate
Exhibit A-CB-PO - Form of Face of Class CB-PO Certificate
Exhibit A-5-A-1 - Form of Face of Class 5-A-1 Certificate
Exhibit A-5-A-2 - Form of Face of Class 5-A-2 Certificate
Exhibit A-5-A-3 - Form of Face of Class 5-A-3 Certificate
Exhibit A-5-A-4 - Form of Face of Class 5-A-4 Certificate
Exhibit A-5-A-5 - Form of Face of Class 5-A-5 Certificate
Exhibit A-5-A-6 - Form of Face of Class 5-A-6 Certificate
Exhibit A-5-A-R - Form of Face of Class 5-A-R Certificate
Exhibit A-5-IO - Form of Face of Class 5-A-IO Certificate
Exhibit A-5-PO - Form of Face of Class 5-A-PO Certificate
Exhibit A-6-A-1 - Form of Face of Class 6-A-1 Certificate
Exhibit A-7-A-1 - Form of Face of Class 7-A-1 Certificate
Exhibit A-15-IO - Form of Face of Class 15-IO Certificate
Exhibit A-15-PO - Form of Face of Class 15-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
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 C - Form of Reverse of all Certificates.................
Exhibit D-1 - Mortgage Loan Schedule (Loan Group 1)...............
Exhibit D-2 - Mortgage Loan Schedule (Loan Group 2)...............
Exhibit D-3 - Mortgage Loan Schedule (Loan Group 3)...............
Exhibit D-4 - Mortgage Loan Schedule (Loan Group 4)...............
Exhibit D-5 - Mortgage Loan Schedule (Loan Group 5)...............
Exhibit D-6 - Mortgage Loan Schedule (Loan Group 6)...............
Exhibit D-7 - Mortgage Loan Schedule (Loan Group 7)...............
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 - Contents of Servicing File..........................
Exhibit K - Form of Special Servicing Agreement.................
Exhibit L - List of Recordation States..........................
Exhibit M - Form of Initial Certification of the Trustee........
Exhibit N - Form of Final Certification of the Trustee..........
Exhibit O - Form of Xxxxxxxx-Xxxxx Certification................
Exhibit P - Form of Trustee's Certification.....................
Exhibit Q - Servicing Criteria..................................
Exhibit R-1 - Additional Form 10-D Information ...................
Exhibit R-2 - Additional Form 10-K Information ...................
Exhibit R-3 - Form 8-K Information ...............................
Exhibit S - Yield Maintenance Agreement.........................
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated February 27, 2006, is
hereby executed by and among BANC OF AMERICA MORTGAGE SECURITIES, INC., as
depositor (together with its permitted successors and assigns, the "Depositor"),
BANK OF AMERICA, NATIONAL ASSOCIATION, as servicer (together with its permitted
successors and assigns, the "Servicer"), and XXXXX FARGO BANK, N.A., as trustee
(together with its permitted successors and assigns, the "Trustee").
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the
Depositor, the Servicer and the Trustee agree as follows:
PRELIMINARY STATEMENT
In exchange for the Certificates, the Depositor hereby conveys the
Trust Estate to the Trustee to create the Trust. The Trust Estate for federal
income tax purposes will be treated as three separate real estate mortgage
investment conduits (the "Upper-Tier REMIC," the "Middle-Tier REMIC" and the
"Lower-Tier REMIC," respectively, and each, a "REMIC"). The Senior Certificates
(other than the Class CB-IO, Class CB-PO, Class 15-IO, Class 15-PO, Class 5-A-R
Certificates and the right of the Class 5-A-1 Certificates to receive amounts
from the Reserve Fund) are referred to collectively as the "Regular
Certificates" and shall constitute "regular interests" in the Upper-Tier REMIC.
The Class 1-CB-PO Component, Class 2-CB-PO Component, Class 3-CB-PO Component,
Class 4-CB-PO Component, Class 6-15-PO Component and Class 7-15-PO Component
(the "PO Components"), the Class 1-CB-IO Component, Class 2-CB-IO Component,
Class 3-CB-IO Component, Class 4-CB-IO Component, Class 6-15-IO Component and
Class 7-15-IO Component (the "IO Components" and, collectively with the PO
Components, the "Components") shall also constitute "regular interests" in the
Upper-Tier REMIC. The Uncertificated Middle-Tier Interests shall constitute the
"regular interests" in the Middle-Tier REMIC. The Uncertificated Lower-Tier
Interests shall constitute the "regular interests" in the Lower-Tier REMIC. The
Class R-U Interest shall be the sole "residual interest" in the Upper-Tier
REMIC. The Class R-M Interest shall be the sole "residual interest" in the
Middle-Tier REMIC. The Class X-X Interest shall be the sole "residual interest"
in the Lower-Tier REMIC. The Class 5-A-R Certificate shall represent ownership
of the Class R-U Interest, the Class R-M Interest and the Class X-X Interest.
The portion of the Trust Estate consisting of the Reserve Fund and the Yield
Maintenance Agreement and the right of the Class 5-A-1 Certificates to receive
amounts from the Reserve Fund shall not be assets of any REMIC created
hereunder, but rather shall be assets of the Grantor Trust. The assets of the
Grantor Trust, the Certificates, the Uncertificated Middle-Tier Interests and
the Uncertificated Lower-Tier Interests will represent the entire beneficial
ownership interest in the Trust. The "latest possible maturity date" for federal
income tax purposes of all interests created hereby will be the REMIC
Certificate Maturity Date.
The following tables set 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:
Initial Class Integral
Certificate Multiples in
Balance or Pass-Through Minimum Excess of
Classes Notional Amount Rate Denomination Minimum
--------------- ------------------ -------------- ---------------- -------------
Class 1-CB-1 $51,314,000.00 6.000% $1,000 $1
Class 2-CB-1 $90,220,000.00 6.000% $1,000 $1
Class 3-CB-1 $75,638,000.00 6.500% $1,000 $1
Class 4-CB-1 $58,238,000.00 6.500% $1,000 $1
Class CB-IO $5,264,595.00 (1) $1,000,000 $1
Class CB-PO $2,170,897.00 (2) $25,000 $1
Class 5-A-1 $17,627,000.00 (3) $1,000 $1
Class 5-A-2 $17,627,000.00 (4) $1,000,000 $1
Class 5-A-3 $13,777,000.00 6.000% $1,000 $1
Class 5-A-4 $1,531,000.00 6.000% $1,000 $1
Class 5-A-5 $35,797,000.00 6.000% $1,000 $1
Class 5-A-6 $4,333,000.00 6.000% $1,000 $1
Class 5-A-R $100.00 6.000% $100 N/A
Class 5-IO $5,556,109.00 6.000% $1,000,000 $1
Class 5-PO $298,441.00 (5) $25,000 $1
Class 6-A-1 $39,800,000.00 5.500% $1,000 $1
Class 7-A-1 $34,898,000.00 6.000% $1,000 $1
Class 15-IO $1,940,983.00 (6) $1,000,000 $1
Class 15-PO $728,066.00 (7) $25,000 $1
Class B-1 $8,455,000.00 (8) $25,000 $1
Class B-2 $3,336,000.00 (8) $25,000 $1
Class B-3 $2,446,000.00 (8) $25,000 $1
Class B-4 $1,780,000.00 (8) $25,000 $1
Class B-5 $1,334,000.00 (8) $25,000 $1
Class B-6 $1,112,841.00 (8) $25,000 $1
Initial Component Integral
Balance or Multiples In
Component Pass-Through Minimum Excess Of
Components Notional Amount Rate Denomination Minimum
----------------- ------------------- ------------- ------------- --------------
Class 1-CB-IO $898,959.00 6.000% N/A N/A
Class 2-CB-IO $1,410,104.00 6.000% N/A N/A
Class 3-CB-IO $1,549,973.00 6.000% N/A N/A
Class 4-CB-IO $1,405,559.00 6.000% N/A N/A
Class 6-15-IO $1,107,184.00 5.750% N/A N/A
Class 7-15-IO $833,799.00 5.750% N/A N/A
Class 1-CB-PO $455,662.00 (9) N/A N/A
Class 2-CB-PO $1,187,576.00 (9) N/A N/A
Class 3-CB-PO $242,881.00 (9) N/A N/A
Class 4-CB-PO $284,778.00 (9) N/A N/A
Class 6-15-PO $538,813.00 (9) N/A N/A
Class 7-15-PO $189,253.00 (9) N/A N/A
------------
(1) The Class CB-IO Certificates are Interest Only Certificates and will be
deemed for purposes of distributions of interest to consist of four
Components described in the table: the Class 1-CB-IO Component, the Class
2-CB-IO Component, the Class 3-CB-IO Component and the Class 4-CB-IO
Component. These Components are not severable.
(2) The Class CB-PO Certificates are Principal Only Certificates and will be
deemed for purposes of distributions of principal to consist of four
Components as described in the table: the Class 1-CB-PO Component, the
Class 2-CB-PO Component, the Class 3-CB-PO Component and the Class 4-CB-PO
Component. These Components are not severable.
(3) During the initial Interest Accrual Period, interest will accrue on the
Class 5-A-1 Certificates at the rate of 5.420% 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) 0.850% plus (ii)
LIBOR, subject to a minimum rate of 0.850% and a maximum rate of 6.000%.
(4) During the initial Interest Accrual Period, interest will accrue on the
Class 5-A-2 Certificates at the rate of 0.580% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class
5-A-2 Certificates at a per annum rate equal to (i) 5.150% minus (ii)
LIBOR, subject to a minimum rate of 0.000% and a maximum rate of 5.150%.
(5) The Class 5-PO Certificates are Principal Only Certificates and will not
be entitled to distributions in respect of interest.
(6) The Class 15-IO Certificates are Interest Only Certificates and will be
deemed for purposes of distributions of interest to consist of two
Components described in the table: the Class 6-15-IO Component and the
Class 7-15-IO Component. These Components are not severable.
(7) The Class 15-PO Certificates are Principal Only Certificates and will be
deemed for purposes of distributions of principal to consist of two
Components as described in the table: the Class 6-15-PO Component and the
Class 7-15-PO Component. These Components are not severable.
(8) Interest will accrue on the Class B Certificates for each Distribution
Date at a per annum rate equal to the weighted average (based on the Group
Subordinate Amount for each Loan Group) of (i) with respect to Loan Group
1, 6.000%, (ii) with respect to Loan Group 2, 6.000%, (iii) with respect
to Loan Group 3, 6.500%, (iv) with respect to Loan Group 4, 6.500%, (v)
with respect to Loan Group 5, 6.000%, (vi) with respect to Loan Group 6,
5.500% and (vii) with respect to Loan Group 7, 6.000%.
(9) The Class 1-CB-PO, Class 2-CB-PO, Class 3-CB-PO, Class 4-CB-PO, Class
6-15-PO and Class 7-15-PO Components are Principal Only Components and
will not be entitled to distributions in respect of interest.
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article:
10-K Filing Deadline: As defined in Section 3.22(c).
1933 Act: The Securities Act of 1933, as amended.
Accrued Certificate Interest: For any Distribution Date and each
interest-bearing Class (other than the Class CB-IO and Class 15-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 CB-IO
Certificates, the sum of the Accrued Component Interest for the Class 1-CB-IO
Component, the Class 2-CB-IO Component, the Class 3-CB-IO Component and the
Class 4-CB-IO Component. For any Distribution Date and the Class 15-IO
Certificates, the sum of the Accrued Component Interest for the Class 6-15-IO
Component and the Class 7-15-IO Component.
Accrued Component Interest: For any Distribution Date and each IO
Component, one month's interest accrued during the related Interest Accrual
Period at the applicable Pass-Through Rate on the applicable Notional Amount.
Additional Form 10-D Information: As defined in Section 3.22(b).
Additional Form 10-K Information: As defined in Section 3.22(c).
Additional Servicer: As defined in Section 3.02(e)
Adjusted Pool Amount: With respect to any Distribution Date and Loan
Group, the Cut-off Date Pool Principal Balance of the Mortgage Loans in such
Loan Group minus the sum of (i) all amounts in respect of principal received in
respect of the Mortgage Loans in such Loan Group (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Principal Prepayments,
Liquidation Proceeds and Substitution Adjustment Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates and (ii) the principal portion of all Realized Losses (other than Debt
Service Reductions) incurred on the Mortgage Loans in such Loan Group from the
Cut-off Date through the end of the month preceding such Distribution Date.
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).
Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date and Loan Group, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans of such Loan Group: the product of (i) the PO
Percentage for each 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.
Aggregate Subordinate Percentage: As to any Distribution Date, the
aggregate Class Certificate Balance of the Class B Certificates divided by the
aggregate Pool Stated Principal Balance (Non-PO Portion) for all of the Loan
Groups.
Agreement: This Pooling and Servicing Agreement together with all
amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date and
Loan Group, the total of the amounts held in the Servicer Custodial Account at
the close of business on the preceding Determination Date on account of (i)
Principal Prepayments and Liquidation Proceeds received or made on the Mortgage
Loans in such Loan Group in the month of such Distribution Date and (ii)
payments which represent receipt of Monthly Payments on the Mortgage Loans in
such Loan Group in respect of a Due Date or Due Dates subsequent to the related
Due Date.
Ancillary Income: All prepayment premiums (if any), assumption fees,
late payment charges and all other ancillary income and fees with respect to the
Mortgage Loans.
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 an automated valuation model
or tax assessed value (if permitted by the applicable mortgage loan program) 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 either in an appraisal obtained at the time of refinancing or
an automated valuation model or tax assessed value (if permitted by the
applicable mortgage loan program), 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 Insurance Policy in
force.
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.
Authenticating Agents: As defined in Section 9.10.
Bank of America: Bank of America, National Association, a national
banking association, or its successor in interest.
BBA: As defined in Section 5.09.
Book-Entry Certificate: Any Class of Certificates other than the
Physical Certificates.
BPP Mortgage Loan: Any Mortgage Loan which includes a Borrowers
Protection Plan(R) addendum to the related Mortgage Note whereby Bank of America
agrees to cancel (i) certain payments of principal and interest on such Mortgage
Loan for up to twelve months upon the disability or involuntary unemployment of
the Mortgagor or (ii) the outstanding principal balance of the Mortgage Loan
upon the accidental death of the Mortgagor; provided that such Borrowers
Protection Plan(R) has not been terminated in accordance with its terms.
BPP Mortgage Loan Payment: With respect to any BPP Mortgage Loan,
the Monthly Covered Amount or Total Covered Amount, if any, payable by Bank of
America pursuant to Section 5 of the Mortgage Loan Purchase Agreement.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of North Carolina, the State of
New York, the State of Minnesota, each state in which the servicing offices of
the Servicer are located or each state in which the Corporate Trust Office is
located are required or authorized by law or executive order to be closed.
Calculated Principal Distribution: As defined in Section 5.03(d).
Certificate: Any of the Banc of America Alternative Loan Trust
2006-2 Mortgage Pass-Through Certificates, Series 2006-2 that are issued
pursuant to this Agreement.
Certificate Account: The Eligible Account created and maintained by
the Trustee pursuant to Section 3.08(c) in the name of the Trustee for the
benefit of the Certificateholders and designated "Xxxxx Fargo Bank, N.A., in
trust for registered holders of Banc of America Alternative Loan Trust 2006-2
Mortgage Pass-Through Certificates, Series 2006-2." The Certificate Account
shall be deemed to consist of nine sub-accounts; one for each Group, an eighth
sub-account referred to herein as the Middle-Tier Certificate Sub-Account and a
ninth 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 of such Group for the uses and purposes set forth in this
Agreement.
Certificate Balance: With respect to any Certificate at any date,
the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the product of the Percentage
Interest of such Certificate and the Class Certificate Balance of the Class of
Certificates of which such Certificate is a part.
Certificate Custodian: Initially, Xxxxx Fargo Bank, N.A.; thereafter
any other Certificate Custodian acceptable to the Depository and selected by the
Trustee.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of a Book-Entry Certificate. With respect to
any Definitive Certificate, the Certificateholder of such Certificate.
Certificate Register: The register maintained pursuant to Section
6.02.
Certificate Registrar: The registrar appointed pursuant to Section
6.02.
Certificateholder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor, the Servicer or any affiliate thereof shall be deemed not
to be outstanding and the Percentage Interest and Voting Rights evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests or Voting Rights, as the case may be, necessary
to effect any such consent has been obtained, unless such entity is the
registered owner of the entire Class of Certificates, provided that the Trustee
shall not be responsible for knowing that any Certificate is registered in the
name of such an affiliate unless one of its Responsible Officers has actual
knowledge.
Certification: As defined in Section 3.22(c).
Class: As to the Certificates, the Class 1-CB-1, Class 2-CB-1, Class
3-CB-1, Class 4-CB-1, Class CB-IO, Class CB-PO, Class 5-A-1, Class 5-A-2, Class
5-A-3, Class 5-A-4, Class 5-A-5, Class 5-A-6, Class 5-A-R, Class 5-IO, Class
5-PO, Class 6-A-1, Class 7-A-1, Class 15-IO, Class 15-PO, Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6, as the case may be.
Class 1-CB-IO Notional Amount: As to any Distribution Date and the
Class 1-CB-IO Component, the product of (i) the aggregate Stated Principal
Balance of the Group 1 Premium Mortgage Loans on 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 6.000% and (b) the
denominator of which is equal to 6.000%.
Class 15-IO Notional Amount: As to any Distribution Date, the sum of
the Class 6-15-IO Notional Amount and the Class 7-15-IO Notional Amount.
Class 2-CB-IO Notional Amount: As to any Distribution Date and the
Class 2-CB-IO Component, the product of (i) the aggregate Stated Principal
Balance of the Group 2 Premium Mortgage Loans on 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 6.000% and (b) the
denominator of which is equal to 6.000%.
Class 3-CB-IO Notional Amount: As to any Distribution Date and the
Class 3-CB-IO Component, the product of (i) the aggregate Stated Principal
Balance of the Group 3 Premium Mortgage Loans on 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 6.500% and (b) the
denominator of which is equal to 6.000%.
Class 4-CB-IO Notional Amount: As to any Distribution Date and the
Class 4-CB-IO Component, the product of (i) the aggregate Stated Principal
Balance of the Group 4 Premium Mortgage Loans on 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 6.500% and (b) the
denominator of which is equal to 6.000%.
Class 5-A-2 Notional Amount: As to any Distribution Date and the
Class 5-A-2 Certificates, the Class Certificate Balance of the Class 5-A-1
Certificates.
Class 5-A-3 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date, the amount, if any, by which the Class
Certificate Balance of the Class 5-A-3 Certificates would be reduced as a result
of the allocation of any reduction pursuant to Section 5.03(b) to such Class,
without regard to the operation of Section 5.03(e).
Class 5-A-4 Loss Allocation Amount: With respect to any Distribution
Date after the Senior Credit Support Depletion Date, the lesser of (a) the Class
Certificate Balance of the Class 5-A-4 Certificates with respect to such
Distribution Date prior to any reduction for the Class 5-A-4 Loss Allocation
Amount and (b) the Class 5-A-3 Loss Amount with respect to such Distribution
Date.
Class 5-IO Notional Amount: As to any Distribution Date and the
Class 5-IO Certificates, the product of (i) the aggregate Stated Principal
Balance of the Group 5 Premium Mortgage Loans on 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 6.000% and (b) the
denominator of which is equal to 6.000%.
Class 6-15-IO Notional Amount: As to any Distribution Date and the
Class 6-15-IO Component, the product of (i) the aggregate Stated Principal
Balance of the Group 6 Premium Mortgage Loans on 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 5.500% and (b) the
denominator of which is equal to 5.750%.
Class 7-15-IO Notional Amount: As to any Distribution Date and the
Class 7-15-IO Component, the product of (i) the aggregate Stated Principal
Balance of the Group 7 Premium Mortgage Loans on 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 7 Premium Mortgage Loans (based on the Stated Principal
Balances of the Group 7 Premium Mortgage Loans as of the Due Date in the month
preceding the month of such Distribution Date) minus 6.000% and (b) the
denominator of which is equal to 5.750%.
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 CB-IO Notional Amount: As to any Distribution Date, the sum of
the Class 1-CB-IO Notional Amount, the Class 2-CB-IO Notional Amount, the Class
3-CB-IO Notional Amount and the Class 4-CB-IO Notional Amount.
Class Certificate Balance: With respect to any Class (other than the
Class CB-IO, Class CB-PO, Class 5-A-2, Class 5-IO, Class 15-IO and Class 15-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
any Class of Subordinate Certificates any principal otherwise payable to such
Class of Subordinate Certificates used to pay any 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 5-A-4 Certificates, any
reduction allocated thereto pursuant to Section 5.03(e) plus (B) the sum of (i)
all increases in Class Certificate Balance previously allocated thereto pursuant
to Section 5.03(b) and (ii) in the case of the Class 5-A-4 Certificates, any
increases allocated thereto pursuant to Section 5.03(e). The Class CB-IO, Class
5-A-2, Class 5-IO and Class 15-IO Certificates are Interest Only Certificates
and have no Class Certificate Balance. The Class Certificate Balance of the
Class CB-PO Certificates as of any date of determination shall equal the sum of
the Component Balances of the Class 1-CB-PO Component, the Class 2-CB-PO
Component, the Class 3-CB-PO Component and the Class 4-CB-PO Component. The
Class Certificate Balance of the Class 15-PO Certificates as of any date of
determination shall equal the sum of the Component Balances of the Class 6-15-PO
Component and the Class 7-15-PO Component.
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class (other than the Class CB-IO and Class 15-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."
Class Unpaid Interest Shortfall: As to any Distribution Date and
each interest-bearing Class (other than the Class CB-IO and Class 15-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 CB-IO Certificates, the sum of the Component Unpaid Interest
Shortfalls for the Class 1-CB-IO Component, the Class 2-CB-IO Component, the
Class 3-CB-IO Component and the Class 4-CB-IO Component. As to any Distribution
Date and the Class 15-IO Certificates, the sum of the Component Unpaid Interest
Shortfalls for the Class 6-15-IO Component and the Class 7-15-IO Component.
Closing Date: February 27, 2006.
Code: The Internal Revenue Code of 1986, as amended.
Compensating Interest: With respect to any Distribution Date, the
least of (a) the aggregate Servicing Fee for such Distribution Date (before
giving effect to any reduction pursuant to Section 3.17), (b) the Prepayment
Interest Shortfall for such Distribution Date and (c) one-twelfth of 0.25% of
the aggregate Stated Principal Balance of the Mortgage Loans.
Component: As defined in the Preliminary Statement.
Component Balance: With respect to any 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 Component Balance previously allocated thereto pursuant to Section
5.03(b). The IO Components are interest-only Components and have no Component
Balance.
Component Interest Distribution Amount: For any Distribution Date
and each IO Component, the sum of (i) the Accrued Component Interest and (ii)
any Component Unpaid Interest Shortfall for such Component. The PO Components
are principal only Components and are not entitled to distributions of interest.
Component Interest Shortfall: For any Distribution Date and each 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-CB-IO Notional Amount, Class 2-CB-IO Notional Amount, Class 3-CB-IO
Notional Amount, Class 4-CB-IO Notional Amount, the Class 6-15-IO Notional
Amount or Class 7-15-IO Notional Amount.
Component Unpaid Interest Shortfall: As to any Distribution Date and
each IO Component, the amount by which the aggregate Component Interest
Shortfalls for such Component on prior Distribution Dates exceeds the amount of
interest actually distributed on such Component on such prior Distribution Dates
pursuant to clause (ii) of the definition of "Component Interest Distribution
Amount."
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business with
respect to this Agreement is conducted, which office at the date of the
execution of this instrument is located at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxx 00000-0000, Attention: Corporate Trust Services - BOALT 2006-2, and for
certificate transfer purposes is located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust Services - BOALT
2006-2, or at such other address as the Trustee may designate from time to time
by notice to the Certificateholders, the Depositor and the Servicer.
Corresponding Upper-Tier Class, Classes or Component: As to the
following Uncertificated Middle-Tier Interests, the Corresponding Upper-Tier
Class, Classes or Component, as follows:
Uncertificated Corresponding Upper-Tier
Middle-Tier Interest Class, Classes or Component
-------------------------------- -----------------------------------------------
Class 1-CB-M1 Interest Class 1-CB-1 Certificates
Class 1-CB-MIO Interest Class 1-CB-IO Component
Class 1-CB-MPO Interest Class 1-CB-PO Component
Class 2-CB-M1 Interest Class 2-CB-1 Certificates
Class 2-CB-MIO Interest Class 2-CB-IO Component
Class 2-CB-MPO Interest Class 2-CB-PO Component
Class 3-CB-M1 Interest Class 3-CB-1 Certificates
Class 3-CB-MIO Interest Class 3-CB-IO Component
Class 3-CB-MPO Interest Class 3-CB-PO Component
Class 4-CB-M1 Interest Class 4-CB-1 Certificates
Class 4-CB-MIO Interest Class 4-CB-IO Component
Class 4-CB-MPO Interest Class 4-CB-PO Component
Class 5-A-M1 Interest Class 5-A-1 and Class 5-A-2 Certificates
Class 5-A-M3 Interest Class 5-A-3, Class 5-A-4, Class 5-A-5 and
Class 5-A-6 Certificates
Class 5-A-MUR Interest Class 5-A-R Certificate
Class 5-MIO Interest Class 5-IO Certificates
Class 5-MPO Interest Class 5-PO Certificates
Class 6-A-M1 Interest Class 6-A-1 Certificates
Class 6-15-MIO Interest Class 6-15-IO Component
Class 6-15-MPO Interest Class 6-15-PO Component
Class 7-A-M1 Interest Class 7-A-1 Certificates
Class 7-15-MIO Interest Class 7-15-IO Component
Class 7-15-MPO Interest Class 7-15-PO Component
Class B-M1 Interest Class B-1 Certificates
Class B-M2 Interest Class B-2 Certificates
Class B-M3 Interest Class B-3 Certificates
Class B-M4 Interest Class B-4 Certificates
Class B-M5 Interest Class B-5 Certificates
Class B-M6 Interest Class B-6 Certificates
Counterparty: Bank of America, National Association.
Custodian: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 9.12. The Custodian
may (but need not) be the Trustee or any Person directly or indirectly
controlling or controlled by or under common control of either of them. Neither
the Servicer nor the Depositor, nor any Person directly or indirectly
controlling or controlled by or under common control with any such Person may be
appointed Custodian.
Customary Servicing Procedures: With respect to the Servicer,
procedures (including collection procedures) that the Servicer customarily
employs and exercises in servicing and administering mortgage loans for its own
account and which are in accordance with accepted mortgage servicing practices
of prudent lending institutions servicing mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
are located.
Cut-off Date: February 1, 2006.
Cut-off Date Pool Principal Balance: For each Loan Group the
aggregate of the Cut-off Date Principal Balances of the Mortgage Loans in such
Loan Group which is $54,011,938.46 for Loan Group 1, $95,366,148.84 for Loan
Group 2, $79,166,715.41 for Loan Group 3, $61,056,863.20 for Loan Group 4,
$76,539,965.87 for Loan Group 5, $42,085,419.35 for Loan Group 6 and
$36,607,295.49 for Loan Group 7.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-off Date,
reduced by all installments of principal due on or prior thereto whether or not
paid.
Debt Service Reduction: As to any Mortgage Loan and any
Determination Date, the excess of (i) the Monthly Payment due on the related Due
Date under the terms of such Mortgage Loan over (ii) the amount of the monthly
payment of principal and/or interest required to be paid with respect to such
Due Date by the Mortgagor as established by a court of competent jurisdiction
(pursuant to an order which has become final and nonappealable) as a result of a
proceeding initiated by or against the related Mortgagor under the Bankruptcy
Code, as amended from time to time (11 U.S.C.); provided that no such excess
shall be considered a Debt Service Reduction so long as (a) the Servicer is
pursuing an appeal of the court order giving rise to any such modification and
(b)(1) such Mortgage Loan is not in default with respect to payment due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-off Date or (2) Monthly Payments are being advanced by the Servicer 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 Section 2.02 or 2.04.
Deficient Valuation: As to any Mortgage Loan and any Determination
Date, the excess of (i) the then outstanding indebtedness under such Mortgage
Loan over (ii) the secured valuation thereof established by a court of competent
jurisdiction (pursuant to an order which has become final and nonappealable) as
a result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which
such Mortgagor retained such Mortgaged Property; provided that no such excess
shall be considered a Deficient Valuation so long as (a) the Servicer is
pursuing an appeal of the court order giving rise to any such modification and
(b)(1) such Mortgage Loan is not in default with respect to payments due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-off Date or (2) Monthly Payments are being advanced by the Servicer in
accordance with the terms of such Mortgage Loan as in effect on the Cut-off
Date.
Deficient Valuation Mortgage Loan: Any Mortgage Loan that became the
subject of a Deficient Valuation.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Depositor: Banc of America Mortgage Securities, Inc., a Delaware
corporation, or its successor in interest, as depositor of the Trust Estate.
Depository: The Depository Trust Company, the nominee of which is
Cede & Co., as the registered Holder of the Book-Entry Certificates or any
successor thereto appointed in accordance with this Agreement. The Depository
shall at all times be a "clearing corporation" as defined in Section 8-102(3) of
the Uniform Commercial Code of the State of New York.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Determination Date: As to any Distribution Date, the 16th day of the
month of the related Distribution Date or, if such 16th day is not a Business
Day, the Business Day immediately preceding such 16th day.
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, Group 6 Discount Mortgage Loan or
Group 7 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).
Due Date: As to any Distribution Date and each Mortgage Loan, the
first day in the calendar month of such Distribution Date.
Eligible Account: Any of (i) an account or accounts maintained with
(a) Bank of America, or (b) a federal or state chartered depository institution
or trust company the short-term unsecured debt obligations of which (or, in the
case of a depository institution or trust company that is the principal
subsidiary of a holding company, the debt obligations of such holding company)
have the highest short-term ratings of each Rating Agency at the time any
amounts are held on deposit therein, or (ii) an account or accounts in a
depository institution or trust company in which such accounts are insured by
the FDIC (to the limits established by the FDIC) and the uninsured deposits in
which accounts are otherwise secured such that, as evidenced by an Opinion of
Counsel delivered to the Trustee and to each Rating Agency, the
Certificateholders have a claim with respect to the funds in such account or a
perfected first priority security interest against any collateral (which shall
be limited to Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository institution or
trust company in which such account is maintained, or (iii) a trust account or
accounts maintained with the trust department of a federal or state chartered
depository institution or trust company, 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 Bank of America.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificates: Any Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 or Class B-6 Certificate.
Escrow Account: As defined in Section 3.09(a).
Escrow Payments: The amounts constituting taxes, assessments,
Primary 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
Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan
pursuant to Section 3.11(a)(iii), exceeds (i) the unpaid principal balance of
such Liquidated Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at
the Mortgage Interest Rate from the Due Date as to which interest was last paid
or for which a Periodic Advance was made (and not reimbursed) up to the Due Date
applicable to the Distribution Date immediately following the calendar month
during which such liquidation occurred.
Exchange Act: The Securities Exchange Act of 1934, as amended.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
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 Trustee.
FIRREA: The Financial Institutions Reform, Recovery and Enforcement
Act of 1989, as amended.
Fitch: Fitch Ratings, or any successor thereto.
Form 8-K: As defined in Section 3.22(a).
Form 8-K Information: As defined in Section 3.22(d).
Form 10-D: As defined in Section 3.22(a).
Form 10-K: As defined in Section 3.22(a).
Fractional Interest: As defined in Section 5.02(d).
Grantor Trust: That portion of the Trust exclusive of the REMICs
consisting of (i) the right of the Class 5-A-1 Certificates to receive amounts
from the Reserve Fund and (ii) the Yield Maintenance Agreement and the Reserve
Fund.
Group: Any of Group 1, Group 2, Group 3, Group 4, Group 5, Group 6
or Group 7.
Group 1: The Group 1 Senior Certificates, the Class 1-CB-IO
Component and the Class 1-CB-PO Component.
Group 1 Discount Mortgage Loan. A Group 1 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 6.000% per
annum.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1
hereto.
Group 1 Premium Mortgage Loan: A Group 1 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is equal to or greater than
6.000% per annum.
Group 1 Senior Certificates: Class 1-CB-1 Certificates.
Group 2: The Group 2 Senior Certificates, the Class 2-CB-IO
Component and the Class 2-CB-PO Component.
Group 2 Discount Mortgage Loan. A Group 2 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 6.000% per
annum.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2
hereto.
Group 2 Premium Mortgage Loan: A Group 2 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is equal to or greater than
6.000% per annum.
Group 2 Senior Certificates: Class 2-CB-1 Certificates.
Group 3: The Group 3 Senior Certificates, the Class 3-CB-IO
Component and the Class 3-CB-PO Component.
Group 3 Discount Mortgage Loan: A Group 3 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 6.500% per
annum.
Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3
hereto.
Group 3 Premium Mortgage Loan: A Group 3 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is equal to or greater than
6.500% per annum.
Group 3 Senior Certificates: Class 3-CB-1 Certificates.
Group 4: The Group 4 Senior Certificates, the Class 4-CB-IO
Component and the Class 4-CB-PO Component.
Group 4 Discount Mortgage Loan: A Group 4 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 6.500% per
annum.
Group 4 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-4
hereto.
Group 4 Premium Mortgage Loan: A Group 4 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is equal to or greater than
6.500% per annum.
Group 4 Senior Certificates: Class 4-CB-1 Certificates.
Group 5: The Group 5 Senior Certificates.
Group 5 Discount Mortgage Loan: A Group 5 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 6.000% per
annum.
Group 5 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-5
hereto.
Group 5 Premium Mortgage Loan: A Group 5 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is equal to or greater than
6.000% per annum.
Group 5 Senior Certificates: Class 5-A-1, Class 5-A-2, Class 5-A-3,
Class 5-A-4, Class 5-A-5, Class 5-A-6, Class 5-A-R, Class 5-IO and Class 5-PO
Certificates.
Group 6: The Group 6 Senior Certificates, the Class 6-15-IO
Component and the Class 6-15-PO Component.
Group 6 Discount Mortgage Loan: A Group 6 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: A Group 6 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is equal to or greater than
5.500% per annum.
Group 6 Senior Certificates: Class 6-A-1 Certificates.
Group 7: The Group 7 Senior Certificates, the Class 7-15-IO
Component and the Class 7-15-PO Component.
Group 7 Discount Mortgage Loan: A Group 7 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 6.000% per
annum.
Group 7 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-7
hereto.
Group 7 Premium Mortgage Loan: A Group 7 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is equal to or greater than
6.000% per annum.
Group 7 Senior Certificates: Class 7-A-1 Certificates.
Group Subordinate Amount: With respect to any Distribution Date and
any Loan Group, the excess of the Pool Stated Principal Balance (Non-PO Portion)
for such Loan Group over the aggregate Class Certificate Balance of the Senior
Non-PO Certificates of the Related Group immediately prior to such date.
Holder: A Certificateholder.
Independent: When used with respect to any specified Person means
such a Person who (i) is in fact independent of the Depositor and the Servicer,
(ii) does not have any direct financial interest or any material indirect
financial interest in the Depositor or the Servicer or in an affiliate of either
of them, and (iii) is not connected with the Depositor or the Servicer 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 CB-IO, Class CB-PO, Class 5-A-2, Class 5-IO, Class 15-IO
and Class 15-PO Certificates), the Class Certificate Balance set forth in the
Preliminary Statement. The Class CB-IO, Class 5-A-2, Class 5-IO and Class 15-IO
Certificates are Interest Only Certificates and have no Initial Class
Certificate Balance. The Initial Class Certificate Balance of the Class CB-PO
Certificates is the sum of the Initial Component Balances for the Class 1-CB-PO,
Class 2-CB-PO, Class 3-CB-PO and Class 4-CB-PO Components. The Initial Class
Certificate Balance of the Class 15-PO Certificates is the sum of the Initial
Component Balances for the Class 6-15-PO and Class 7-15-PO Components.
Initial Component Balance: As to each PO Component, the Component
Balance set forth in the Preliminary Statement. The IO Components are
interest-only Components and have no Initial Component Balance.
Initial Component Notional Amount: As to each IO Component, the
Component Notional Amount set forth in the Preliminary Statement.
Initial Notional Amount: For the Class CB-IO Certificates, the sum
of the Initial Component Notional Amounts for the Class 1-CB-IO, Class 2-CB-IO,
Class 3-CB-IO and Class 4-CB-IO Components. For the Class 5-A-2 and Class 5-IO
Certificates, the respective Notional Amounts set forth in the Preliminary
Statement. For the Class 15-IO Certificates, the sum of the Initial Component
Notional Amounts for the Class 6-15-IO and Class 7-15-IO Components.
Insurance Policy: With respect to any Mortgage Loan included in the
Trust Estate, any related insurance policy, including all riders and
endorsements thereto in effect, including any replacement policy or policies for
any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in such Insurance
Proceeds in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each Class
of Certificates (other than the Class CB-IO, Class CB-PO, Class 5-A-1, Class
5-A-2, Class 5-IO, Class 5-PO, Class 15-IO and Class 15-PO Certificates) and
each 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 the Class 5-A-1 and Class 5-A-2 Certificates, the
period from and including the 25th day of the calendar month preceding the
calendar month in which such Distribution Date occurs and ending on the 24th day
of the calendar month in which such Distribution Date occurs.
Interest Distribution Amount: For any Distribution Date and each
interest-bearing Class (other than the Class CB-IO and Class 15-IO
Certificates), 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. For any Distribution Date and the Class CB-IO
Certificates, the sum of the Component Interest Distribution Amounts for the
Class 1-CB-IO Component, the Class 2-CB-IO Component, the Class 3-CB-IO
Component and the Class 4-CB-IO Component. For any Distribution Date and the
Class 15-IO Certificates, the sum of the Component Interest Distribution Amounts
for the Class 6-15-IO Component and the Class 7-15-IO Component.
Interest Only Certificates: Any Class of Certificates entitled to
distributions of interest, but no distributions of principal. The Class CB-IO,
Class 5-A-2, Class 5-IO and Class 15-IO Certificates are the only Classes of
Interest Only Certificates.
IO Component: As defined in the Preliminary Statement.
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 Trustee 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 5-A-1 or Class 5-A-2
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
Servicer has certified (in accordance with this Agreement) that it has received
all proceeds it expects to receive in connection with the liquidation of such
Mortgage Loan including the final disposition of an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Servicing Fees and Advances.
Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3, Loan
Group 4, Loan Group 5, Loan Group 6 or Loan Group 7.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
Loan Group 4: The Group 4 Mortgage Loans.
Loan Group 5: The Group 5 Mortgage Loans.
Loan Group 6: The Group 6 Mortgage Loans.
Loan Group 7: The Group 7 Mortgage Loans.
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 the
date of determination and the denominator of which is the Appraised Value of the
related Mortgaged Property.
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 Middle-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.
MERS: As defined in Section 2.01(b)(iii).
Middle-Tier Certificate Sub-Account: The sub-account of the
Certificate Account designated by the Trustee pursuant to Section 3.08(f).
Middle-Tier Distribution Amount: As defined in Section 5.02(a).
Middle-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 Middle-Tier Certificate
Sub-Account.
Monthly Covered Amount: As defined in the Mortgage Loan Purchase
Agreement.
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 or the Monthly Covered Amount
representing such scheduled monthly payment.
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.
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 Bank of America, as seller, and the
Depositor, as purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the Servicer to reflect the addition of Substitute Mortgage
Loans and the deletion of Defective Mortgage Loans pursuant to the provisions of
this Agreement) transferred to the Trustee as part of the Trust Estate and from
time to time subject to this Agreement, attached hereto as Exhibit X-0, Xxxxxxx
X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-7, setting
forth the following information with respect to each Mortgage Loan: (i) the
Mortgage Loan identifying number; (ii) a code indicating whether the Mortgaged
Property is owner-occupied; (iii) the property type for each Mortgaged Property;
(iv) the original months to maturity or the remaining months to maturity from
the Cut-off Date; (v) the Loan-to-Value Ratio at origination; (vi) the Mortgage
Interest Rate as of the Cut-off Date; (vii) the date on which the first Monthly
Payment was due on the Mortgage Loan, and, if such date is not the Due Date
currently in effect, such Due Date; (viii) the stated maturity date; (ix) the
amount of the Monthly Payment as of the Cut-off Date; (x) the paid-through date;
(xi) the original principal amount of the Mortgage Loan; (xii) the principal
balance of the Mortgage Loan as of the close of business on the Cut-off Date,
after application of payments of principal due on or before the Cut-off Date,
whether or not collected, and after deduction of any payments collected of
scheduled principal due after the Cut-off Date; (xiii) a code indicating the
purpose of the Mortgage Loan; (xiv) a code indicating the documentation style;
(xv) the Appraised Value; and (xvi) the closing date of such Mortgage Loan. 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 Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Interest Rate: As to any Mortgage Loan and Distribution
Date, such Mortgage Loan's Mortgage Interest Rate thereon on the first day of
the month preceding the month of the related Distribution Date reduced by (i)
the Servicing Fee Rate and (ii) the Trustee Fee Rate.
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 6.000% for each Group 1 Discount Mortgage Loan, 6.000% for each
Group 2 Discount Mortgage Loan, 6.500% for each Group 3 Discount Mortgage Loan,
6.500% for each Group 4 Discount Mortgage Loan, 6.000% for each Group 5 Discount
Mortgage Loan, 5.500% for each Group 6 Discount Mortgage Loan and 6.000% for
each Group 7 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, (b) the Stated Principal Balance, as of the date of
repurchase, of each Mortgage Loan in such Loan Group that was repurchased by the
Depositor pursuant to this Agreement during the calendar month preceding the
month of such Distribution Date, (c) any Substitution Adjustment Amount 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 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 with respect to such Mortgage Loan during the calendar month
preceding the month of such Distribution Date and (f) all Principal Prepayments
on the Mortgage Loans in such Loan Group received during the calendar month
preceding the month of such Distribution Date; and (ii) the Non-PO Recovery 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 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
Compensating Interest for such Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed and which, in the good faith judgment of the Servicer, will not or,
in the case of a proposed Advance, would not be ultimately recoverable from the
related Mortgagor, related Liquidation Proceeds, or other recoveries in respect
of the related Mortgage Loan.
Notional Amount: With respect to: (i) the Class 1-CB-IO Component
and any date of determination, the Class 1-CB-IO Notional Amount, (ii) the Class
2-CB-IO Component and any date of determination, the Class 2-CB-IO Notional
Amount, (iii) the Class 3-CB-IO Component and any date of determination, the
Class 3-CB-IO Notional Amount, (iv) the Class 4-CB-IO Component and any date of
determination, the Class 4-CB-IO Notional Amount, (v) the Class 5-A-2
Certificates and any date of determination, the Class 0-X-0 Xxxxxxxx Xxxxxx,
(xx) the Class 5-IO Certificates and any date of determination, the Class 5-IO
Notional Amount, (vii) the Class 6-15-IO Component and any date of
determination, the Class 0-00-XX Xxxxxxxx Xxxxxx, (xxxx) the Class 7-15-IO
Component and any date of determination, the Class 7-15-IO Notional Amount, (ix)
the Class CB-IO Certificates and any date of determination, the Class CB-IO
Notional Amount and (x) the Class 15-IO Certificates and any date of
determination, the Class 15-IO Notional Amount.
OCC: The Office of the Comptroller of the Currency.
Offered Certificates: The Senior Certificates, Class B-1, Class B-2
and Class B-3 Certificates.
Officer's Certificate: A certificate signed by the Chairman of the
Board, Vice Chairman of the Board, President or a Vice President and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries, or any other duly authorized officer of the Depositor or the
Servicer, as the case may be, and delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee, who may be counsel for the Depositor or the Servicer, except that any
opinion of counsel relating to the qualification of the Trust Estate as three
separate REMICs or compliance with the REMIC Provisions must be an opinion of
Independent counsel.
Original Fractional Interest: With respect to each of the following
Classes of Subordinate Certificates, the corresponding percentage described
below, as of the Closing Date:
Class B-1 2.27%
Class B-2 1.51%
Class B-3 0.96%
Class B-4 0.55%
Class B-5 0.25%
Class B-6 0.00%
Original Subordinate Class Certificate Balance: $18,463,841.00.
OTS: The Office of Thrift Supervision.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan which
was not the subject of a Principal Prepayment in Full prior to such Due Date,
which did not become a Liquidated Mortgage Loan prior to such Due Date and which
was not purchased from the Trust prior to such Due Date pursuant to Section 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
(other than the Class CB-IO and Class 15-IO Certificates) and each IO Component,
the per annum rate set forth or described in the Preliminary Statement.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate, the percentage obtained
by dividing the initial Certificate Balance of such Certificate (or the initial
notional amount for a Class CB-IO, Class 5-A-2, Class 5-IO or Class 15-IO
Certificate) by the Initial Class Certificate Balance or Initial Notional
Amount, as applicable, of the Class of which such Certificate is a part.
Periodic Advance: The payment required to be made by the Servicer
with respect to any Distribution Date pursuant to Section 3.20, the amount of
any such payment being equal to the aggregate of Monthly Payments (net of the
Servicing Fee) on the Mortgage Loans (including any REO Property) that were due
on the related Due Date and not received as of the close of business on the
related Determination Date, less the aggregate amount of any such delinquent
payments that the Servicer has determined would constitute a Nonrecoverable
Advance if advanced.
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 "P-1" by Moody's
and "F-1" by Fitch;
(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 "P-1" by
Moody's and "F-1" by Fitch;
(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
"P-1" by Moody's and "F-1" by Fitch;
(v) investments in money market funds (including funds of the
Trustee or its affiliates, or funds for which an affiliate of the
Trustee acts as advisor, as well as funds for which the Trustee and
its affiliates may receive compensation) rated "Aaa" by Moody's and
"AAA" by Fitch (if rated by Fitch) or otherwise approved in writing
by each Rating Agency; and
(vi) other obligations or securities that are acceptable to
each Rating Agency and, as evidenced by an Opinion of Counsel
obtained by the Servicer, 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 the
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 Person, and (vi) any other Person so designated by the Servicer based
on an Opinion of Counsel to the effect that any transfer to such Person may
cause the Trust or any other Holder of the 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.
Physical Certificates: The Class 5-A-R, Class B-4, Class B-5 and
Class B-6 Certificates.
Plan: As defined in Section 6.02(e).
PO Component: As defined in the Preliminary Statement.
PO Deferred Amount: As to any Distribution Date and each PO
Component or the Class 5-PO Certificates, the sum of the amounts by which the
Component Balance of such PO Component or Class Certificate Balance of the Class
5-PO Certificates, as the case may be, 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 PO Recoveries with respect to the Related Loan Group for
prior Distribution Dates and (b) the amounts distributed to such PO Component or
the Class 5-PO Certificates pursuant to Section 5.02(a)(iii) on prior
Distribution Dates.
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, the
sum of the applicable 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,
(b) the Stated Principal Balance, as of the date of repurchase, of each Mortgage
Loan in such Loan Group that was repurchased by the Depositor pursuant to this
Agreement during the calendar month preceding the month of such Distribution
Date, (c) any Substitution Adjustment Amount in connection with any 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 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 with respect to such
Mortgage Loan during the calendar month preceding the month of such Distribution
Date with respect to such Mortgage Loan and (f) all Principal Prepayments
received on the Mortgage Loans in such Loan Group received during the calendar
month preceding the month of such Distribution Date.
PO Recovery: As to any Distribution Date and Loan Group, the lesser
of (a) the PO Deferred Amount for the PO Component of the Related Group or, in
the case of Loan Group 5, the PO Deferred Amount for the Class 5-PO Certificates
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 with respect to such Mortgage Loan.
Pool Distribution Amount: As to any Distribution Date and Loan
Group, the excess of (a) the sum of (i) the aggregate of (A) the interest
portion of any Monthly Payment on a Mortgage Loan in such Loan Group (net of the
Servicing Fee) and the 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 (or in the case of any Monthly Covered Amount, the related
Remittance Date) and (B) all Periodic Advances and payments of Compensating
Interest made by the Servicer in respect of such Loan Group and Distribution
Date deposited to the Servicer Custodial Account pursuant to Section
3.08(b)(vii); (ii) all Liquidation Proceeds received on the Mortgage Loans in
such Loan Group during the preceding calendar month and deposited to the
Servicer Custodial Account pursuant to Section 3.08(b)(iii); (iii) all Principal
Prepayments (other than Total Covered Amounts) received on the Mortgage Loans in
such Loan Group during the month preceding the month of such Distribution Date
and deposited to the Servicer Custodial Account pursuant to Section 3.08(b)(i)
during such period and all Total Covered Amounts received and deposited in the
Servicer Custodial Account by the related Remittance Date; (iv) in connection
with Defective Mortgage Loans in such Loan Group, as applicable, the aggregate
of the Repurchase Prices and Substitution Adjustment Amounts deposited on the
related Remittance Date pursuant to Section 3.08(b)(vi); (v) any other amounts
in the Servicer Custodial Account deposited therein pursuant to Sections
3.08(b)(iv) and (v) in respect of such Distribution Date and such Loan Group;
(vi) any Reimbursement Amount required to be included pursuant to Section
5.02(a); and (vii) any Non-PO Recovery with respect to such Distribution Date
over (b) any (i) amounts permitted to be withdrawn from the Servicer Custodial
Account pursuant to clauses (i) through (vii), inclusive, of Section 3.11(a) in
respect of such Loan Group and (ii) amounts permitted to be withdrawn from the
Certificate Account pursuant to clause (ii) of Section 3.11(b) 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 for each Mortgage Loan in such Loan
Group of the product of (a) the Non-PO Percentage of such Mortgage Loan and (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.
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, Group 6 Premium Mortgage Loan or Group 7
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 such Distribution Date, the amount, if any, by which one month's
interest at the related Mortgage Interest Rate (net of the Servicing Fee) on
such Principal Prepayment exceeds the amount of interest paid in connection with
such Principal Prepayment.
Primary 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
CB-PO, Class 5-PO and Class 15-PO Certificates are the only Classes of Principal
Only Certificates.
Principal Prepayment: Any payment or other recovery of principal on
a Mortgage Loan (other than Liquidation Proceeds) which is received in advance
of its scheduled Due Date and is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment, including the principal portion of any
Total Covered Amount.
Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.
Priority Amount: As to any Distribution Date, the lesser of (i) the
sum of the Class Certificate Balances of the Class 5-A-3 and Class 5-A-4
Certificates and (ii) the product of (a) the Non-PO Principal Amount for Loan
Group 5, (b) the Shift Percentage and (c) the Priority Percentage.
Priority Percentage: As to any Distribution Date, (i) the sum of the
Class Certificate Balances of the Class 5-A-3 and Class 5-A-4 Certificates
divided by (ii) the Pool Stated Principal Balance (Non-PO Portion) for Loan
Group 5.
Private Certificates: The Class B-4, Class B-5 and Class B-6
Certificates.
Pro Rata Share: As to any Distribution Date and any Class of Class B
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 the Class B Certificates, 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 Class B Certificates that are not Restricted
Classes. The Pro Rata Share of a Restricted Class shall be 0%.
Qualified Appraiser: An appraiser of a Mortgaged Property duly
appointed by the originator of the related Mortgage Loan, who had no interest,
direct or indirect, in such Mortgaged Property or in any loan made on the
security thereof, whose compensation is not affected by the approval or
disapproval of the related Mortgage Loan and who met the minimum qualifications
of Xxxxxx Xxx or Xxxxxxx Mac.
Rate Determination Date: As to any Class of LIBOR Certificates and
each Distribution Date (other than the initial Distribution Date), 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 Fitch and Xxxxx'x. If either such
organization or a successor is no longer in existence, "Rating Agency" shall be
such nationally recognized statistical rating organization, or other comparable
Person, as is designated by the Depositor, notice of which designation shall be
given to the Trustee. References herein to a given rating or rating category of
a Rating Agency shall mean such rating category without giving effect to any
modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount as of the date of such liquidation, equal to (i) the unpaid principal
balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Interest Rate and to principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, if the principal amount due under the related
Mortgage Note has been reduced, the difference between the principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan that has become the subject of a
Debt Service Reduction and any Distribution Date, the amount, if any, by which
the principal portion of the related Monthly Payment has been reduced.
Record Date: The last day of the month (or, if such day is not a
Business Day, the preceding Business Day) preceding the month in which the
related Distribution Date occurs.
Recovery: As to any Distribution Date and Loan Group, the sum of all
amounts received during the calendar month preceding the month of such
Distribution Date on each Mortgage Loan in such Loan Group subsequent to such
Mortgage Loan being determined to be a Liquidated Mortgage Loan.
Refinance Mortgage Loan: Any Mortgage Loan the proceeds of which
were not used to purchase the related Mortgaged Property.
Regular Certificates: As defined in the Preliminary Statement
hereto.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been
provided by the Securities and Exchange Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg.
1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Securities and Exchange
Commission, or as may be provided by the Securities and Exchange Commission or
its staff from time to time.
Reimbursement Amount: As defined in Section 2.04.
Related Group: For Loan Group 1, Group 1; for Loan Group 2, Group 2;
for Loan Group 3, Group 3; for Loan Group 4, Group 4; for Loan Group 5, Group 5;
for Loan Group 6, Group 6; and for Loan Group 7, Group 7.
Related Loan Group: For Group 1, Loan Group 1; for Group 2, Loan
Group 2; for Group 3, Loan Group 3; for Group 4, Loan Group 4; for Group 5, Loan
Group 5; for Group 6, Loan Group 6; and for Group 7, Loan Group 7.
Relevant Servicing Criteria: The Servicing Criteria applicable to
the various parties, as set forth on Exhibit 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 Trustee or the Servicer, the term "Relevant Servicing Criteria"
may refer to a portion of the Relevant Servicing Criteria applicable to the
Servicer or the Trustee.
Relief Act: The Servicemembers Civil Relief Act, as it may be
amended from time to time.
Relief Act Reduction: With respect to any Distribution Date, for any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result of
the application of the Relief Act or comparable state legislation, the amount,
if any, by which (i) interest collectible on such Mortgage Loan for the most
recently ended calendar month is less than (ii) interest accrued pursuant to the
terms of the Mortgage Note on the same principal amount and for the same period
as the interest collectible on such Mortgage Loan for the most recently ended
calendar month.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Certificate Maturity Date: The "latest possible maturity date"
of the Regular Certificates and the Components 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: As to any Distribution Date, by 2:00 p.m. Eastern
time on the Business Day immediately preceding such Distribution Date.
REO Disposition Period: As defined in Section 3.14.
REO Proceeds: Proceeds, net of any related expenses of the Servicer,
received in respect of any REO Property (including, without limitation, proceeds
from the rental of the related Mortgaged Property) which are received prior to
the final liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by the Servicer on
behalf of the Trust through foreclosure or deed-in-lieu of foreclosure in
connection with a defaulted Mortgage Loan.
Reportable Event: As defined in Section 3.22(d).
Repurchase Price: As to any Defective Mortgage Loan repurchased on
any date pursuant to Section 2.02 or 2.04, an amount equal to the sum of (i) the
unpaid principal balance thereof and (ii) the unpaid accrued interest thereon at
the applicable Mortgage Interest Rate from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Mortgage Loan became eligible to be repurchased.
Request for Release: The Request for Release submitted by the
Servicer to the Trustee or the Custodian on behalf of the Trustee, substantially
in the form of Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement in respect of such Mortgage Loan.
Reserve Fund: The trust account created and maintained by the
Trustee pursuant to Section 3.08(g) which shall be entitled the "Reserve Fund,
Xxxxx Fargo Bank, N.A., as Trustee, in trust for registered Holders of the Class
5-A-1 Certificates of the Banc of America Alternative Loan Trust 2006-2 Mortgage
Pass-Through Certificates, Series 2006-2" and which must be an Eligible Account.
Amounts on deposit in the Reserve Fund shall not be invested. The Reserve Fund
shall not be an asset of any REMIC formed under this Agreement.
Residual Certificate: The Class 5-A-R Certificate.
Responsible Officer: When used with respect to the Trustee, any
officer of the Corporate Trust Department of the Trustee, including any Senior
Vice President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and having responsibility for the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
Seller: Bank of America, a national banking association, or its
successor in interest, as seller of the Mortgage Loans under the Mortgage Loan
Purchase Agreement.
Senior Certificates: The Class 1-CB-1, Class 2-CB-1, Class 3-CB-1,
Class 4-CB-1, Class CB-IO, Class CB-PO, Class 5-A-1, Class 5-A-2, Class 5-A-3,
Class 5-A-4, Class 5-A-5, Class 5-A-6, Class 5-A-R, Class 5-IO, Class 5-PO,
Class 6-A-1, Class 7-A-1, Class 15-IO and Class 15-PO Certificates.
Senior Credit Support Depletion Date: The date on which the
aggregate Class Certificate Balance of the Subordinate Certificates is reduced
to zero.
Senior Non-PO Certificates: The Class 1-CB-1, Class 2-CB-1, Class
3-CB-1, Class 4-CB-1, Class CB-IO, Class 5-A-1, Class 5-A-2, Class 5-A-3, Class
5-A-4, Class 5-A-5, Class 5-A-6, Class 5-A-R, Class 5-IO, Class 6-A-1, Class
7-A-1 and Class 15-IO Certificates.
Senior Percentage: With respect to any Distribution Date and Loan
Group, the percentage, carried six places rounded up, obtained by dividing (i)
the aggregate Class Certificate Balance of the Senior Non-PO Certificates of the
Related Group immediately prior to such Distribution Date by (ii) the Pool
Stated Principal Balance (Non-PO Portion) of such Loan Group immediately prior
to such Distribution Date.
Senior Prepayment Percentage: For any Distribution Date and Loan
Group during the five years beginning on the first Distribution Date, 100%. The
Senior Prepayment Percentage for any Loan Group 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
year thereafter, the Senior Percentage for such Loan Group plus 70% of the
Subordinate Percentage for such Loan Group for such Distribution Date; for any
Distribution Date in the second year thereafter, the Senior Percentage for such
Loan Group plus 60% of the Subordinate Percentage for such Loan Group for such
Distribution Date; for any Distribution Date in the third year thereafter, the
Senior Percentage for such Loan Group plus 40% of the Subordinate Percentage for
such Loan Group for such Distribution Date; for any Distribution Date in the
fourth year thereafter, the Senior Percentage for such Loan Group plus 20% of
the Subordinate Percentage for such Loan Group for such Distribution Date; and
for any Distribution Date in the fifth or later years thereafter, the Senior
Percentage for such Loan Group for such Distribution Date, unless on any of the
foregoing Distribution Dates the Total Senior Percentage exceeds the initial
Total Senior Percentage, 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 any 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 as to which
any decrease in the Senior Prepayment Percentage for any Loan Group applies, (i)
the outstanding principal balance of all Mortgage Loans (including, for this
purpose, any Mortgage Loans in foreclosure, any REO Property and any Mortgage
Loan for which the Mortgagor has filed for bankruptcy after the Closing Date)
delinquent 60 days or more (averaged over the preceding six-month period), as a
percentage of the aggregate Class Certificate Balance of the Subordinate
Certificates, is not equal to or greater than 50% or (ii) cumulative Realized
Losses with respect to the Mortgage Loans as of the applicable Distribution Date
do not exceed the percentages of the Original Subordinate Class Certificate
Balance set forth below:
Percentage of Original
Distribution Date Subordinate Class
Occurring Certificate Balance
-------------------------- --------------------------
March 2011 through 30%
February 2012
March 2012 through 35%
February 2013
March 2013 through 40%
February 2014
March 2014 through 45%
February 2015
March 2015 and thereafter 50%
Servicer: Bank of America, a national banking association, or its
successor in interest, in its capacity as servicer of the Mortgage Loans, or any
successor servicer appointed as herein provided.
Servicer Advance Date: As to any Distribution Date, 11:30 a.m.,
Eastern time, on the Business Day immediately preceding such Distribution Date.
Servicer Custodial Account: The separate Eligible Account or
Accounts created and maintained by the Servicer pursuant to Section 3.08(b).
Servicer Custodial Account Reinvestment Income: For each
Distribution Date, all income and gains net of any losses realized since the
preceding Distribution Date from Permitted Investments of funds in the Servicer
Custodial Account.
Servicer's Certificate: The monthly report required by Section 4.01.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by the Servicer of its
servicing obligations, including, but not limited to (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) expenses reimbursable
to the Servicer pursuant to Section 3.14 and any enforcement or judicial
proceedings, including foreclosures, (iii) the management and liquidation of any
REO Property and (iv) compliance with the obligations under Section 3.12.
Servicing Compensation: With respect to each Distribution Date, the
sum of (i) the aggregate Servicing Fee for such Distribution Date subject to
reduction as provided in Section 3.17, (ii) any Ancillary Income, (iii) Excess
Proceeds for the preceding month and (iv) the Servicer Custodial Account
Reinvestment Income for such Distribution Date.
Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB, as such may be amended from time to time, which as of
the Closing Date are listed on Exhibit Q hereto.
Servicing Fee: With respect to each Mortgage Loan and Distribution
Date, the amount of the fee payable to the Servicer, which shall, for such
Distribution Date, be equal to one-twelfth of the product of the Servicing Fee
Rate with respect to such Mortgage Loan and the Stated Principal Balance of such
Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the
same Stated Principal Balance and period respecting which any related interest
payment on a Mortgage Loan is computed. The Servicer's right to receive the
Servicing Fee is limited to, and payable solely from, the interest portion
(including recoveries with respect to interest from Liquidation Proceeds and
other proceeds, to the extent permitted by Section 3.11) of related Monthly
Payments collected by the Servicer, or as otherwise provided under Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan, 0.250% per
annum.
Servicing File: The items pertaining to a particular Mortgage Loan
referred to in Exhibit J hereto, and any additional documents required to be
added to the Servicing File pursuant to the Agreement.
Servicing Function Participant: Any affiliate, third party vendor or
Subservicer engaged by the Servicer or the Trustee that is participating in the
servicing function with respect to the Mortgage Loans, within the meaning of
Item 1122 of Regulation AB.
Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing officers furnished to the Trustee by the
Servicer, as such list may from time to time be amended.
Servicing Transfer Costs: All reasonable costs and expenses incurred
by the Trustee in connection with the transfer of servicing from a predecessor
servicer, including, without limitation, any costs or expenses associated with
the complete transfer of all servicing data and the completion, correction or
manipulation of such servicing data as may be required by the Trustee to correct
any errors or insufficiencies in the servicing data or otherwise to enable the
Trustee to service the Mortgage Loans properly and effectively.
Shift Percentage: As to any Distribution Date, the percentage
indicated below:
---------------------------------------------------
Distribution Date Occurring In Shift
Percentage
---------------------------------------------------
March 2006 through February 0%
2011..................
---------------------------------------------------
March 2011 through February 30%
2012..................
---------------------------------------------------
March 2012 through February 40%
2013..................
---------------------------------------------------
March 2013 through February 60%
2014..................
---------------------------------------------------
March 2014 through February 80%
2015..................
---------------------------------------------------
March 2015 and thereafter...............100%....
---------------------------------------------------
Similar Law: As defined in Section 6.02(e).
Sponsor: Bank of America, National Association.
Stated Principal Balance: As to any Mortgage Loan and date, the
unpaid principal balance of such Mortgage Loan as of the Due Date immediately
preceding 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.
Subordinate Balance Ratio: As of any date of determination, the
ratio among the principal balances of the Class 1-LS Interest, Class 2-LS
Interest, Class 3-LS Interest, Class 4-LS Interest, Class 5-LS Interest, Class
6-LS Interest and Class 7-LS Interest equal to the ratio among the Group
Subordinate Amounts of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4,
Loan Group 5, Loan Group 6 and Loan Group 7.
Subordinate Certificates: The Class B Certificates.
Subordinate Percentage: As of any Distribution Date and Loan Group,
100% minus the Senior Percentage for such Loan Group for such Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date and
Loan Group, 100% minus the Senior Prepayment Percentage for such Loan Group for
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 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.
Subservicer: Any Person with which the Servicer has entered into a
Subservicing Agreement and which satisfies the requirements set forth therein.
Subservicing Agreement: Any subservicing agreement (which, in the
event the Subservicer is an affiliate of the Servicer, need not be in writing)
between the Servicer and any Subservicer relating to servicing and/or
administration of certain Mortgage Loans as provided in Section 3.02.
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, and not more
than 10% less than, the Stated Principal Balance of the Defective Mortgage Loan;
(ii) have a Net Mortgage Interest Rate equal to that of the Defective Mortgage
Loan; (iii) have a Loan-to-Value Ratio not higher than that of the Defective
Mortgage Loan; (iv) have a remaining term to maturity not greater than (and not
more than one year less than) that of the Defective Mortgage Loan; and (v)
comply with each Mortgage Loan representation and warranty set forth in this
Agreement relating to the Defective Mortgage Loan. 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.
Tax Matters Person: Any person designated as "tax matters person" in
accordance with Section 5.06 and the manner provided under Treasury Regulation
ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.
Telerate Page 3750: As defined in Section 5.09.
Total Covered Amount: As defined in the Mortgage Loan Purchase
Agreement.
Total Senior Percentage: With respect to any Distribution Date, the
percentage, carried six places rounded up, obtained by dividing the aggregate
Class Certificate Balance of the Senior Non-PO Certificates immediately prior to
such Distribution Date by the aggregate Pool Stated Principal Balance (Non-PO
Portion) of all Loan Groups for such Distribution Date.
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.
Trust Estate: The corpus of the Trust created to the extent
described herein, consisting of the Mortgage Loans, such assets as shall from
time to time be identified as deposited in the Servicer Custodial Account or the
Certificate Account or the Reserve Fund, in accordance with this Agreement, REO
Property, the Primary Insurance Policies, any other Required Insurance Policy,
the right to receive any BPP Mortgage Loan Payment and the Trustee's rights
under the Yield Maintenance Agreement.
Trustee: Xxxxx Fargo Bank, N.A., and any successors-in-interest and,
if a successor trustee is appointed hereunder, such successor, as trustee.
Trustee Fee: As to any Distribution Date and Loan Group, an amount
equal to one-twelfth of the Trustee Fee Rate multiplied by the aggregate Stated
Principal Balance of the Mortgage Loans in the Related Loan Group immediately
following the Due Date in the month preceding the month in which such
Distribution Date occurs.
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0045% per
annum.
Uncertificated Lower-Tier Interest: A regular interest in the
Lower-Tier REMIC which is held as an asset of the Middle-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-LWIO
Interest, Class 2-L Interest, Class 2-LS Interest, Class 2-LPO Interest, Class
2-LWIO Interest, Class 3-L Interest, Class 3-LS Interest, Class 3-LPO Interest,
Class 3-LWIO Interest, Class 4-L Interest, Class 4-LS Interest, Class 4-LPO
Interest, Class 4-LWIO Interest, Class 5-L Interest, Class 5-LS Interest, Class
5-LPO Interest, Class 5-LWIO Interest, Class 6-L Interest, Class 6-LS Interest,
Class 6-LPO Interest, Class 6-LWIO Interest, Class 7-L Interest, Class 7-LS
Interest, Class 7-LPO Interest and Class 7-LWIO Interest are Uncertificated
Lower-Tier Interests.
Uncertificated Middle-Tier Interest: A regular interest in the
Middle-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-CB-M1 Interest, Class 1-CB-MIO Interest, Class 1-CB-MPO Interest,
Class 2-CB-M1 Interest, Class 2-CB-MIO Interest, Class 2-CB-MPO Interest, Class
3-CB-M1 Interest, Class 3-CB-MIO Interest, Class 3-CB-MPO Interest, Class
4-CB-M1 Interest, Class 4-CB-MIO Interest, Class 4-CB-MPO Interest, Class 5-A-M1
Interest, Class 5-A-M3 Interest, Class 5-A-MUR Interest, Class 5-MIO Interest,
Class 5-MPO Interest, Class 6-A-M1 Interest, Class 6-15-MIO Interest, Class
6-15-MPO Interest, Class 7-A-M1 Interest, Class 7-15-MIO Interest, Class
7-15-MPO Interest, Class B-M1 Interest, Class B-M2 Interest, Class B-M3
Interest, Class B-M4 Interest, Class B-M5 Interest and Class B-M6 Interest are
Uncertificated Middle-Tier Interests.
Underwriting Guidelines: The underwriting guidelines of Bank of
America.
Upper-Tier Certificate Sub-Account: The sub-account of the
Certificate Account designated by the Trustee pursuant to Section 3.08(f).
Upper-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Uncertificated Middle-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 Holders of
the Class CB-IO Certificates, (b) 1% of all Voting Rights shall be allocated to
the Holders of the Class 5-A-2 Certificates, (c) 1% of all Voting Rights shall
be allocated to the Holders of the Class 5-IO Certificates, (d) 1% of all Voting
Rights shall be allocated to the Holders of the Class 15-IO Certificates, (e) 1%
of all Voting Rights shall be allocated to the Holder of the Residual
Certificate and (f) 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.
Yield Maintenance Agreement: The yield maintenance agreement between
the Trustee, on behalf of the Trust, and the Counterparty, which will be for the
benefit of the Class 5-A-1 Certificates, substantially in the form attached
hereto as Exhibit S. The Yield Maintenance Agreement shall not be an asset of
any REMIC formed under this Agreement.
Yield Maintenance Agreement Payment: For any Distribution Date
(other than the Distribution Date in March 2006) prior to and including the
Distribution Date in August 2009, the amount, if any, required to be paid by the
Counterparty to the Trustee under the Yield Maintenance Agreement.
Section 1.02 Interest Calculations. All calculations of interest
will be made on a 360-day year consisting of twelve 30-day months. All dollar
amounts calculated hereunder shall be rounded to the nearest xxxxx with one-half
of one xxxxx being rounded down.
Section 1.03 Fiscal Year. The fiscal year of the Trust will be the
calendar year.
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, including all
interest and principal received on or with respect to the Mortgage Loans (other
than payments of principal and interest due and payable on the Mortgage Loans on
or before the Cut-off Date). The 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. In addition, 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, the Depositor's rights to receive any
BPP Mortgage Loan Payment. 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
shall deliver or cause to be delivered to the Trustee, for the benefit of the
Certificateholders, the following documents or instruments with respect to each
Mortgage Loan so assigned:
(i) the original Mortgage Note, endorsed by manual or facsimile
signature in the following form: "Pay to the order of Xxxxx Fargo Bank,
N.A., as trustee for the holders of the Banc of America Alternative Loan
Trust 2006-2 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);
(ii) except as provided below, the original recorded Mortgage with
evidence of a recording thereon, or if any such Mortgage has not been
returned from the applicable recording office or has been lost, or if such
public recording office retains the original recorded Mortgage, a copy of
such Mortgage certified by the Depositor as being a true and correct copy
of the Mortgage;
(iii) subject to the provisos at the end of this paragraph, a duly
executed Assignment of Mortgage to "Xxxxx Fargo Bank, N.A., as trustee for
the holders of the Banc of America Alternative Loan Trust 2006-2 Mortgage
Pass-Through Certificates, Series 2006-2" (which may be included in a
blanket assignment or assignments), together with, except as provided
below, originals of all interim recorded assignments of such mortgage or a
copy of such interim assignment certified by the Depositor as being a true
and complete copy of the original recorded intervening assignments of
Mortgage (each such assignment, when duly and validly completed, to be in
recordable form and sufficient to effect the assignment of and transfer to
the assignee thereof, under the Mortgage to which the assignment relates);
provided that, if the related Mortgage has not been returned from the
applicable public recording office, such Assignment of Mortgage may
exclude the information to be provided by the recording office; and
provided, further, if the related Mortgage has been recorded in the name
of Mortgage Electronic Registration Systems, Inc. ("MERS") or its
designee, no Assignment of Mortgage in favor of the Trustee will be
required to be prepared or delivered and instead, the Servicer shall take
all actions as are necessary to cause the Trust to be shown as the owner
of the related Mortgage Loan on the records of MERS for purposes of the
system of recording transfers of beneficial ownership of mortgages
maintained by MERS;
(iv) the originals of all assumption, modification, consolidation or
extension agreements, if any, with evidence of recording thereon, if any;
(v) any of (A) the original or duplicate original mortgagee title
insurance policy and all riders thereto, (B) a title search showing no
lien (other than standard exceptions of the type described in Section 2.04
(viii)) 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 Co-op Shares, the originals
of the following documents or instruments:
(A) The stock certificate;
(B) The stock power executed in blank;
(C) The executed proprietary 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).
provided, however, that on the Closing Date, with respect to item (iii), the
Depositor has delivered to the Trustee a copy of such Assignment of Mortgage in
blank and has caused the Servicer to retain the completed Assignment of Mortgage
for recording as described below, unless such Mortgage has been recorded in the
name of MERS or its designee. In addition, if the Depositor is unable to deliver
or cause the delivery of any original Mortgage Note due to the loss of such
original Mortgage Note, the Depositor may deliver a copy of such Mortgage Note,
together with a lost note affidavit, and shall thereby be deemed to have
satisfied the document delivery requirements of this Section 2.01(b).
If in connection with any Mortgage Loans, the Depositor cannot
deliver (A) the Mortgage, (B) all interim recorded assignments, (C) all
assumption, modification, consolidation or extension agreements, if any, or (D)
the lender's title policy, if any, (together with all riders thereto) satisfying
the requirements of clause (ii), (iii), (iv) or (v) above, respectively,
concurrently with the execution and delivery hereof because such document or
documents have not been returned from the applicable public recording office in
the case of clause (ii), (iii) or (iv) above, or because the title policy, if
any, has not been delivered to either the Servicer or the Depositor by the
applicable title insurer in the case of clause (v) above, the Depositor shall
promptly deliver or cause to be delivered to the Trustee or the Custodian on
behalf of the Trustee, in the case of clause (ii), (iii) or (iv) above, such
Mortgage, such interim assignment or such assumption, modification,
consolidation or extension agreement, as the case may be, with evidence of
recording indicated thereon upon receipt thereof from the public recording
office, but in no event shall any such delivery of any such documents or
instruments be made later than one year following the Closing Date, unless, in
the case of clause (ii), (iii) or (iv) above, there has been a continuing delay
at the applicable recording office or, in the case of clause (v), there has been
a continuing delay at the applicable insurer and the Depositor has delivered the
Officer's Certificate to such effect to the Trustee. The Depositor shall forward
or cause to be forwarded to the Trustee (1) from time to time additional
original documents evidencing an assumption or modification of a Mortgage Loan
and (2) any other documents required to be delivered by the Depositor or the
Servicer to the Trustee or the Custodian on the Trustee's behalf. 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 Servicer shall prepare, execute
and deliver or cause to be prepared, executed and delivered, on behalf of the
Trust, such a document to the public recording office.
As promptly as practicable subsequent to such transfer and
assignment, and in any event, within 30 days thereafter, the Servicer shall
(except for any Mortgage which has been recorded in the name of MERS or its
designee) (I) cause each Assignment of Mortgage to be in proper form for
recording in the appropriate public office for real property records within 30
days of the Closing Date and (II) at the Depositor's expense, cause to be
delivered for recording in the appropriate public office for real property
records the Assignments of the Mortgages to the Trustee, except that, with
respect to any Assignment of a Mortgage as to which the Servicer has not
received the information required to prepare such assignment in recordable form,
the Servicer's obligation to do so and to deliver the same for such recording
shall be as soon as practicable after receipt of such information and in any
event within 30 days after the receipt thereof and, no recording of an
Assignment of Mortgage will be required in a state if either (i) the Depositor
furnishes to the Trustee an unqualified Opinion of Counsel reasonably acceptable
to the Trustee to the effect that recordation of such assignment is not
necessary under applicable state law to preserve the Trustee's interest in the
related Mortgage Loan against the claim of any subsequent transferee of such
Mortgage Loan or any successor to, or creditor of, the Depositor or the
originator of such Mortgage Loan or (ii) the recordation of an Assignment of
Mortgage in such state is not required by either Rating Agency in order to
obtain the initial ratings on the Certificates on the Closing Date. Set forth on
Exhibit L attached hereto is a list of all states where recordation is required
by either Rating Agency to obtain the initial ratings of the Certificates. The
Trustee may rely and shall be protected in relying upon the information
contained in such Exhibit L.
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 the Custodian on the Trustee's behalf, will cause the Servicer
to deposit in the Servicer Custodial Account the portion of such payment that is
required to be deposited in the Servicer Custodial Account pursuant to Section
3.08.
Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
Subject to the provisions of the following paragraph, the Trustee declares that
it, or the Custodian as its agent, will hold the documents referred to in
Section 2.01 and the other documents delivered to it constituting the Mortgage
Files, and that it will hold such other assets as are included in the Trust
Estate, 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 the Custodian to deliver to the Depositor, the Trustee
and the Servicer a certification in the form of Exhibit M hereto (the "Initial
Certification") to the effect that, except as may be specified in a list of
exceptions attached thereto, it has received the original Mortgage Note relating
to each of the Mortgage Loans listed on the Mortgage Loan Schedule.
Within 90 days after the execution and delivery of this Agreement,
the Trustee shall review, or cause the Custodian to review, the Mortgage Files
in its possession, and shall deliver to the Depositor, the Trustee and the
Servicer a certification in the form of Exhibit N hereto (the "Final
Certification") to the effect that, as to each Mortgage Loan listed in the
Mortgage Loan Schedule, except as may be specified in a list of exceptions
attached to such Final Certification, such Mortgage File contains all of the
items required to be delivered pursuant to Section 2.01(b).
If, in the course of such review, the Trustee or the Custodian finds
any document constituting a part of a Mortgage File which does not meet the
requirements of Section 2.01 or is omitted from such Mortgage File, the Trustee
shall promptly so notify the Servicer and the Depositor, or shall cause the
Custodian to promptly so notify the Servicer and the Depositor. In performing
any such review, the Trustee or the Custodian may conclusively rely on the
purported genuineness of any such document and any signature thereon. It is
understood that the scope of the Trustee's or the Custodian's review of the
Mortgage Files is limited solely to confirming that the documents listed in
Section 2.01 have been received and further confirming that any and all
documents delivered pursuant to Section 2.01 appear on their face to have been
executed and relate to the Mortgage Loans identified in the Mortgage Loan
Schedule based solely upon the review of items (i) and (xi) in the definition of
Mortgage Loan Schedule. Neither the Trustee nor the 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. The Depositor hereby covenants and agrees that it
will promptly correct or cure such defect within 90 days from the date it was so
notified of such defect and, if the Depositor does not correct or cure such
defect within such period, the Depositor will either (a) substitute for the
related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth below or (b)
purchase such Mortgage Loan from the Trustee at the Repurchase 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 shall 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.
With respect to each Substitute Mortgage Loan the Depositor shall
deliver to 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 and will be retained by the Depositor. 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
Depositor has substituted a Substitute Mortgage Loan.
The Servicer shall amend the Mortgage Loan Schedule for the benefit
of the Certificateholders to reflect the removal of each Mortgage Loan that has
become a Defective Mortgage Loan and the substitution of the Substitute Mortgage
Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule
to the Trustee and the Custodian. Upon such substitution, each Substitute
Mortgage Loan shall be subject to the terms of this Agreement in all respects,
and the Depositor 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 Section 2.04. Upon any such
substitution and the deposit to the Servicer Custodial Account of any required
Substitution Adjustment Amount (as described in the next paragraph) and receipt
of a Request for Release, the Trustee shall release, or shall direct the
Custodian to release, the Mortgage File relating to such Defective Mortgage Loan
to the Depositor and shall execute and deliver at the Depositor's direction such
instruments of transfer or assignment prepared by the Depositor, in each case
without recourse, as shall be necessary to vest title in the Depositor, or its
designee, to the Trustee's interest in any Defective Mortgage Loan substituted
for pursuant to this Section 2.02.
For any month in which the Depositor substitutes one or more
Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount
(if any) by which the aggregate principal balance of all such Substitute
Mortgage Loans in a Loan Group as of the date of substitution is less than the
aggregate Stated Principal Balance of all such Defective Mortgage Loans in such
Loan Group (after application of the principal portion of the Monthly Payments
due in the month of substitution) (the "Substitution Adjustment Amount" for such
Loan Group) plus an amount equal to the aggregate of any unreimbursed Advances
with respect to such Defective Mortgage Loans shall be deposited into the
Servicer Custodial Account by the Depositor on or before the Remittance Date for
the Distribution Date in the month succeeding the calendar month during which
the related Mortgage Loan is required to be purchased or replaced hereunder.
The Trustee shall retain or shall cause the Custodian to retain
possession and custody of each Mortgage File in accordance with and subject to
the terms and conditions set forth herein. The Servicer shall promptly deliver
to the Trustee, upon the execution or, in the case of documents requiring
recording, receipt thereof, the originals of such other documents or instruments
constituting the Mortgage File as come into the Servicer's possession from time
to time.
It is understood and agreed that the obligation of the Depositor to
substitute for or to purchase any Mortgage Loan which does not meet the
requirements of Section 2.01 shall constitute the sole remedy respecting such
defect available to the Trustee and any Certificateholder against the Depositor.
The Trustee or the Custodian, on behalf of the Trustee, shall be
under no 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 shall only be responsible for confirming that a title search or opinion
of counsel has been provided for such Mortgage Loan and shall not be deemed to
have certified that the content of such title search or opinion of counsel is
sufficient to meet the requirements of Section 2.01(b)(v).
Section 2.03 Representations and Warranties of the Servicer. The
Servicer hereby makes the following representations and warranties to the
Depositor and the Trustee, as of the Closing Date:
(i) The Servicer is a national banking association duly organized,
validly existing, and in good standing under the federal laws of the
United States of America and has all licenses necessary to carry on its
business as now being conducted and is licensed, qualified and in good
standing in each of the states where a Mortgaged Property is located if
the laws of such state require licensing or qualification in order to
conduct business of the type conducted by the Servicer. The Servicer has
power and authority to execute and deliver this Agreement and to perform
in accordance herewith; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered pursuant
to this Agreement) by the Servicer and the consummation of the
transactions contemplated hereby have been duly and validly authorized.
This Agreement, assuming due authorization, execution and delivery by the
other parties hereto, evidences the valid, binding and enforceable
obligation of the Servicer, subject to applicable law except as
enforceability may be limited by (A) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting
the enforcement of creditors' rights generally or creditors of national
banks and (B) general principles of equity, whether enforcement is sought
in a proceeding in equity or at law. All requisite corporate action has
been taken by the Servicer to make this Agreement valid and binding upon
the Servicer in accordance with its terms.
(ii) No consent, approval, authorization or order is required for
the transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory authority
having jurisdiction over the Servicer is required or, if required, such
consent, approval, authorization or order has been or will, prior to the
Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Servicer and will
not result in the breach of any term or provision of the charter or
by-laws of the Servicer or result in the breach of any term or provision
of, or conflict with or constitute a default under or result in the
acceleration of any obligation under, any agreement, indenture or loan or
credit agreement or other instrument to which the Servicer or its property
is subject, or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Servicer or its property is
subject.
(iv) There is no action, suit, proceeding or investigation pending
or, to the best knowledge of the Servicer, threatened against the Servicer
which, either individually or in the aggregate, would result in any
material adverse change in the business, operations, financial condition,
properties or assets of the Servicer, or in any material impairment of the
right or ability of the Servicer to carry on its business substantially as
now conducted or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be taken in
connection with the obligations of the Servicer contemplated herein, or
which would materially impair the ability of the Servicer to perform under
the terms of this Agreement.
(v) The Servicer has fully furnished, and shall continue to fully
furnish for so long as it is servicing the Mortgage Loans hereunder, in
accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information on the related Mortgagor
credit files to Equifax, Experian and Trans Union Credit Information
Company on a monthly basis.
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. Upon discovery by any of the Depositor,
the Servicer or the Trustee of a breach of any of the representations or
warranties set forth in this Section 2.03, the party discovering such breach
shall give prompt written notice to the other parties.
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) The information set forth in the Mortgage Loan Schedule is true
and correct in all material respects.
(ii) There are no delinquent taxes, ground rents, governmental
assessments, insurance premiums, leasehold payments, including assessments
payable in future installments or other outstanding charges affecting the
lien priority of the related Mortgaged Property.
(iii) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if
necessary to maintain the lien priority of the Mortgage, and which have
been delivered to the Trustee; the substance of any such waiver,
alteration or modification has been approved by the insurer under the
Primary Insurance Policy, if any, the title insurer, to the extent
required by the related policy, and is reflected on the Mortgage Loan
Schedule. No instrument of waiver, alteration or modification has been
executed, and no Mortgagor has been released, in whole or in part, except
in connection with an assumption agreement approved by the insurer under
the Primary Insurance Policy, if any, the title insurer, to the extent
required by the policy, and which assumption agreement has been delivered
to the Trustee.
(iv) The Mortgage Note and the Mortgage are not subject to any right
of rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note and
the Mortgage, or the exercise of any right thereunder, render either the
Mortgage Note or the Mortgage unenforceable, in whole or in part, or
subject to any right of rescission, set-off, counterclaim or defense,
including the defense of usury and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto.
(v) All buildings upon the Mortgaged Property are insured by an
insurer generally acceptable to prudent mortgage lending institutions
against loss by fire, hazards of extended coverage and such other hazards
as are customary in the area the Mortgaged Property is located, pursuant
to insurance policies conforming to the requirements of Customary
Servicing Procedures and this Agreement. All such insurance policies
contain a standard mortgagee clause naming the originator of the Mortgage
Loan, its successors and assigns as mortgagee and all premiums thereon
have been paid. If the Mortgaged Property is in an area identified on a
flood hazard map or flood insurance rate map issued by the Federal
Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available), a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the requirements of
Xxxxxx Xxx or Xxxxxxx Mac. The Mortgage obligates the Mortgagor thereunder
to maintain all such insurance at the Mortgagor's cost and expense, and on
the Mortgagor's failure to do so, authorizes the holder of the Mortgage to
maintain such insurance at Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor.
(vi) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth in lending, real estate
settlement procedures, consumer credit protections, all applicable
predatory and abusive lending laws, equal credit opportunity or disclosure
laws applicable to the origination and servicing of Mortgage Loan have
been complied with.
(vii) The Mortgage has not been satisfied, canceled, subordinated or
rescinded, in whole or in part (other than as to Principal Prepayments in
full which may have been received prior to the Closing Date), and the
Mortgaged Property has not been released from the lien of the Mortgage, in
whole or in part, nor has any instrument been executed that would effect
any such satisfaction, cancellation, subordination, rescission or release.
(viii) The Mortgage is a valid, existing and enforceable first lien
on the Mortgaged Property, including all improvements on the Mortgaged
Property subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of the public
record as of the date of recording being acceptable to mortgage lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and
which do not adversely affect the Appraised Value of the Mortgaged
Property, (C) if the Mortgaged Property consists of Co-op Shares, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation, and (D) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of
the security intended to be provided by the Mortgage or the use,
enjoyment, value or marketability of the related Mortgaged Property. Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a
valid, existing and enforceable first lien and first priority security
interest on the property described therein and the Depositor has the full
right to sell and assign the same to the Trustee.
(ix) The Mortgage Note and the related Mortgage are genuine and each
is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms 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.
(x) All parties to the Mortgage Note and the Mortgage had legal
capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage
have been duly and properly executed by such parties.
(xi) The proceeds of the Mortgage Loan have been fully disbursed to
or for the account of the Mortgagor and there is no obligation for the
Mortgagee to advance additional funds thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with.
All costs, fees and expenses incurred in making or closing the Mortgage
Loan and the recording of the Mortgage have been paid, and the Mortgagor
is not entitled to any refund of any amounts paid or due to the Mortgagee
pursuant to the Mortgage Note or Mortgage.
(xii) To the best of the Depositor's knowledge, all parties which
have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held and disposed of such interest, were) in compliance with any and all
applicable "doing business" and licensing requirements of the laws of the
state wherein the Mortgaged Property is located.
(xiii) (A) The Mortgage Loan is covered by an ALTA lender's title
insurance policy, acceptable to Xxxxxx Xxx or Xxxxxxx Mac, issued by a
title insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac and qualified to do
business in the jurisdiction where the Mortgaged Property is located,
insuring (subject to the exceptions contained in (viii)(A) and (B) above)
the Seller, its successors and assigns as to the first priority lien of
the Mortgage in the original principal amount of the Mortgage Loan, (B) a
title search has been done showing no lien (other than the exceptions
contained in (viii)(A) and (B) above) on the related Mortgaged Property
senior to the lien of the Mortgage or (C) in the case of any Mortgage Loan
secured by a Mortgaged Property located in a jurisdiction where such
policies are generally not available, an opinion of counsel of the type
customarily rendered in such jurisdiction in lieu of title insurance is
instead received. For each Mortgage Loan covered by a title insurance
policy (x) the Depositor is the sole insured of such lender's title
insurance policy, and such lender's title insurance policy is in full
force and effect and will be in full force and effect upon the
consummation of the transactions contemplated by this Agreement and (y) no
claims have been made under such lender's title insurance policy, and the
Depositor has not done, by act or omission, anything which would impair
the coverage of such lender's title insurance policy.
(xiv) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a default, breach, violation or
event of acceleration, and the Seller has not waived any default, breach,
violation or event of acceleration.
(xv) As of the date of origination of the Mortgage Loan, there had
been no mechanics' or similar liens or claims filed for work, labor or
material (and no rights are outstanding that under law could give rise to
such lien) affecting the related Mortgaged Property which are or may be
liens prior to, or equal or coordinate with, the lien of the related
Mortgage.
(xvi) All improvements which were considered in determining the
Appraised Value of the related Mortgaged Property lay wholly within the
boundaries and building restriction lines of the Mortgaged Property, and
no improvements on adjoining properties encroach upon the Mortgaged
Property.
(xvii) The Mortgage Loan was originated by a savings and loan
association, savings bank, commercial bank, credit union, insurance
company, or similar institution which is supervised and examined by a
federal or state authority, or by a mortgagee approved by the Secretary of
Housing and Urban Development pursuant to sections 203 and 211 of the
National Housing Act.
(xviii) Principal payments on the Mortgage Loan commenced no more
than sixty days after the proceeds of the Mortgaged Loan were disbursed.
The Mortgage Loans are 10 to 30-year fixed rate mortgage loans having an
original term to maturity of not more than 30 years, with interest payable
in arrears on the first day of the month. Each Mortgage Note requires a
monthly payment which is sufficient to fully amortize the original
principal balance over the original term thereof and to pay interest at
the related Mortgage Interest Rate. The Mortgage Note does not permit
negative amortization.
(xix) There is no proceeding pending or, to the Depositor's
knowledge, threatened for the total or partial condemnation of the
Mortgaged Property. The Mortgaged Property is in good repair and is
undamaged by waste, fire, earthquake or earth movement, windstorm, flood,
tornado or other casualty, so as to affect adversely the value of the
Mortgaged Property as security for the Mortgage Loan or the use for which
the premises were intended.
(xx) The Mortgage and related Mortgage Note contain customary and
enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property
of the benefits of the security provided thereby, including (A) in the
case of a Mortgage designated as a deed of trust, by trustee's sale, and
(B) otherwise by judicial foreclosure. To the best of the Depositor's
knowledge, following the date of origination of the Mortgage Loan, the
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection
under applicable bankruptcy laws. There is no homestead or other exemption
or right available to the Mortgagor or any other person which would
interfere with the right to sell the Mortgaged Property at a trustee's
sale or the right to foreclose the Mortgage.
(xxi) Other than any Borrowers Protection Plan(R) addendum to the
Mortgage Note of a BPP Mortgage Loan, the Mortgage Note and Mortgage are
on forms acceptable to Xxxxxx Xxx or Xxxxxxx Mac.
(xxii) The Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage on the Mortgaged
Property and the security interest of any applicable security agreement or
chattel mortgage referred to in (viii) above.
(xxiii) Each appraisal of the related Mortgaged Property, is in a
form acceptable to Xxxxxx Mae or Xxxxxxx Mac and such appraisal complies
with the requirements of FIRREA, and was made and signed, prior to the
approval of the Mortgage Loan application, by a Qualified Appraiser.
(xxiv) In the event the Mortgage constitutes a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves, and no fees or expenses are
or will become payable by the Trustee to the trustee under the deed of
trust, except in connection with a trustee's sale after default by the
Mortgagor.
(xxv) No Mortgage Loan is a graduated payment mortgage loan, no
Mortgage Loan has a shared appreciation or other contingent interest
feature, and no Mortgage Loan contains any "buy-down" feature.
(xxvi) The Mortgagor has received all disclosure materials required
by applicable law with respect to the making of mortgage loans of the same
type as the Mortgage Loan and rescission materials required by applicable
law if the Mortgage Loan is a Refinance Mortgage Loan.
(xxvii) Each Primary Insurance Policy to which any Mortgage Loan is
subject will be issued by an insurer acceptable to Xxxxxx Mae or Xxxxxxx
Mac, which insures that portion of the Mortgage Loan in excess of the
portion of the Appraised Value of the Mortgaged Property required by
Xxxxxx Mae. All provisions of such Primary Insurance Policy have been and
are being complied with, such policy is in full force and effect, and all
premiums due thereunder have been paid. Any Mortgage subject to any such
Primary Insurance Policy obligates the Mortgagor thereunder to maintain
such insurance and to pay all premiums and charges in connection therewith
at least until Loan-to-Value Ratio of such Mortgage Loan is reduced to
less than 80%. The Mortgage Interest Rate for the Mortgage Loan does not
include any such insurance premium.
(xxviii) To the best of the Depositor's knowledge as of the date of
origination of the Mortgage Loan, (A) the Mortgaged Property is lawfully
occupied under applicable law, (B) all inspections, licenses and
certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of
occupancy, have been made or obtained from the appropriate authorities and
(C) no improvement located on or part of the Mortgaged Property is in
violation of any zoning law or regulation.
(xxix) The Assignment of Mortgage (except with respect to any
Mortgage that has been recorded in the name of MERS or its designee) is in
recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located.
(xxx) All payments required to be made prior to the Cut-off Date for
such Mortgage Loan under the terms of the Mortgage Note have been made and
no Mortgage Loan has been more than 30 days delinquent more than once in
the twelve month period immediately prior to the Cut-off Date.
(xxxi) With respect to each Mortgage Loan, the Depositor or Servicer
is in possession of a complete Mortgage File except for the documents
which have been delivered to the Trustee or which have been submitted for
recording and not yet returned.
(xxxii) 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.
(xxxiii) Any future advances made prior to the Cut-off Date have
been consolidated with the outstanding principal amount secured by the
Mortgage, and the secured principal amount, as consolidated, bears a
single interest rate and single repayment term. The lien of the Mortgage
securing the consolidated principal amount is expressly insured as having
first lien priority by a title insurance policy, an endorsement to the
policy insuring the mortgagee's consolidated interest or by other title
evidence acceptable to Xxxxxx Xxx and Xxxxxxx Mac. The consolidated
principal amount does not exceed the original principal amount of the
Mortgage Loan.
(xxxiv) The Mortgage Loan was underwritten in accordance with the
applicable Underwriting Guidelines in effect at the time of origination
with exceptions thereto exercised in a reasonable manner.
(xxxv) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in the rent other than pre-established increases
set forth in the lease; (4) the original term of such lease is not less
than 15 years; (5) the term of such lease does not terminate earlier than
five years after the maturity date of the Mortgage Note; and (6) the
Mortgaged Property is located in a jurisdiction in which the use of
leasehold estates in transferring ownership in residential properties is a
widely accepted practice.
(xxxvi) No Mortgage Loan is secured by a long-term residential
lease.
(xxxvii) The Mortgaged Property is located in the state identified
in the Mortgage Loan Schedule and consists of a parcel of real property
with a detached single family residence erected thereon, or a two- to
four-family dwelling, or an individual condominium unit, or an individual
unit in a planned unit development, or, in the case of Mortgage Loans
secured by Co-op Shares, leases or occupancy agreements; provided,
however, that any condominium project or planned unit development
generally conforms with the applicable Underwriting Guidelines regarding
such dwellings, and no residence or dwelling is a mobile home or a
manufactured dwelling.
(xxxviii) The Depositor used no adverse selection procedures in
selecting the Mortgage Loan for inclusion in the Trust Estate.
(xxxix) Each Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code.
(xl) With respect to each Mortgage where a lost note affidavit has
been delivered to the Trustee in place of the related Mortgage Note, the
related Mortgage Note is no longer in existence.
(xli) No Mortgage Loan is a "high cost" loan as defined under any
federal, state or local law applicable to such Mortgage Loan at the time
of its origination and no Mortgage Loan originated on or after October 1,
2002 through March 6, 2003 is governed by the Georgia Fair Lending Act.
(xlii) No Mortgage Loan is subject to the provisions of the Home
Ownership and Equity Protection Act of 1994, as amended.
(xliii) No Group 1, Group 2, Group 3 and Group 4 Mortgage Loan is a
"high cost home," "covered," "high risk home" or "predatory" loan under
any applicable state, federal or local law (or a similarly classified loan
using different terminology under a law imposing heightened regulatory
scrutiny or additional legal liability for residential mortgage loans
having high interest rates, points and/or fees).
(xliv) With respect to each Group 1, Group 2, Group 3 and Group 4
Mortgage Loan: (a) no borrower was required to purchase any single premium
credit insurance policy (e.g., life, mortgage, disability, accident,
unemployment, or health insurance product) or debt cancellation agreement
as a condition of obtaining the extension of credit; (b) no borrower
obtained a prepaid single premium credit insurance policy (e.g., life,
mortgage, disability, accident, unemployment, or health insurance product)
in connection with the origination of the Mortgage Loan; and (c) no
proceeds from any Mortgage Loan were used to purchase single premium
credit insurance policies or debt cancellation agreements as part of the
origination of, or as a condition to closing, such Mortgage Loan.
(xlv) No Group 1, Group 2, Group 3 and Group 4 Mortgage Loan
provides for the payment of a prepayment premium.
(xlvi) No Group 1, Group 2, Group 3 and Group 4 Mortgage Loan
originated on or after August 1, 2004 requires the borrower to submit to
arbitration to resolve any dispute arising out of or relating in any way
to the mortgage loan transaction.
(xlvii) As of the date of origination, no Group 1, Group 2, Group 3
and Group 4 Mortgage Loan had a principal balance in excess of Xxxxxxx
Mac's dollar amount limits for conforming one- to four-family mortgage
loans.
(xlviii) With respect to each Group 1, Group 2, Group 3 and Group 4
Mortgage Loan, no borrower was encouraged or required to select a mortgage
loan product offered by the Mortgage Loan's originator which is a higher
cost product designed for less creditworthy borrowers, unless at the time
of the Mortgage Loan's origination, such borrower did not qualify taking
into account credit history and debt to income ratios for a lower cost
credit product then offered by the Mortgage Loan's originator or any
affiliate of the Mortgage Loan's originator. If, at the time of loan
application, the borrower may have qualified for a lower cost credit
product then offered by any mortgage lending affiliate of the Mortgage
Loan's originator, the Mortgage Loan's originator referred the borrower's
application to such affiliate for underwriting consideration.
(xlix) The methodology used in underwriting the extension of credit
for each Group 1, Group 2, Group 3 and Group 4 Mortgage Loan employs
objective mathematical principles which relate the borrower's income,
assets and liabilities to the proposed payment and such underwriting
methodology does not rely on the extent of the borrower's equity in the
collateral as the principal determining factor in approving such credit
extension. Such underwriting methodology confirmed that at the time of
origination (application/approval) the borrower had the reasonable ability
to make timely payments on the Mortgage Loan.
(l) No borrower under a Group 1, Group 2, Group 3 and Group 4
Mortgage Loan was charged "points and fees" in an amount greater than (a)
$1,000 or (b) 5% of the Cut-off Date Principal Balance of such Mortgage
Loan, whichever is greater. For purposes of this representation, "points
and fees" (x) include origination, underwriting, broker and finder's fees
and charges that the lender imposed as a condition of making the Mortgage
Loan, whether they are paid to the lender or a third party; and (y)
exclude bona fide discount points, fees paid for actual services rendered
in connection with the origination of the mortgage (such as attorneys'
fees, notaries fees and fees paid for property appraisals, credit reports,
surveys, title examinations and extracts, flood and tax certifications,
and home inspections); the cost of mortgage insurance or credit-risk price
adjustments; the costs of title, hazard, and flood insurance policies;
state and local transfer taxes or fees; escrow deposits for the future
payment of taxes and insurance premiums; and other miscellaneous fees and
charges that, in total, do not exceed 0.25 percent of the loan amount.
Notwithstanding the foregoing, no representations or warranties are
made by the Depositor as to the environmental condition of any Mortgaged
Property; the absence, presence or effect of hazardous wastes or hazardous
substances on any Mortgaged Property; any casualty resulting from the presence
or effect of hazardous wastes or hazardous substances on, near or emanating from
any Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, Person or entity otherwise affiliated with the Depositor
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Depositor with respect to the absence or effect of
fraud in the origination of any Mortgage Loan.
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 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 Servicer, the Trustee or
the Custodian that any of the representations and warranties set forth in this
Section 2.04 is not accurate (referred to herein as a "breach") and that such
breach (in the case of the representations and warranties set forth in clauses
(i) through (xli) of this Section 2.04) 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
(any Custodian being so obligated under a custodial agreement); 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 Repurchase 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. In addition to the foregoing, if a breach of the
representation set forth in clause (vi) of this Section 2.04 occurs as a result
of a violation of an applicable predatory or abusive lending law, the Depositor
shall reimburse the Trust for all costs or damages incurred by the Trust as a
result of the violation of such law (such amount, the "Reimbursement Amount").
The Repurchase Price of any repurchase described in this paragraph, the
Substitution Adjustment Amount, if any, and any Reimbursement Amount shall be
deposited in the Servicer Custodial Account. It is understood and agreed that,
except with respect to the second preceding sentence, the obligation of the
Depositor to repurchase or substitute for any Mortgage Loan or Mortgaged
Property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, or to the 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
CB-IO, Class CB-PO, Class 5-A-R, Class 15-IO and Class 15-PO Certificates), the
Classes of Class B Certificates and each Component as "regular interests" and
the Class R-U 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
Middle-Tier Interests as classes of "regular interests" and the Class R-M
Interest as the single class of "residual interest" in the Middle-Tier REMIC and
(ii) the Uncertificated Lower-Tier Interests as classes of "regular interests"
and the Class X-X 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, Middle-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,
Middle-Tier REMIC and Lower-Tier REMIC is March 25, 2036.
Section 2.08 Execution and Delivery of Certificates. The Trustee (i)
acknowledges the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier Interests on behalf of the Middle-Tier REMIC and the
Certificateholders and that it holds the Uncertificated Middle-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
Middle-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 Middle-Tier
Interests and the Uncertificated Lower-Tier Interests, evidence ownership of the
entire Trust Estate.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans. For and on behalf
of the Certificateholders, the Servicer shall service and administer the
Mortgage Loans, all in accordance with the terms of this Agreement, Customary
Servicing Procedures, applicable law and the terms of the Mortgage Notes and
Mortgages. In connection with such servicing and administration, the Servicer
shall have full power and authority, acting alone and/or through Subservicers as
provided in Section 3.02, to do or cause to be done any and all things that it
may deem necessary or desirable in connection with such servicing and
administration including, but not limited to, the power and authority, subject
to the terms hereof, (a) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (b) to consent, with respect to the Mortgage Loans it
services, to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages (but only in the manner provided in this Agreement),
(c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to
the Mortgage Loans it services, and (d) to effectuate foreclosure or other
conversion of the ownership of the Mortgaged Property securing any Mortgage Loan
it services. The Servicer shall represent and protect the interests of the Trust
in the same manner as it protects its own interests in mortgage loans in its own
portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and
shall not make or permit any modification, waiver or amendment of any term of
any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting
the generality of the foregoing, the Servicer, in its own name or in the name of
any Subservicer or the Depositor and the Trustee, is hereby authorized and
empowered by the Depositor and the Trustee, when the Servicer or any
Subservicer, as the case may be, believes it appropriate in its reasonable
judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the
Certificateholders or any of them, any and all instruments or agreements of
satisfaction, cancellation, default, assumption, modification, discharge,
partial or full release, and all other comparable instruments and agreements,
with respect to the Mortgage Loans it services, and with respect to the related
Mortgaged Properties held for the benefit of the Certificateholders. To the
extent that the Servicer is not permitted to execute and deliver such documents
pursuant to the preceding sentence, the Servicer shall prepare and deliver to
the Depositor and/or the Trustee such documents requiring execution and delivery
by either or both of them as are necessary or appropriate to enable the Servicer
to service and administer the Mortgage Loans it services. Upon receipt of such
documents, the Depositor and/or the Trustee, upon the direction of the Servicer,
shall promptly execute such documents and deliver them to the Servicer.
Alternatively, upon the request of the Servicer, the Trustee shall execute and
deliver to the Servicer any additional powers of attorney and other documents
prepared by the Servicer that are reasonably necessary or appropriate to enable
the Servicer to carry out its servicing and administrative duties under this
Agreement.
In accordance with the standards of the preceding paragraph, the
Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties relating to the Mortgage Loans it services, which Servicing Advances
shall be reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11.
The costs incurred by the Servicer, if any, in effecting the timely payments of
taxes and assessments on the Mortgaged Properties and related insurance premiums
shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the Stated Principal Balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
The relationship of the Servicer (and of any successor to the
Servicer as servicer under this Agreement) to the Trustee under this Agreement
is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.
Section 3.02 Subservicing; Enforcement of the Obligations of
Servicer. (a) The Servicer may arrange for the subservicing of any Mortgage Loan
it services by a Subservicer pursuant to a Subservicing Agreement; provided,
however, that such subservicing arrangement and the terms of the related
Subservicing Agreement must provide for the servicing of such Mortgage Loan in a
manner consistent with the servicing arrangements contemplated hereunder.
Notwithstanding the provisions of any Subservicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Servicer and a Subservicer or reference to actions taken through a Subservicer
or otherwise, the Servicer shall remain obligated and liable to the Depositor,
the Trustee and the Certificateholders for the servicing and administration of
the Mortgage Loans it services in accordance with the provisions of this
Agreement without diminution of such obligation or liability by virtue of such
Subservicing Agreements or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms and conditions as if
the Servicer alone were servicing and administering those Mortgage Loans. All
actions of each Subservicer performed pursuant to the related Subservicing
Agreement shall be performed as agent of the Servicer with the same force and
effect as if performed directly by the Servicer.
(b) For purposes of this Agreement, the Servicer shall be deemed to
have received any collections, recoveries or payments with respect to the
Mortgage Loans it services that are received by a Subservicer regardless of
whether such payments are remitted by the Subservicer to the Servicer.
(c) As part of its servicing activities hereunder, the Servicer, for
the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer engaged by the
Servicer under the related Subservicing Agreement, to the extent that the
non-performance of any such obligation would have a material and adverse effect
on a Mortgage Loan. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Subservicing Agreements and the pursuit of
other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Servicer, in its good faith business judgment,
would require were it the owner of the related Mortgage Loans. The Servicer
shall pay the costs of such enforcement at its own expense, and shall be
reimbursed therefor only (i) from a general recovery resulting from such
enforcement to the extent, if any, that such recovery exceeds all amounts due in
respect of the related Mortgage Loan or (ii) from a specific recovery of costs,
expenses or attorneys fees against the party against whom such enforcement is
directed.
(d) Any Subservicing Agreement entered into by the Servicer shall
provide that it may be assumed or terminated by the Trustee, if the Trustee has
assumed the duties of the Servicer, or any successor Servicer, at the Trustee's
or successor Servicer's option, as applicable, without cost or obligation to the
assuming or terminating party or the Trust Estate, upon the assumption by such
party of the obligations of the Servicer pursuant to Section 8.05.
(e) Notwithstanding the foregoing, to the extent the Servicer
engages any affiliate or third party vendor, including any Subservicer, in
connection with the performance of any of its duties under this Agreement, the
Servicer shall immediately notify the Depositor in writing of such engagement.
To the extent the Depositor notifies the Servicer and the Trustee that it has
determined that any such affiliate, third party vendor or Subservicer is a
Servicing Function Participant, the Servicer shall cause such Servicing Function
Participant to prepare a separate assessment and attestation report, as
contemplated by Section 3.19 of this Agreement and deliver such report to the
Trustee as set forth in Section 3.22 of this Agreement. In addition, to the
extent the Depositor notifies the Servicer and the Trustee that it has
determined that any such Servicing Function Participant would be a "servicer"
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item
1108(a)(2)(i), (ii) or (iii) of Regulation AB (an "Additional Servicer"), the
Servicer shall cause such Additional Servicer to prepare a separate compliance
statement as contemplated by Section 3.18 of this Agreement and deliver such
statement to the Trustee as set forth in Section 3.22 of this Agreement. In
addition, if the Depositor determines any such Servicing Function Participant
would be a "servicer" within the meaning of Item 1101 of Regulation AB, the
Servicer shall cause such Servicing Function Participant to provide the
Depositor and the Trustee the information required by Section 1108(b) and
1108(c) of Regulation AB within two Business Days following such engagement. To
the extent the Servicer terminates any such Servicing Function Participant that
the Depositor has determined is a "servicer" within the meaning of Item 1101 of
Regulation AB, the Servicer shall provide the Depositor and the Trustee the
information required to enable the Trustee to accurately and timely report such
event under Item 6.02 of Form 8-K (if the Trust's Exchange Act reporting
requirements have not been suspended pursuant to Section 15(d) of the Exchange
Act as set forth in 3.22(g)).
Section 3.03 Fidelity Bond; Errors and Omissions Insurance. The
Servicer shall maintain, at its own expense, a blanket fidelity bond and an
errors and omissions insurance policy, with broad coverage on all officers,
employees or other persons acting in any capacity requiring such persons to
handle funds, money, documents or papers relating to the Mortgage Loans it
services. These policies must insure the Servicer against losses resulting from
dishonest or fraudulent acts committed by the Servicer's personnel, any
employees of outside firms that provide data processing services for the
Servicer, and temporary contract employees or student interns. Such fidelity
bond shall also protect and insure the Servicer against losses in connection
with the release or satisfaction of a Mortgage Loan without having obtained
payment in full of the indebtedness secured thereby. No provision of this
Section 3.03 requiring such fidelity bond and errors and omissions insurance
shall diminish or relieve the 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 Xxx
Xxxxxxx' & Servicers' Guide, as amended or restated from time to time, or in an
amount as may be permitted to the Servicer by express waiver of Xxxxxx Xxx or
Xxxxxxx Mac.
Section 3.04 Access to Certain Documentation. The Servicer shall
provide 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 upon reasonable and prior written request and during normal business
hours at the offices designated by the Servicer; provided that the Servicer
shall be entitled to be reimbursed by each such Certificateholder for actual
expenses incurred by the Servicer in providing such reports and access. Nothing
in this Section 3.04 shall limit the obligation of the Servicer to observe any
applicable law and the failure of the Servicer to provide access as provided in
this Section 3.04 as a result of such obligation shall not constitute a breach
of this Section 3.04.
Section 3.05 Maintenance of Primary Insurance Policy; Claims;
Collections of BPP Mortgage Loan Payments. (a) With respect to each Mortgage
Loan with a Loan-to-Value Ratio in excess of 80% or such other Loan-to-Value
Ratio as may be required by law, the Servicer shall, without any cost to the
Trust Estate, maintain or cause the Mortgagor to maintain in full force and
effect a Primary Insurance Policy insuring that portion of the Mortgage Loan in
excess of a percentage in conformity with Xxxxxx Mae requirements. The Servicer
shall pay or shall cause the Mortgagor to pay the premium thereon on a timely
basis, at least until the Loan-to-Value Ratio of such Mortgage Loan is reduced
to 80% or such other Loan-to-Value Ratio as may be required by law. If such
Primary Insurance Policy is terminated, the Servicer shall obtain from another
insurer a comparable replacement policy, with a total coverage equal to the
remaining coverage of such terminated Primary Insurance Policy. If the insurer
shall cease to be an insurer acceptable to Xxxxxx Xxx or Xxxxxxx Mac, the
Servicer shall notify the Trustee in writing, it being understood that the
Servicer shall not have any responsibility or liability for any failure to
recover under the Primary Insurance Policy for such reason. If the Servicer
determines that recoveries under the Primary Insurance Policy are jeopardized by
the financial condition of the insurer, the Servicer shall obtain from another
insurer which meets the requirements of this Section 3.05 a replacement
insurance policy. The Servicer shall not take any action that would result in
noncoverage under any applicable Primary Insurance Policy of any loss that, but
for the actions of the Servicer, would have been covered thereunder. In
connection with any assumption or substitution agreement entered into or to be
entered into pursuant to Section 3.13, the Servicer shall promptly notify the
insurer under the related Primary Insurance Policy, if any, of such assumption
or substitution of liability in accordance with the terms of such Primary
Insurance Policy and shall take all actions which may be required by such
insurer as a condition to the continuation of coverage under such Primary
Insurance Policy. If such Primary Insurance Policy is terminated as a result of
such assumption or substitution of liability, the Servicer shall obtain a
replacement Primary Insurance Policy as provided above.
In connection with its activities as servicer, the Servicer agrees
to prepare and present, on behalf of itself, the Trustee and the
Certificateholders, claims to the insurer under any Primary Insurance Policy in
a timely fashion in accordance with the terms of such Primary Insurance Policy
and, in this regard, to take such action as shall be necessary to permit
recovery under any Primary Insurance Policy respecting a defaulted Mortgage
Loan. Pursuant to Section 3.09(a), any amounts collected by the Servicer under
any Primary Insurance Policy shall be deposited in the related Escrow Account,
subject to withdrawal pursuant to Section 3.09(b).
The Servicer will comply with all provisions of applicable state and
federal law relating to the cancellation of, or collection of premiums with
respect to, Primary Mortgage Insurance, including, but not limited to, the
provisions of the Homeowners Protection Act of 1998, and all regulations
promulgated thereunder, as amended from time to time.
(b) The Servicer shall take all actions necessary to collect, on
behalf of the Trust, any BPP Mortgage Loan Payments required to be made to the
Trust pursuant to the Mortgage Loan Purchase Agreement.
Section 3.06 Rights of the Depositor and the Trustee in Respect of
the Servicer. The Depositor may, but is not obligated to, enforce the
obligations of the Servicer hereunder and may, but is not obligated to, perform,
or cause a designee to perform, any defaulted obligation of the Servicer
hereunder and in connection with any such defaulted obligation to exercise the
related rights of the Servicer hereunder; provided that the Servicer shall not
be relieved of any of its obligations hereunder by virtue of such performance by
the Depositor or its designee. Neither the Trustee nor the Depositor shall have
any responsibility or liability for any action or failure to act by the Servicer
nor shall the Trustee or the Depositor be obligated to supervise the performance
of the Servicer hereunder or otherwise.
Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such shall be deemed to be between the Subservicer and the
Servicer alone, and the Trustee and Certificateholders shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Subservicer except as set forth in Section 3.07.
The Servicer shall be solely liable for all fees owed by it to any Subservicer,
irrespective of whether the Servicer's compensation pursuant to this Agreement
is sufficient to pay such fees.
Section 3.07 Trustee to Act as Servicer. If the Servicer shall for
any reason no longer be the Servicer hereunder (including by reason of an Event
of Default), the Trustee shall within 90 days of such time, assume, if it so
elects, or shall appoint a successor Servicer to assume, all of the rights and
obligations of the Servicer hereunder arising thereafter (except that the
Trustee shall not be (a) liable for losses of the Servicer pursuant to Section
3.12 or any acts or omissions of the predecessor Servicer hereunder, (b)
obligated to make Advances if it is prohibited from doing so by applicable law
or (c) deemed to have made any representations and warranties of the Servicer
hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If
the Servicer shall for any reason no longer be the Servicer (including by reason
of any Event of Default), the Trustee or the successor Servicer may elect to
succeed to any rights and obligations of the Servicer under each Subservicing
Agreement or may terminate each Subservicing Agreement. If it has elected to
assume the Subservicing Agreement, the Trustee or the successor Servicer shall
be deemed to have assumed all of the Servicer's interest therein and to have
replaced the Servicer as a party to any Subservicing Agreement entered into by
the Servicer as contemplated by Section 3.02 to the same extent as if the
Subservicing Agreement had been assigned to the assuming party except that the
Servicer shall not be relieved of any liability or obligations under any such
Subservicing Agreement.
The Servicer that is no longer the Servicer hereunder shall, upon
request of the Trustee, but at the expense of such predecessor Servicer, deliver
to the assuming party all documents and records relating to each Subservicing
Agreement or substitute servicing agreement and the Mortgage Loans then being
serviced thereunder and an accounting of amounts collected or held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
such substitute Subservicing Agreement to the assuming party. The Trustee shall
be entitled to be reimbursed from the predecessor Servicer (or the Trust if the
predecessor Servicer is unable to fulfill its obligations hereunder) for all
Servicing Transfer Costs.
Section 3.08 Collection of Mortgage Loan Payments; Servicer
Custodial Account; Certificate Account; Reserve Fund; Yield Maintenance
Agreement. (a) Continuously from the date hereof until the principal and
interest on all Mortgage Loans are paid in full, the Servicer will proceed
diligently, in accordance with this Agreement, to collect all payments due under
each of the Mortgage Loans it services when the same shall become due and
payable. Further, the Servicer will in accordance with all applicable law and
Customary Servicing Procedures ascertain and estimate taxes, assessments, fire
and hazard insurance premiums, mortgage insurance premiums and all other charges
with respect to the Mortgage Loans it services that, as provided in any
Mortgage, will become due and payable to the end that the installments payable
by the Mortgagors will be sufficient to pay such charges as and when they become
due and payable. Consistent with the foregoing, the Servicer may in its
discretion (i) waive any late payment charge or any prepayment charge or penalty
interest in connection with the prepayment of a Mortgage Loan it services and
(ii) extend the due dates for payments due on a Mortgage Note for a period not
greater than 120 days; provided, however, that the Servicer cannot extend the
maturity of any such Mortgage Loan past the date on which the final payment is
due on the latest maturing Mortgage Loan as of the Cut-off Date. In the event of
any such arrangement, the Servicer shall make Periodic Advances on the related
Mortgage Loan in accordance with the provisions of Section 3.20 during the
scheduled period in accordance with the amortization schedule of such Mortgage
Loan without modification thereof by reason of such arrangements. The Servicer
shall not be required to institute or join in litigation with respect to
collection of any payment (whether under a Mortgage, Mortgage Note or otherwise
or against any public or governmental authority with respect to a taking or
condemnation) if it reasonably believes that enforcing the provision of the
Mortgage or other instrument pursuant to which such payment is required is
prohibited by applicable law.
(b) The Servicer shall establish and maintain the Servicer Custodial
Account. The Servicer shall deposit or cause to be deposited into the Servicer
Custodial Account, all on a daily basis within one Business Day of receipt,
except as otherwise specifically provided herein, the following payments and
collections remitted by Subservicers or received by the 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 with respect to the
Mortgage Loans it services:
(i) all payments on account of principal of the Mortgage Loans,
including Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans, net
of the 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 3.09(a), and other than any Excess
Proceeds and (B) any Insurance Proceeds released from an Escrow Account
pursuant to Section 3.09(b)(iv);
(iv) any amount required to be deposited by the Servicer pursuant to
Section 3.08(d) in connection with any losses on Permitted Investments
with respect to the Servicer Custodial Account;
(v) any amounts required to be deposited by the Servicer pursuant to
Section 3.14;
(vi) all Repurchase Prices, all Substitution Adjustment Amounts and
all Reimbursement Amounts, to the extent received by the Servicer;
(vii) Periodic Advances made by the Servicer pursuant to Section
3.20 and any Compensating Interest;
(viii) any Recoveries; and
(ix) any other amounts required to be deposited hereunder.
The foregoing requirements for deposits to the Servicer Custodial
Account by the Servicer shall be exclusive it being understood and agreed that,
without limiting the generality of the foregoing, Ancillary Income need not be
deposited by the Servicer. If the Servicer shall deposit in the Servicer
Custodial Account any amount not required to be deposited, it may at any time
withdraw or direct the institution maintaining the Servicer Custodial Account to
withdraw such amount from the Servicer Custodial Account, any provision herein
to the contrary notwithstanding. The Servicer Custodial Account may contain
funds that belong to one or more trust funds created for mortgage pass-through
certificates of other series and may contain other funds respecting payments on
mortgage loans belonging to the Servicer or serviced by the Servicer on behalf
of others; provided that such commingling of funds shall not be permitted at any
time during which Fitch's senior long-term unsecured debt rating of Bank of
America is below "A." Notwithstanding such commingling of funds, the Servicer
shall keep records that accurately reflect the funds on deposit in the Servicer
Custodial Account that have been identified by it as being attributable to the
Mortgage Loans it services. The Servicer shall maintain adequate records with
respect to all withdrawals made pursuant to this Section 3.08. All funds
required to be deposited in the Servicer Custodial Account shall be held in
trust for the Certificateholders until withdrawn in accordance with Section
3.11.
(c) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Certificate Account, which shall be deemed to consist of
nine sub-accounts. The Trustee shall, promptly upon receipt, deposit in the
Certificate Account and retain therein the following:
(i) the aggregate amount remitted by the Servicer to the Trustee
pursuant to Section 3.11(a)(viii);
(ii) any amount paid by the Trustee pursuant to Section 3.08(d) in
connection with any losses on Permitted Investments with respect to the
Certificate Account; and
(iii) any other amounts deposited hereunder which are required to be
deposited in the Certificate Account.
If the Servicer shall remit any amount not required to be remitted,
it may at any time direct the Trustee to withdraw such amount from the
Certificate Account, any provision herein to the contrary notwithstanding. Such
direction may be accomplished by delivering an Officer's Certificate to the
Trustee which describes the amounts deposited in error in the Certificate
Account. All funds required to be deposited in the Certificate Account shall be
held by the Trustee in trust for the Certificateholders until disbursed in
accordance with this Agreement or withdrawn in accordance with Section 3.11. In
no event shall the Trustee incur liability for withdrawals from the Certificate
Account at the direction of the Servicer.
(d) Each institution at which the Servicer Custodial Account or the
Certificate Account is maintained shall invest the funds therein as directed in
writing by the Servicer, in the case of the Servicer Custodial Account, or the
Trustee, in the case of the Certificate Account, in Permitted Investments, which
shall mature not later than (i) in the case of the Servicer Custodial Account,
the Business Day next preceding the related Remittance Date (except that if such
Permitted Investment is an obligation of the institution that maintains such
account, then such Permitted Investment shall mature not later than such
Remittance Date) and (ii) in the case of the Certificate Account, the Business
Day next preceding the Distribution Date (except that if such Permitted
Investment is an obligation of the institution that maintains such account, then
such Permitted Investment shall mature not later than such Distribution Date)
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 Servicer Custodial Account Reinvestment
Income shall be for the benefit of the Servicer as part of its Servicing
Compensation and shall be retained by it monthly as provided herein. All income
or gain (net of any losses) realized from any such investment of funds on
deposit in the Certificate Account shall be for the benefit of the Trustee as
additional compensation and shall be retained by it monthly as provided herein.
The amount of any losses realized in the Servicer Custodial Account or the
Certificate Account incurred in any such account in respect of any such
investments shall promptly be deposited by the Servicer in the Servicer
Custodial Account or by the Trustee in the Certificate Account, as applicable.
(e) The Servicer shall give notice to the Trustee of any proposed
change of the location of the Servicer Custodial Account maintained by the
Servicer not later than 30 days and not more than 45 days prior to any change
thereof. The Trustee shall give notice to the Servicer, each Rating Agency and
the Depositor of any proposed change of the location of the Certificate Account
not later than 30 days after and not more than 45 days prior to any change
thereof. The creation of the Servicer Custodial Account shall be evidenced by a
certification substantially in the form of Exhibit F hereto. A copy of such
certification shall be furnished to the Trustee.
(f) The Trustee shall designate each of the Middle-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 Trustee shall,
from funds available on deposit in the Certificate Account, be deemed to deposit
into the Middle-Tier Certificate Sub-Account, the Lower-Tier Distribution
Amount. The Trustee shall then immediately, from funds available in the
Middle-Tier Certificate Sub-Account, be deemed to deposit into the Upper-Tier
Certificate Sub-Account, the Middle-Tier Distribution Amount.
(g) (i) The Trustee shall establish and maintain the Reserve Fund,
held in trust for the benefit of the Holders of the Class 5-A-1 Certificates.
The Trustee shall deposit in the Reserve Fund on the date received by it the
Yield Maintenance Agreement Payment, if any, received from the Counterparty for
the related Distribution Date. Funds on deposit in the Reserve Fund shall remain
uninvested. On each Distribution Date, the Trustee shall withdraw from the
Reserve Fund the Yield Maintenance Agreement Payment, if any, received in
respect of such Distribution Date and shall distribute such amount to the Class
5-A-1 Certificates.
(ii) The Trustee shall account for the Reserve Fund and the Yield
Maintenance Agreement and the rights with respect thereto as assets of the
Grantor Trust and not as assets of any REMIC created pursuant to this
Agreement. The beneficial owners of the Yield Maintenance Agreement and
the Reserve Fund are the Holders of the Class 5-A-1 Certificates.
(iii) Any amounts in the Reserve Fund paid by the Trustee pursuant
to this Section 3.08(g) to the Class 5-A-1 Certificates shall be accounted
for by the Trustee as amounts paid to the Class 5-A-1 Certificates from
the Grantor Trust. In addition, the Trustee shall account for the right of
the Class 5-A-1 Certificates to receive amounts from the Reserve Fund as
rights in limited recourse interest rate cap contracts written by the
Counterparty in favor of the Class 5-A-1 Certificates.
(h) For federal tax return and information reporting purposes, the
right of the Holders of the Class 5-A-1 Certificates to receive payments under
the Yield Maintenance Agreement shall be assigned a value of zero as of the
Closing Date.
(i) For so long as the Trustee is required to file any report with
the Securities and Exchange Commission pursuant to Section 3.22, the Sponsor
shall furnish to the Trustee, on each Distribution Date, the "significance
estimate" of the Yield Maintenance Agreement calculated in accordance with Item
1115 of Regulation AB as of such Distribution Date.
Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts. (a) To the extent required by the related Mortgage Note and not
violative of current law, the Servicer shall segregate and hold all funds
collected and received pursuant to each Mortgage Loan which constitute Escrow
Payments in trust separate and apart from any of its own funds and general
assets and for such purpose shall establish and maintain one or more escrow
accounts (collectively, the "Escrow Account"), titled "Bank of America, National
Association, in trust for registered holders of Banc of America Alternative Loan
Trust 2006-2 Mortgage Pass-Through Certificates, Series 2006-2 and various
Mortgagors." The Escrow Account shall be established with a commercial bank, a
savings bank or a savings and loan association that meets the guidelines set
forth by Xxxxxx Xxx or Xxxxxxx Mac as an eligible institution for escrow
accounts and which is a member of the Automated Clearing House. In any case, the
Escrow Account shall be insured by the FDIC to the fullest extent permitted by
law. The Servicer shall deposit in the appropriate Escrow Account on a daily
basis, and retain therein: (i) all Escrow Payments collected on account of the
Mortgage Loans, (ii) all amounts representing proceeds of any hazard insurance
policy which are to be applied to the restoration or repair of any related
Mortgaged Property and (iii) all amounts representing proceeds of any Primary
Insurance Policy. Nothing herein shall require the Servicer to compel a
Mortgagor to establish an Escrow Account in violation of applicable law.
(b) Withdrawals of amounts so collected from the Escrow Accounts may
be made by the Servicer only (i) to effect timely payment of taxes, assessments,
mortgage insurance premiums, fire and hazard insurance premiums, condominium or
PUD association dues, or comparable items constituting Escrow Payments for the
related Mortgage, (ii) to reimburse the Servicer out of related Escrow Payments
made with respect to a Mortgage Loan for any Servicing Advance made by the
Servicer pursuant to Section 3.09(c) with respect to such Mortgage Loan, (iii)
to refund to any Mortgagor any sums determined to be overages, (iv) for transfer
to the Servicer Custodial Account upon default of a Mortgagor or in accordance
with the terms of the related Mortgage Loan and if permitted by applicable law,
(v) for application to restore or repair the Mortgaged Property, (vi) to pay to
the Mortgagor, to the extent required by law, any interest paid on the funds
deposited in the Escrow Account, (vii) to pay to itself any interest earned on
funds deposited in the Escrow Account (and not required to be paid to the
Mortgagor), (viii) to the extent permitted under the terms of the related
Mortgage Note and applicable law, to pay late fees with respect to any Monthly
Payment which is received after the applicable grace period, (ix) to withdraw
suspense payments that are deposited into the Escrow Account, (x) to withdraw
any amounts inadvertently deposited in the Escrow Account or (xi) to clear and
terminate the Escrow Account upon the termination of this Agreement in
accordance with Section 10.01. Any Escrow Account shall not be a part of the
Trust Estate.
(c) With respect to each Mortgage Loan, the Servicer shall maintain
accurate records reflecting the status of taxes, assessments and other charges
which are or may become a lien upon the Mortgaged Property and the status of
Primary Insurance Policy premiums and fire and hazard insurance coverage. The
Servicer shall obtain, from time to time, all bills for the payment of such
charges (including renewal premiums) and shall effect payment thereof prior to
the applicable penalty or termination date and at a time appropriate for
securing maximum discounts allowable, employing for such purpose deposits of the
Mortgagor in the Escrow Account, if any, which shall have been estimated and
accumulated by the Servicer in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage. To the extent that a Mortgage does not provide
for Escrow Payments, the Servicer shall determine that any such payments are
made by the Mortgagor. The Servicer assumes full responsibility for the timely
payment of all such bills and shall effect timely payments of all such bills
irrespective of each Mortgagor's faithful performance in the payment of same or
the making of the Escrow Payments. The Servicer shall advance any such payments
that are not timely paid, but the Servicer shall be required so to advance only
to the extent that such Servicing Advances, in the good faith judgment of the
Servicer, will be recoverable by the Servicer out of Insurance Proceeds,
Liquidation Proceeds or otherwise.
Section 3.10 Access to Certain Documentation and Information
Regarding the Mortgage Loans. The Servicer shall afford the Trustee reasonable
access to all records and documentation regarding the Mortgage Loans and all
accounts, insurance information and other matters relating to this Agreement,
such access being afforded without charge, but only upon reasonable request and
during normal business hours at the office designated by the Servicer.
Section 3.11 Permitted Withdrawals from the Servicer Custodial
Account and Certificate Account. (a) The Servicer may from time to time make
withdrawals from the Servicer Custodial Account, for the following purposes:
(i) to pay to the Servicer (to the extent not previously retained),
the Servicing Compensation to which it is entitled pursuant to Section
3.17;
(ii) to reimburse the Servicer for unreimbursed Advances made by it,
such right of reimbursement pursuant to this clause (ii) being limited to
amounts received on the Mortgage Loan(s) (including amounts received in
respect of BPP Mortgage Loan Payments for such Mortgage Loan) in respect
of which any such Advance was made;
(iii) to reimburse the Servicer for any Nonrecoverable Advance
previously made, such right of reimbursement pursuant to this clause (iii)
being limited to amounts received on the Mortgage Loans in the same Loan
Group as the Mortgage Loan(s) in respect of which such Nonrecoverable
Advance was made;
(iv) to reimburse the Servicer for Insured Expenses from the related
Insurance Proceeds;
(v) to pay to the purchaser, with respect to each Mortgage Loan or
REO Property that has been purchased pursuant to Section 2.02 or 2.04, all
amounts received thereon after the date of such purchase;
(vi) to reimburse the Servicer or the Depositor for expenses
incurred by any of them and reimbursable pursuant to Section 7.03;
(vii) to withdraw any amount deposited in the Servicer Custodial
Account and not required to be deposited therein;
(viii) on or prior to the Remittance Date, to withdraw an amount
equal to the related Pool Distribution Amount for such Distribution Date,
to the extent on deposit, and remit such amount in immediately available
funds to the Trustee for deposit in the Certificate Account; and
(ix) to clear and terminate the Servicer Custodial Account upon
termination of this Agreement pursuant to Section 10.01.
The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Servicer Custodial Account pursuant to clauses (i), (ii),
(iv) and (v). The Servicer shall keep and maintain such separate accounting for
each Loan Group. Prior to making any withdrawal from the Servicer Custodial
Account pursuant to clause (iii), the Servicer shall deliver to the Trustee an
Officer's Certificate of a Servicing Officer indicating the amount of any
previous Advance determined by the Servicer to be a Nonrecoverable Advance and
identifying the related Mortgage Loan(s) and their respective portions of such
Nonrecoverable Advance. The Servicer shall notify the Depositor and the Trustee
of the amount, purpose and party paid pursuant to clause (vi) above.
(b) The Trustee shall be deemed to withdraw funds from the
applicable Certificate Account sub-accounts for distributions to
Certificateholders in the manner specified in this Agreement. In addition, the
Trustee may from time to time make withdrawals from the Certificate Account for
the following purposes:
(i) to pay to itself the Trustee Fee;
(ii) to pay to itself as additional compensation earnings on or
investment income with respect to funds in the Certificate Account and any
other amounts (other than the Trustee Fee) due to it under this Agreement
for the related Distribution Date;
(iii) to withdraw and return to the Servicer any amount deposited in
the Certificate Account and not required to be deposited therein; and
(iv) to clear and terminate the Certificate Account upon termination
of this Agreement pursuant to Section 10.01.
The Trustee shall notify the Depositor and the Servicer of the
amount and purpose of any payments made pursuant to clause (ii) above (other
than any earnings or investment income with respect to funds in the Certificate
Account).
(c) 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, the Class CB-IO
Certificates, the Class CB-PO Certificates, the Class 5-A-R Certificate (in
respect of the Class R-U Interest), the Class 15-IO Certificates and the Class
15-PO Certificates 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. The Servicer shall
cause to be maintained for each Mortgage Loan, fire and hazard insurance with
extended coverage customary in the area where the Mortgaged Property is located
in an amount which is at least equal to the lesser of (a) the full insurable
value of the Mortgaged Property or (b) the greater of (i) the outstanding
principal balance owing on the Mortgage Loan and (ii) an amount such that the
proceeds of such insurance shall be sufficient to avoid the application to the
Mortgagor or loss payee of any coinsurance clause under the policy. If the
Mortgaged Property is in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available) the Servicer will cause to be
maintained a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration and the requirements of
Xxxxxx Xxx or Xxxxxxx Mac. The Servicer shall also maintain on REO Property,
fire and hazard insurance with extended coverage in an amount which is at least
equal to the maximum insurable value of the improvements which are a part of
such property, liability insurance and, to the extent required, flood insurance
in an amount required above. Any amounts collected by the Servicer under any
such policies (other than amounts to be deposited in an Escrow Account and
applied to the restoration or repair of the property subject to the related
Mortgage or property acquired in liquidation of the Mortgage Loan, or to be
released to the Mortgagor in accordance with Customary Servicing Procedures)
shall be deposited in the Servicer Custodial Account, subject to withdrawal
pursuant to Section 3.11(a). It is understood and agreed that no earthquake or
other additional insurance need be required by the Servicer of any Mortgagor or
maintained on REO Property, other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. All policies required hereunder shall be endorsed with
standard mortgagee clauses with loss payable to the Servicer, and shall provide
for at least 30 days' prior written notice of any cancellation, reduction in
amount or material change in coverage to the Servicer.
The hazard insurance policies for each Mortgage Loan secured by a
unit in a condominium development or planned unit development shall be
maintained with respect to such Mortgage Loan and the related development in a
manner which is consistent with Xxxxxx Mae requirements.
Notwithstanding the foregoing, the Servicer may maintain a blanket
policy insuring against hazard losses on all of the Mortgaged Properties
relating to the Mortgage Loans in lieu of maintaining the required hazard
insurance policies for each Mortgage Loan and may maintain a blanket policy
insuring against special flood hazards in lieu of maintaining any required flood
insurance. Any such blanket policies shall (A) be consistent with prudent
industry standards, (B) name the Servicer as loss payee, (C) provide coverage in
an amount equal to the aggregate unpaid principal balance on the related
Mortgage Loans without co-insurance, and (D) otherwise comply with the
requirements of this Section 3.12. Any such blanket policy may contain a
deductible clause; provided that if any Mortgaged Property is not covered by a
separate policy otherwise complying with this Section 3.12 and a loss occurs
with respect to such Mortgaged Property which loss would have been covered by
such a policy, the Servicer shall deposit in the Servicer Custodial Account the
difference, if any, between the amount that would have been payable under a
separate policy complying with this Section 3.12 and the amount paid under such
blanket policy.
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption
Agreements. (a) Except as otherwise provided in this Section 3.13, when any
Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the
Servicer shall use reasonable efforts, to the extent that it has actual
knowledge of such conveyance, to enforce any due-on-sale clause contained in any
Mortgage Note or Mortgage, to the extent permitted under applicable law and
governmental regulations, but only to the extent that such enforcement will not
adversely affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Servicer is not required to exercise such
rights with respect to a Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not
otherwise required under such Mortgage Note or Mortgage as a condition to such
transfer. If (i) the Servicer is prohibited by law from enforcing any such
due-on-sale clause, (ii) coverage under any Required Insurance Policy would be
adversely affected, (iii) the Mortgage Note does not include a due-on-sale
clause or (iv) nonenforcement is otherwise permitted hereunder, the Servicer is
authorized, subject to Section 3.13(b), to take or enter into an assumption and
modification agreement from or with the Person to whom such Mortgaged Property
has been or is about to be conveyed, pursuant to which such Person becomes
liable under the Mortgage Note and, unless prohibited by applicable state law,
the Mortgagor remains liable thereon; provided that the Mortgage Loan shall
continue to be covered (if so covered before the Servicer enters such agreement)
by the applicable Required Insurance Policies. The Servicer, subject to Section
3.13(b), is also authorized with the prior approval of the insurers under any
Required Insurance Policies to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as Mortgagor and becomes liable under
the Mortgage Note. Notwithstanding the foregoing, the Servicer shall not be
deemed to be in default under this Section 3.13 by reason of any transfer or
assumption which the Servicer reasonably believes it is restricted by law from
preventing, for any reason whatsoever.
(b) Subject to the Servicer's duty to enforce any due-on-sale clause
to the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property has been conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption agreement or modification agreement or supplement to
the Mortgage Note or Mortgage or if an instrument of release is required
releasing the Mortgagor from liability on the Mortgage Loan, the Servicer shall
prepare and execute the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person. In connection with any such
assumption, no material term of the Mortgage Note may be changed. In addition,
the substitute Mortgagor and the Mortgaged Property must be acceptable to the
Servicer in accordance with its underwriting standards as then in effect.
Together with each such substitution, assumption or other agreement or
instrument, the Servicer shall execute an Officer's Certificate signed by a
Servicing Officer stating that the requirements of this subsection have been
met. The Servicer shall notify the Trustee that any such substitution or
assumption agreement has been completed by forwarding to the Trustee (or at the
direction of the Trustee, the Custodian) the Officer's Certificate described in
the previous sentence and the original of such substitution or assumption
agreement, which in the case of the original shall be added to the related
Mortgage File and shall, for all purposes, be considered a part of such Mortgage
File to the same extent as all other documents and instruments constituting a
part thereof. Any fee collected by the Servicer for entering into an assumption
or substitution of liability agreement may be retained by the Servicer as
additional Servicing Compensation.
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO
Property. Subject to Section 3.21, the Servicer shall use reasonable efforts to
foreclose upon or otherwise comparably convert the ownership of Mortgaged
Properties securing such of the Mortgage Loans as come into and continue in
default and as to which no satisfactory arrangements can be made for collection
of delinquent payments. In connection with such foreclosure or other conversion,
the Servicer shall follow Customary Servicing Procedures and shall meet the
requirements of the insurer under any Required Insurance Policy; provided,
however, that the Servicer may enter into a special servicing agreement with an
unaffiliated Holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates alone or together with other subordinated mortgage
pass-through certificates. Such agreement shall be substantially in the form
attached hereto as Exhibit K or subject to each Rating Agency's acknowledgment
that the ratings of the Certificates in effect immediately prior to the entering
into such agreement would not be qualified, downgraded or withdrawn and the
Certificates would not be placed on credit review status (except for possible
upgrading) as a result of such agreement. Any such agreement may contain
provisions whereby such holder may instruct the Servicer to commence or delay
foreclosure proceedings with respect to delinquent Mortgage Loans and will
contain provisions for the deposit of cash by the holder that would be available
for distribution to Certificateholders if Liquidation Proceeds are less than
they otherwise may have been had the Servicer acted in accordance with its
normal procedures. Notwithstanding the foregoing, the Servicer shall not be
required to expend its own funds in connection with any foreclosure or towards
the restoration of any Mortgaged Property unless it shall determine (i) that
such restoration and/or foreclosure will increase the proceeds of liquidation of
the Mortgage Loan after reimbursement to itself of such expenses and (ii) that
such expenses will be recoverable to it through proceeds of the liquidation of
the Mortgage Loan (respecting which it shall have priority for purposes of
withdrawals from the Servicer Custodial Account). Any such expenditures shall
constitute Servicing Advances for purposes of this Agreement.
With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trustee for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Trustee's name shall be placed on the title to such REO Property solely as the
Trustee hereunder and not in its individual capacity. The Servicer shall ensure
that the title to such REO Property references this Agreement and the Trustee's
capacity hereunder. Pursuant to its efforts to sell such REO Property, the
Servicer shall either itself or through an agent selected by the Servicer
manage, conserve, protect and operate such REO Property in the same manner that
it manages, conserves, protects and operates other foreclosed property for its
own account and in the same manner that similar property in the same locality as
the REO Property is managed. Incident to its conservation and protection of the
interests of the Certificateholders, the Servicer may rent the same, or any part
thereof, as the Servicer deems to be in the best interest of the
Certificateholders for the period prior to the sale of such REO Property. The
Servicer shall prepare for and deliver to the Trustee a statement with respect
to each REO Property that has been rented, if any, showing the aggregate rental
income received and all expenses incurred in connection with the management and
maintenance of such REO Property at such times as is necessary to enable the
Trustee to comply with the reporting requirements of the REMIC Provisions;
provided, however, that the Servicer shall have no duty to rent any REO Property
on behalf of the Trust. The net monthly rental income, if any, from such REO
Property shall be deposited in the Servicer Custodial Account no later than the
close of business on each Determination Date. The Servicer shall perform, with
respect to the Mortgage Loans, the tax reporting and withholding required by
Sections 1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of the Code with
respect to the receipt of mortgage interest from individuals and, if required by
Section 6050P of the Code with respect to the cancellation of indebtedness by
certain financial entities, by preparing such tax and information returns as may
be required, in the form required.
If the Trust acquires any Mortgaged Property as described above or
otherwise in connection with a default or a default which is reasonably
foreseeable on a Mortgage Loan, the Servicer shall dispose of such Mortgaged
Property prior to the end of the third calendar year following the year of its
acquisition by the Trust (such period, the "REO Disposition Period") unless (A)
the Trustee shall have been supplied by the Servicer with an Opinion of Counsel
to the effect that the holding by the Trust of such Mortgaged Property
subsequent to the REO Disposition Period will not result in the imposition of
taxes on "prohibited transactions" (as defined in Section 860F of the Code) on
any of the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier REMIC or
cause any REMIC created hereunder to fail to qualify as a REMIC at any time that
any Certificates are outstanding, or (B) the Trustee (at the Servicer's expense)
or the Servicer shall have applied for, prior to the expiration of the REO
Disposition Period, an extension of the REO Disposition Period in the manner
contemplated by Section 856(e)(3) of the Code. If such an Opinion of Counsel is
provided or such an exemption is obtained, the Trust may continue to hold such
Mortgaged Property (subject to any conditions contained in such Opinion of
Counsel) for the applicable period. Notwithstanding any other provision of this
Agreement, no Mortgaged Property acquired by the Trust shall be rented (or
allowed to continue to be rented) or otherwise used for the production of income
by or on behalf of the Trust in such a manner or pursuant to any terms that
would (i) cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject
any REMIC 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 Servicer has agreed to indemnify
and hold harmless the Trust with respect to the imposition of any such taxes.
The Servicer shall identify to the Trustee any Mortgaged Property relating to a
Mortgage Loan held by the Trust for 30 months for which no plans to dispose of
such Mortgaged Property by the Servicer have been made. After delivery of such
identification, the Servicer shall proceed to dispose of any such Mortgaged
Property by holding a commercially reasonable auction for such property.
The income earned from the management of any REO Properties, net of
reimbursement to the Servicer for expenses incurred (including any property or
other taxes) in connection with such management and net of unreimbursed
Servicing Fees, Periodic Advances and Servicing Advances, shall be applied to
the payment of principal of and interest on the related defaulted Mortgage Loans
(solely for the purposes of allocating principal and interest, interest shall be
treated as accruing as though such Mortgage Loans were still current) and all
such income shall be deemed, for all purposes in this Agreement, to be payments
on account of principal and interest on the related Mortgage Notes and shall be
deposited into the Servicer Custodial Account. To the extent the net income
received during any calendar month is in excess of the amount attributable to
amortizing principal and accrued interest at the related Mortgage Interest Rate
on the related Mortgage Loan for such calendar month, such excess shall be
considered to be a partial prepayment of principal of the related Mortgage Loan.
The proceeds from any liquidation of a Mortgage Loan, as well as any
income from an REO Property, will be applied in the following order of priority:
first, to reimburse the Servicer for any related unreimbursed Servicing Advances
and Servicing Fees; second, to reimburse the Servicer for any unreimbursed
Periodic Advances and to reimburse the Servicer Custodial Account for any
Nonrecoverable Advances (or portions thereof) that were previously withdrawn by
the Servicer pursuant to Section 3.11(a)(iii) that related to such Mortgage
Loan; third, to accrued and unpaid interest (to the extent no Periodic Advance
has been made for such amount or any such Periodic Advance has been reimbursed)
on the Mortgage Loan or related REO Property, at the Mortgage Interest Rate to
the Due Date occurring in the month in which such amounts are required to be
distributed; and fourth, as a recovery of principal of the Mortgage Loan. Excess
Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will be
retained by the Servicer as additional Servicing Compensation pursuant to
Section 3.17.
Section 3.15 Trustee to Cooperate; Release of Mortgage Files. Upon
the payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Servicer will immediately notify the Trustee (or, at the
direction of the Trustee, the Custodian) by delivering, or causing to be
delivered, two copies (one of which will be returned to the Servicer with the
Mortgage File) of a Request for Release (which may be delivered in an electronic
format acceptable to the Trustee and the Servicer). Upon receipt of such
request, the Trustee or the Custodian, as applicable, shall within seven
Business Days release the related Mortgage File to the Servicer. The Trustee
shall deliver to the Servicer the Mortgage Note with written evidence of
cancellation thereon. If the Mortgage has been recorded in the name of MERS or
its designee, the Servicer shall take all necessary action to reflect the
release of the Mortgage on the records of MERS. Expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the related Mortgagor. From time to time and as shall be appropriate for the
servicing or foreclosure of any Mortgage Loan, including for such purpose
collection under any policy of flood insurance, any fidelity bond or errors or
omissions policy, or for the purposes of effecting a partial release of any
Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Mortgage File, the Trustee or the Custodian, as applicable,
shall, upon delivery to the Trustee (or, at the direction of the Trustee, the
Custodian) of a Request for Release signed by a Servicing Officer, release the
Mortgage File within seven Business Days to the Servicer. Subject to the further
limitations set forth below, the Servicer shall cause the Mortgage File so
released to be returned to the Trustee or the Custodian, as applicable, when the
need therefor by the Servicer no longer exists, unless the Mortgage Loan is
liquidated and the proceeds thereof are deposited in the Servicer Custodial
Account, in which case the Servicer shall deliver to the Trustee or the
Custodian, as applicable, a Request for Release, signed by a Servicing Officer.
Upon prepayment in full of any Mortgage Loan or the receipt of
notice that funds for such purpose have been placed in escrow, the Servicer
shall give an instrument of satisfaction (or Assignment of Mortgage without
recourse) regarding the Mortgaged Property relating to such Mortgage Loan, which
instrument of satisfaction or Assignment of Mortgage, as the case may be, shall
be delivered to the Person entitled thereto against receipt of the prepayment in
full. If the Mortgage is registered in the name of MERS or its designee, the
Servicer shall take all necessary action to reflect the release on the records
of MERS. In lieu of executing such satisfaction or Assignment of Mortgage, or if
another document is required to be executed by the Trustee, the Servicer may
deliver or cause to be delivered to the Trustee, for signature, as appropriate,
any court pleadings, requests for trustee's sale or other documents necessary to
effectuate such foreclosure or any legal action brought to obtain judgment
against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a
deficiency judgment or to enforce any other remedies or rights provided by the
Mortgage Note or the Mortgage or otherwise available at law or in equity.
Section 3.16 Documents, Records and Funds in Possession of the
Servicer to Be Held for the Trustee. The Servicer shall transmit to the Trustee
or, at the direction of the Trustee, the Custodian as required by this Agreement
all documents and instruments in respect of a Mortgage Loan coming into the
possession of the Servicer from time to time and shall account fully to the
Trustee for any funds received by the Servicer or which otherwise are collected
by the Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan. The documents constituting the Servicing File shall be held by
the Servicer as custodian and bailee for the Trustee. All Mortgage Files and
funds collected or held by, or under the control of, the Servicer in respect of
any Mortgage Loans, whether from the collection of principal and interest
payments or from Liquidation Proceeds, including but not limited to, any funds
on deposit in the Servicer Custodial Account, shall be held by the Servicer for
and on behalf of the Trustee and shall be and remain the sole and exclusive
property of the Trustee, subject to the applicable provisions of this Agreement.
The Servicer also agrees that it shall not knowingly create, incur or subject
any Mortgage File or any funds that are deposited in the Servicer Custodial
Account, 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 Servicer, or assert by legal
action or otherwise any claim or right of setoff against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Servicer shall be entitled to set off against and deduct from any such
funds any amounts that are properly due and payable to the Servicer under this
Agreement.
Section 3.17 Servicing Compensation. The Servicer shall be entitled
out of each payment of interest on a Mortgage Loan (or portion thereof) and
included in the Trust Estate to retain or withdraw from the Servicer Custodial
Account an amount equal to the Servicing Fee for such Distribution Date;
provided, however, that the aggregate Servicing Fee for the Servicer relating to
the Mortgage Loans shall be reduced (but not below zero) by an amount equal to
the Compensating Interest.
Any additional Servicing Compensation shall be retained by the
Servicer to the extent not required to be deposited in the Servicer Custodial
Account pursuant to Section 3.08(b). The Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
and shall not be entitled to reimbursement therefor except as specifically
provided in this Agreement.
Section 3.18 Annual Statement as to Compliance. The Trustee and the
Servicer shall deliver, and the Servicer shall cause each Additional Servicer
engaged by it to deliver, in electronic form to the Depositor, the Trustee and
each Rating Agency on or before March 5 of each year or if such day is not a
Business Day, the next Business Day (with a 10 calendar day cure period, but in
no event later than March 15), followed by a hard copy within 10 calendar days,
commencing in March 2007, a certificate in the form required by Item 1123 of
Regulation AB, to the effect that (i) an authorized officer of the Trustee, the
Servicer or the Additional Servicer, as the case may be, has reviewed (or a
review has been made under his or her supervision of) such party's activities
under this Agreement or such other applicable agreement in the case of an
Additional Servicer, during the prior calendar year or portion thereof and (ii)
to the best of such officer's knowledge, based on such review, such party has
fulfilled all of its obligations under this Agreement, or such other applicable
agreement in the case of an Additional Servicer, in all material respects
throughout the prior calendar year or portion thereof 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. Promptly
after receipt of each such certificate, the Depositor shall review such
certificate and, if applicable, consult with the Servicer and the Trustee as to
the nature of any failure to fulfill any obligation under the Agreement, or such
other applicable agreement in the case of an Additional Servicer, in any
material respect.
Section 3.19 Assessments of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports. (a) Each of the Servicer and the Trustee,
at its own expense, shall furnish, and shall cause any Servicing Function
Participant engaged by it to furnish, at such party's expense, to the Trustee
and the Depositor in electronic form, not later than March 5 of each year or if
such day is not a Business Day, the next Business Day (with a 10 calendar day
cure period, but in no event later than March 15), followed by a hard copy
within 10 calendar days, commencing in March 2007, a report on an assessment of
compliance with the Servicing Criteria applicable to it that contains (A) a
statement by such party of its responsibility for assessing compliance with the
Servicing Criteria applicable to it, (B) a statement that such party used the
Servicing Criteria to assess compliance with the Servicing Criteria applicable
to it, (C) such party's assessment of compliance with the Servicing Criteria
applicable to it as of and for the fiscal year covered by the Form 10-K required
to be filed pursuant to Section 3.22, including, if there has been any material
instance of noncompliance with the Servicing Criteria applicable to it, an
identification of each such failure and the nature and status thereof, and (D) a
statement that a registered public accounting firm has issued an attestation
report on such party's assessment of compliance with the Servicing Criteria
applicable to such party as of and for such period.
Each such assessment of compliance report shall be addressed to the
Depositor and the Servicer and signed by an authorized officer of the applicable
party, and shall address each of the Relevant Servicing Criteria set forth on
Exhibit Q hereto, or as set forth in the notification furnished to the Depositor
and the Trustee pursuant to Section 3.19(c). The Servicer and the Trustee hereby
acknowledge and agree that their respective assessments of compliance will cover
the items identified on Exhibit Q hereto as being covered by such party. The
parties to this Agreement acknowledge that where a particular Servicing
Criterion has multiple components, each party's assessment of compliance (and
related attestation of compliance) will relate only to those components that are
applicable to such party. Promptly after receipt of each such report on
assessment of compliance, the Depositor shall review each such report and, if
applicable, consult with the Servicer or the Trustee as to the nature of any
material instance of noncompliance with the Servicing Criteria applicable to it
(or any Servicing Function Participant engaged or utilized by the Servicer or
the Trustee, as applicable).
(b) Each of the Servicer and the Trustee, at its own expense, shall
cause, and shall cause any Servicing Function Participant engaged by it, at such
party's expense, to cause, not later than March 5 of each year or if such day is
not a Business Day, the next Business Day (with a 10 calendar day cure period),
commencing in March 2007, a registered public accounting firm (which may also
render other services to the Servicer, the Trustee, 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 electronically a report to
the Trustee and the Depositor (with a hard copy to follow within 10 calendar
days), 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 Servicing Criteria applicable to it, 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
assessment of compliance with the 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 Servicing Criteria. In the event that
an overall opinion cannot be expressed, such registered public accounting firm
shall state in such report why it was unable to express such an opinion. Such
report must be available for general use and not contain restricted use
language. If requested by the Depositor, such report shall contain or be
accompanied by a consent of such accounting firm to inclusion or incorporation
of such report in the Depositor's registration statement on Form S-3 relating to
the Offered Certificates and the Form 10-K for the Trust.
Promptly after receipt of each such accountants' attestation report,
the Depositor shall review the report and, if applicable, consult with the
Servicer or the Trustee if such report (i) states that a party's assessment of
compliance was not fairly stated in any material respect or (ii) is unable to
state an overall opinion.
(c) No later than 30 days following the end of each fiscal year for
the Trust for which a Form 10-K is required to be filed, (i) the Servicer shall
forward to the Trustee and Depositor the name of each Servicing Function
Participant engaged by it and what Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function
Participant and (ii) the Trustee shall forward to the Depositor the name of each
Servicing Function Participant engaged by it and what Servicing Criteria will be
addressed in the report on assessment of compliance prepared by such Servicing
Function Participant, in each case to the extent of any change from the prior
year's notice, if any.
(d) Beginning with fiscal year 2008 and thereafter, none of the
Servicer, the Trustee or any Servicing Function Participant engaged by such
parties shall be required to deliver or cause the delivery of any such
assessments or attestation reports until April 15 unless such party has received
written notice from the Depositor that a Form 10-K is required to be filed in
respect of the Trust for the preceding fiscal year.
Section 3.20 Advances. The Servicer shall determine on or before
each Servicer Advance Date whether it is required to make a Periodic Advance
pursuant to the definition thereof. If the Servicer determines it is required to
make a Periodic Advance, it shall, on or before the Servicer Advance Date,
either (a) deposit into the Servicer Custodial Account an amount equal to the
Advance and/or (b) make an appropriate entry in its records relating to the
Servicer Custodial Account that any portion of the Amount Held for Future
Distribution with respect to a Loan Group in the Servicer Custodial Account has
been used by the Servicer in discharge of its obligation to make any such
Periodic Advance on a Mortgage Loan in such Loan Group. Any funds so applied
shall be replaced by the Servicer by deposit in the Servicer Custodial Account
no later than the close of business on the Business Day preceding the next
Servicer Advance Date. The Servicer shall be entitled to be reimbursed from the
Servicer Custodial Account for all Advances of its own funds made pursuant to
this Section 3.20 as provided in Section 3.11(a). The obligation to make
Periodic Advances with respect to any Mortgage Loan shall continue until the
ultimate disposition of the REO Property or Mortgaged Property relating to such
Mortgage Loan. The Servicer shall inform the Trustee of the amount of the
Periodic Advance to be made by the Servicer with respect to each Loan Group on
each Servicer Advance Date no later than the related Remittance Date.
The Servicer shall deliver to the Trustee on the related Servicer
Advance Date an Officer's Certificate of a Servicing Officer indicating the
amount of any proposed Periodic Advance determined by the Servicer to be a
Nonrecoverable Advance. Notwithstanding anything to the contrary, the Servicer
shall not be required to make any Periodic Advance or Servicing Advance that
would be a Nonrecoverable Advance.
Section 3.21 Modifications, Waivers, Amendments and Consents.
(a)Subject to this Section 3.21, the Servicer may agree to any modification,
waiver, forbearance, or amendment of any term of any Mortgage Loan without the
consent of the Trustee or any Certificateholder. All modifications, waivers,
forbearances or amendments of any Mortgage Loan shall be in writing and shall be
consistent with Customary Servicing Procedures.
(b) The Servicer shall not agree to enter into, and shall not enter
into, any modification, waiver (other than a waiver referred to in Section 3.13,
which waiver, if any, shall be governed by Section 3.13), forbearance or
amendment of any term of any Mortgage Loan if such modification, waiver,
forbearance, or amendment would:
(i) forgive principal owing under such Mortgage Loan or permanently
reduce the interest rate on such Mortgage Loan;
(ii) affect the amount or timing of any related payment of
principal, interest or other amount payable thereunder;
(iii) in the Servicer's judgment, materially impair the security for
such Mortgage Loan or reduce the likelihood of timely payment of amounts
due thereon; or
(iv) otherwise constitute a "significant modification" within the
meaning of Treasury Regulations Section 1.860G-2(b);
unless, in the case of clauses (ii) through (iv) above, (A) such Mortgage Loan
is 90 days or more past due or (B) the Servicer delivers to the Trustee an
Opinion of Counsel to the effect that such modification, waiver, forbearance or
amendment would not affect the REMIC status of any of the Upper-Tier REMIC, the
Middle-Tier REMIC or the Lower-Tier REMIC. Notwithstanding the foregoing, no
Opinion of Counsel need be delivered if the purpose of the modification is to
reduce the Monthly Payment on a Mortgage Loan as a result of a partial Principal
Prepayment; provided that the Mortgage Loan is fully amortized by its original
maturity date. Subject to Customary Servicing Procedures, the Servicer may
permit a forbearance for a Mortgage Loan which in the Servicer's judgment is
subject to imminent default.
(c) The Servicer may, as a condition to granting any request by a
Mortgagor for consent, modification, waiver, forbearance or amendment, the
granting of which is within the Servicer's discretion pursuant to the Mortgage
Loan and is permitted by the terms of this Agreement, require that such
Mortgagor pay to the Servicer, as additional Servicing Compensation, a
reasonable or customary fee for the additional services performed in connection
with such request, together with any related costs and expenses incurred by the
Servicer, which amount shall be retained by the Servicer as additional Servicing
Compensation.
(d) The Servicer shall notify the Depositor and the Trustee, in
writing, of any modification, waiver, forbearance or amendment of any term of
any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at
the direction of the Trustee, the Custodian) for deposit in the related Mortgage
File, an original counterpart of the agreement relating to such modification,
waiver, forbearance or amendment, promptly (and in any event within ten Business
Days) following the execution thereof; provided, however, that if any such
modification, waiver, forbearance or amendment is required by applicable law to
be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and
(ii) shall deliver to the Trustee such document, with evidence of notification
upon receipt thereof from the public recording office.
Section 3.22 Reports to the Securities and Exchange Commission. (a)
The Trustee and the Servicer shall reasonably cooperate with the Depositor to
enable the Depositor to satisfy its reporting requirements under the Exchange
Act and the parties hereto shall reasonably cooperate to enable the Securities
and Exchange Commission requirements with respect to the Depositor to be met in
the event that the Securities and Exchange Commission issues additional
interpretive guidelines or promulgates rules or regulations, or in the event of
any other change of law that would require reporting arrangements or the
allocation of responsibilities with respect thereto, as described in this
Section 3.22, to be conducted or allocated in a different manner. Without
limiting the generality of the foregoing, the Trustee shall prepare on behalf of
the Depositor any Current Reports on Form 8-K (each, a "Form 8-K"), Distribution
Reports on Form 10-D (each, a "Form 10-D") and Annual Reports on Form 10-K
(each, a "Form 10-K") as required by the Exchange Act and the rules and
regulations of the Securities and Exchange Commission thereunder, the Servicer
shall sign and the Trustee shall file (via the Securities and Exchange
Commission's Electronic Data Gathering and Retrieval System) such forms on
behalf of the Depositor. Notwithstanding the foregoing, the Depositor shall file
the Form 8-Ks in connection with the issuance of the Certificates.
(b) Each Form 10-D shall be filed by the Trustee within 15 days
after each Distribution Date and will include a copy of the monthly statement to
Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution
Date Statement") for such Distribution Date as an exhibit thereto. In addition,
the Trustee shall include under Item 1 of each Form 10-D any information
required by Item 1121 of Regulation AB to the extent relevant that is not
included on the Distribution Date Statement. Any information in addition to the
Distribution Date Statement and any other information required by Item 1121 of
Regulation AB ("Additional Form 10-D Information") shall be determined by the
party preparing such information as set forth on Exhibit R-1 hereto and the
Trustee shall compile such information pursuant to the following paragraph. The
Trustee will have no duty or liability for any failure hereunder to determine or
prepare any Additional Form 10-D Information, except to the extent of its
obligations as set forth in the next paragraph.
As set forth on Exhibit R-1 hereto, within 5 calendar days after the
related Distribution Date, certain parties hereto shall be required to provide
to the Depositor and the Trustee, to the extent known by such parties, any
Additional Form 10-D Information, if applicable. The Depositor will be
responsible for all reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Additional Form 10-D Information on
Form 10-D pursuant to this paragraph, including converting any such information
to an XXXXX-compatible format.
After preparing the Form 10-D, the Trustee shall forward
electronically a draft copy of the Form 10-D to the Depositor and the Servicer
for review. No later than 2 Business Days prior to the 15th calendar day after
the related Distribution Date, the Depositor and Servicer shall each indicate to
the Trustee their consent to the form and substance of the draft Form 10-D
(which consent may be in electronic form). If a Form 10-D cannot be filed on
time or if a previously filed Form 10-D needs to be amended, the Trustee will
follow the procedures set forth in Section 3.22(e). Promptly (but no later than
one Business Day) after filing with the Securities and Exchange Commission, the
Trustee will make available on its internet website a final executed copy of
each Form 10-D. The Trustee shall have no liability for any loss, expense,
damage or claim arising out of or with respect to any failure to properly
prepare and/or timely file such Form 10-D, where such failure results from the
Trustee's inability or failure to obtain or receive, on a timely basis, any
information from any party hereto (other than the Trustee or any Servicing
Function Participant utilized by the Trustee) 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 before 90 days after the end of each fiscal year of the
Trust (or such earlier date as may be required by the Exchange Act and the rules
and regulations of the Securities and Exchange Commission) (the "10-K Filing
Deadline") commencing in 2007, the Trustee shall file a Form 10-K, in form and
substance as required by applicable law or applicable Securities and Exchange
Commission staff interpretations. Each such Form 10-K shall include the
following items, in each case to the extent they have been delivered to the
Trustee within the applicable time frames set forth in this Agreement: (i) an
annual compliance statement for the Trustee, the Servicer and each Additional
Servicer, as described under Section 3.18, (ii)(A) the annual reports on
assessment of compliance with Servicing Criteria for the Servicer, the Trustee
and each Servicing Function Participant, as described under Section 3.19, and
(B) if the Servicer's, the Trustee's or each Servicing Function Participant's
report on assessment of compliance with Servicing Criteria described under
Section 3.19 identifies any material instance of noncompliance or is not
included, disclosure identifying such instance of noncompliance or disclosure
that such report is not included and an explanation thereof, as the case may be,
(iii)(A) the registered public accounting firm attestation report for the
Servicer, the Trustee and each Servicing Function Participant, as described
under Section 3.19, and (B) if any registered public accounting firm attestation
report described under Section 3.19 identifies any material instance of
noncompliance or is not included, disclosure identifying such instance of
noncompliance or disclosure that such report is not included and an explanation
thereof, as the case may be, and (iv) a Certification as described in this
Section 3.22(c). Any information in addition to (i) through (iv) above that is
required to be included on Form 10-K ("Additional Form 10-K Information") shall
be prepared by the party responsible for preparing such information as set forth
on Exhibit R-2 hereto and the Trustee shall compile such information pursuant to
the following paragraph. The Trustee will have no duty or liability for any
failure hereunder to determine or prepare any Additional Form 10-K Information,
except to the extent of its obligations as set forth in the next paragraph.
As set forth on Exhibit R-2 hereto, no later than March 1st of each
year that the Trust is subject to the Exchange Act reporting requirements,
commencing in 2007, certain parties to this Agreement shall be required to
provide to the Trustee and the Depositor, to the extent known by such applicable
parties, any Additional Form 10 K Information, if applicable. The Depositor will
be responsible for all reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Additional Form 10-K Information on
Form 10-K pursuant to this paragraph, including converting any such information
to an XXXXX-compatible format.
After preparing the Form 10-K, the Trustee shall forward
electronically a draft copy of the Form 10-K to the Depositor and the Servicer
for review. No later than the close of business on the third Business Day prior
to the 10-K Filing Deadline, a senior officer of the Servicer in charge of the
servicing function shall sign the Form 10-K and return an electronic or fax copy
of such signed Form 10-K, together with a signed copy of the certification (the
"Certification") attached hereto as Exhibit O and required to be included with
each Form 10-K pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (with an
original executed hard copy of each to follow by overnight mail) to the Trustee.
If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs
to be amended, the Trustee will follow the procedures set forth in Section
3.22(e). Promptly (but no later than one Business Day) after filing with the
Securities and Exchange Commission, the Trustee will make available on its
internet website a final executed copy of each Form 10-K. The parties to this
Agreement acknowledge that the performance by the Trustee of its duties under
this Section 3.22(c) relating to the timely preparation and filing of Form 10-K
is contingent upon such parties (and any Additional Servicer or Servicing
Function Participant) strictly observing all applicable deadlines in the
performance of their duties under this Section 3.22, Section 3.18 and Section
3.19. The Trustee shall have no liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare and/or timely
file such Form 10-K, where such failure results from the Trustee's inability or
failure to obtain or receive, on a timely basis, any information from any party
hereto (other than the Trustee or any Servicing Function Participant utilized by
the Trustee) needed to prepare, arrange for execution or file such Form 10-K,
not resulting from its own negligence, bad faith or willful misconduct.
For so long as the Trust is subject to the reporting requirements of
the Exchange Act, the Trustee shall provide to the Servicer, on or before March
5 of each year or if such day is not a Business Day, the next Business Day (with
a 10 calendar day cure period), followed by a hard copy within 10 days,
commencing in March 2007, and otherwise within a reasonable period of time upon
request, a certification in the form attached hereto as Exhibit P. In the event
the Trustee is terminated or resigns pursuant to the terms of this Agreement,
such Trustee shall provide a certification in the form attached hereto as
Exhibit P with respect to the period of time it was subject to this Agreement.
In addition, the Trustee shall indemnify and hold harmless the Depositor, the
Servicer and the Sponsor and their officers, directors and affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon any inaccuracy in (i) the assessment of compliance
with the Servicing Criteria pursuant to Section 3.19 provided by Trustee or any
Servicing Function Participant appointed by the Trustee and (ii) the
certification provided by the Trustee pursuant to this Section 3.22(c), any
breach of the obligations under Sections 3.19 and 3.22(c) of the Trustee or any
Servicing Function Participant appointed by the Trustee or the Trustee's or such
Servicing Function Participant's negligence, bad faith or willful misconduct in
connection therewith. If the indemnification provided for herein is unavailable
or insufficient to hold harmless the Depositor, the Servicer and the Sponsor and
their officers, directors and affiliates, then the Trustee agrees that it shall
contribute to the amount paid or payable by the Depositor, the Servicer and the
Sponsor, any of their officers, directors or affiliates as a result of the
losses, claims, damages or liabilities of the Depositor, the Servicer or the
Sponsor, any of their officers, directors or affiliates in such proportion as is
appropriate to reflect the relative fault of the Depositor, the Servicer and the
Sponsor and each of their officers, directors and affiliates on the one hand and
the Trustee on the other in connection with a breach of the Trustee's
obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or
willful misconduct in connection therewith.
(d) Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and
also if requested by the Depositor, the Trustee shall prepare and file on behalf
of the Trust any Form 8-K, as required by the Exchange Act, provided that the
Depositor shall file the initial Form 8-Ks in connection with the issuance of
the Certificates. Any information related to a Reportable Event or that is
otherwise required to be included on Form 8-K (such information, "Form 8-K
Information") shall be reported to the Depositor and the Trustee by the parties
set forth on Exhibit R-3 hereto and compiled by the Trustee pursuant to the
following paragraph. The Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Form 8-K Information or any Form 8-K,
except to the extent of its obligations as set forth in the next paragraph.
As set forth on Exhibit R-3 hereto, for so long as the Trust is
subject to the Exchange Act reporting requirements, no later than 12:00 noon on
the second Business Day after the occurrence of a Reportable Event certain
parties to this Agreement shall be required to provide to the Depositor and the
Trustee, to the extent known by such applicable parties, any Form 8-K
Information, if applicable. The Depositor will be responsible for all reasonable
fees and expenses assessed or incurred by the Trustee in connection with
including any Form 8-K Information on Form 8-K pursuant to this paragraph,
including converting any such information to an XXXXX-compatible format.
After preparing the Form 8-K, the Trustee shall forward
electronically a draft copy of the Form 8-K to the Depositor for review,
verification and execution by the Depositor. No later than 12:00 noon on the
fourth Business Day after the Reportable Event, an officer of the Depositor
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 follow by overnight mail) to the
Trustee. Promptly (but no later than one Business Day) after filing with the
Securities and Exchange Commission, the Trustee will, make available on its
internet website a final executed copy of each Form 8-K filed by it. If a Form
8-K cannot be filed on time or if a previously filed Form 8-K needs to be
amended, the Trustee will follow the procedures set forth in Section 3.22(e).
The Depositor acknowledges that the performance by the Trustee of its duties
under this Section 3.22(d) related to the timely preparation and filing of Form
8-K is contingent upon the parties to this Agreement and any other Person
obligated to provide Form 8-K Information as set forth on Exhibit R-3 hereto,
observing all applicable deadlines in the performance of their duties under this
Section 3.22(d). The Trustee shall have no liability for any loss, expense,
damage or claim arising out of or with respect to any failure to properly
prepare and/or timely file such Form 8-K, where such failure results from the
Trustee's inability or failure to obtain or receive, on a timely basis, any
information from any party hereto (other than the Trustee or any Servicing
Function Participant utilized by the Trustee) needed to prepare, arrange for
execution or file such Form 8-K, not resulting from its own negligence, bad
faith or willful misconduct.
(e) In the event that the Trustee is unable to timely file with the
Securities and Exchange Commission all or any required portion of any Form 8-K,
Form 10-D or Form 10-K required to be filed by this Agreement because required
information was either not delivered to it or delivered to it after the delivery
deadlines set forth in this Agreement or for any other reason, the Trustee will
immediately notify the Depositor and the Servicer by telephone. In the case of
Form 10-D and Form 10-K, the Depositor, Servicer and Trustee will cooperate to
prepare and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act. In
the case of Form 8-K, the Trustee will, upon receipt of all information required
to be included on Form 8-K, file such Form 8-K. Within 5 calendar days following
the original due date of the Form 10-D, the Trustee shall prepare and file the
related Form 10-D. Within 15 calendar days following the original due date of
the Form 10-K, the Trustee shall prepare and file the related Form 10-K. In the
event that any previously filed Form 8-K, Form 10-D or Form 10-K needs to be
amended, the party to this Agreement deciding that an amendment to such Form
8-K, Form 10-D or Form 10-K is required will notify the Depositor, the Trustee
and the Servicer and such parties will cooperate to prepare any necessary Form
8-K/A, Form 10-D/A or Form 10-K/A. Any Form 12b-25 or any amendment to Form 10-D
or Form 10-K shall be signed by a senior officer of the Servicer in charge of
the servicing function. Any amendment to Form 8-K or any Form 15 (as described
in Section 3.22(g)) shall be signed by an officer of the Depositor. The
Depositor and Servicer acknowledge that the performance by the Trustee of its
duties under this Section 3.22(e) related to the timely preparation and filing
of a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is
contingent upon the Servicer and the Depositor performing their duties under
this Section. The Trustee shall have no liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare and/or
timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D or
Form 10-K, where such failure results from the Trustee's inability or failure to
obtain or receive, on a timely basis, any information from any other party
hereto (other than the Trustee or any Servicing Function Participant utilized by
the Trustee) needed to prepare, arrange for execution or file such Form 12b-25
or any amendments to Form 8-K, Form 10-D or Form 10-K, not resulting from its
own negligence, bad faith or willful misconduct.
(f) Upon any filing with the Securities and Exchange Commission, the
Trustee shall promptly deliver or otherwise make available to the Depositor a
copy of any such executed report, statement or information.
(g) The obligations set forth in paragraphs (a) through (f) of this
Section shall only apply with respect to periods for which the Trustee is
obligated to file reports on Form 8-K, 10-D or 10-K. Unless otherwise instructed
by the Depositor, prior to January 30th of the first year in which the Trustee
is permitted to do so under Section 15(d) of the Exchange Act and other
applicable law and regulations, the Trustee shall prepare and file with the
Securities and Exchange Commission a Form 15 Suspension Notification 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 number of Certificateholders 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, the Trustee
shall recommence preparing and filing reports on Form 10-D and 10-K as required
pursuant to this Section and the parties hereto will again have the obligations
set forth in paragraphs (a) through (f) of this Section.
(h) The Depositor, the Trustee and the Servicer shall notify the
Depositor and the Trustee of any proceedings of the type described in Item 1117
of Regulation AB, together with a description thereof, within five Business Days
of any such party's knowledge thereof. In addition, the Depositor, the Trustee
and the Servicer shall notify the Depositor and the Trustee of any affiliations
or relationships that develop following the Closing Date between the Depositor,
the Trustee or the Servicer and any of parties listed in Item 1119 of Regulation
AB, together with a description thereof, within five Business Days of any such
party's knowledge thereof.
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate. Each month, not later than
12:00 noon Eastern time on the Business Day following each Determination Date,
the Servicer shall deliver to the Trustee, a Servicer's Certificate (in
substance and format mutually acceptable to the Servicer and the Trustee)
certified by a Servicing Officer setting forth the information necessary in
order for the Trustee to perform its obligations under this Agreement. The
Trustee may conclusively rely upon the information contained in a Servicer's
Certificate for all purposes hereunder and shall have no duty to verify or
re-compute any of the information contained therein.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions. On each Distribution Date, based solely
on the information in the Servicer's Certificate, the Trustee shall distribute
or be deemed to distribute, as applicable, out of the Certificate Account, the
Middle-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 the Residual Certificate), by
wire transfer or by such other means of payment as such Certificateholder and
the Trustee shall agree upon, such Certificateholder's Percentage Interest in
the amount to which the related Class of Certificates is entitled in accordance
with the priorities set forth below in Section 5.02.
None of the Holders of any Class of Certificates, the Depositor, the
Servicer or the Trustee shall in any way be responsible or liable to Holders of
any Class of Certificates in respect of amounts properly previously distributed
on any such Class.
Amounts distributed with respect to any Class of Certificates shall
be applied first to the distribution of interest thereon and then to principal
thereon.
Section 5.02 Priorities of Distributions. (a) On each Distribution
Date, based solely on the information contained in the Servicer's Certificate,
the Trustee shall withdraw from the Certificate Account (to the extent funds are
available therein) (1) the amount payable to the Trustee pursuant to Section
3.11(b)(ii) and shall pay such funds to itself, and (2) the Pool Distribution
Amount for each Loan Group, in an amount as specified in written notice received
by the Trustee from the Servicer no later than the Business Day following the
related Determination Date, and shall apply such funds (or be deemed to apply
such funds, as applicable), first to the payment to itself of the amount payable
with respect to such Loan Group pursuant to Section 3.11(b)(i) and then to
distributions on the Certificates, paying Group 1 solely from the Pool
Distribution Amount for Loan Group 1, paying Group 2 solely from the Pool
Distribution Amount for Loan Group 2, paying Group 3 solely from the Pool
Distribution Amount for Loan Group 3, paying Group 4 solely from the Pool
Distribution Amount for Loan Group 4, paying Group 5 solely from the Pool
Distribution Amount for Loan Group 5, paying Group 6 solely from the Pool
Distribution Amount for Loan Group 6, paying Group 7 solely from the Pool
Distribution Amount for Loan Group 7 and paying the Class B Certificates from
the remaining combined Pool Distribution Amounts from all the Loan Groups, in
the following order of priority and to the extent of such funds:
(i) concurrently, to each Class of Senior Certificates and IO
Component of such Group, if any, pro rata, an amount allocable to interest
equal to the Interest Distribution Amount or Component Interest
Distribution Amount for such Class or 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
that would have been distributed in the absence of such shortfall;
(ii) concurrently, to the Senior Non-PO Certificates of such Group
and the applicable PO Component of such Group, or in the case of Group 5,
the Class 5-PO Certificates, pro rata, based on their respective Senior
Principal Distribution Amount and PO Principal Amount, (A) to the Senior
Non-PO Certificates of such Group, 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 PO Component of such Group, or in the case of Group 5, the Class 5-PO
Certificates, in an aggregate amount up to the PO Principal Amount for
such Group;
(iii) to the PO Component of such Group, or in the case of Group 5,
the Class 5-PO Certificates, any PO Deferred Amount (after giving effect
to the distribution to such PO Component or the Class 5-PO Certificates of
the PO Recovery for the Related Loan Group), up to the Subordinate
Principal Distribution Amounts for such Distribution Date from amounts
otherwise distributable to the Class B Certificates, first to the Class
B-6 Certificates pursuant to clause (iv)(L) below, second to the Class B-5
Certificates pursuant to clause (iv)(J) below, third to the Class B-4
Certificates pursuant to clause (iv)(H) below, fourth to the Class B-3
Certificates pursuant to clause (iv)(F) below, fifth to the Class B-2
Certificates pursuant to clause (iv)(D) below and, finally, to the Class
B-1 Certificates pursuant to clause (iv)(B) below;
(iv) to each Class of Class B Certificates, subject to paragraph (d)
below, in the following order of priority:
(A) to the Class B-1 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(B) to the Class B-1 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the PO Deferred Amounts of the PO
Components and the Class 5-PO Certificates pursuant to clause (iii)
above until the Class Certificate Balance thereof has been reduced
to zero;
(C) to the Class B-2 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(D) to the Class B-2 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the PO Deferred Amounts of the PO
Components and the Class 5-PO Certificates pursuant to clause (iii)
above until the Class Certificate Balance thereof has been reduced
to zero;
(E) to the Class B-3 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(F) 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 PO Deferred Amounts of the PO
Components and the Class 5-PO Certificates pursuant to clause (iii)
above until the Class Certificate Balance thereof has been reduced
to zero;
(G) to the Class B-4 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(H) to the Class B-4 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the PO Deferred Amounts of the PO
Components and the Class 5-PO Certificates pursuant to clause (iii)
above until the Class Certificate Balance thereof has been reduced
to zero;
(I) to the Class B-5 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(J) to the Class B-5 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the PO Deferred Amounts of the PO
Components and the Class 5-PO Certificates pursuant to clause (iii)
above until the Class Certificate Balance thereof has been reduced
to zero;
(K) to the Class B-6 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date; and
(L) 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 PO Deferred Amounts of the PO
Components and the Class 5-PO Certificates pursuant to clause (iii)
above until the Class Certificate Balance thereof has been reduced
to zero; and
(v) to the Holder of the Class 5-A-R Certificate, any amounts
remaining in the Upper-Tier Certificate Sub-Account and the
Middle-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 clause (ii) of the definition of
"Component Interest Distribution Amount" after its Class Certificate Balance or
Notional Amount has been reduced to zero.
For any Group and on any Distribution Date, amounts distributed in
respect of the PO Deferred Amounts (including the distribution of the PO
Recoveries) will not reduce the Component Balance of the applicable PO Component
or the Class Certificate Balance of the Class 5-PO Certificates.
All distributions in respect of the Interest Distribution Amount for
a Class or the Component Interest Distribution Amount for an IO 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 Trustee shall distribute any
Reimbursement Amount sequentially to the Classes of Certificates then
outstanding which bore the loss to which such Reimbursement Amount relates
beginning with the most senior of such Classes of Certificates, up to, with
respect to each Class, the amount of loss borne by such Class. Any Reimbursement
Amount remaining after the application described in the preceding sentence shall
be included in the Pool Distribution Amount for the applicable Loan Group.
On each Distribution Date, the Trustee shall distribute any PO
Recovery for Loan Group 1, Loan Group 2, Loan Group 3 or Loan Group 4 to the
Holders of the Class CB-PO Certificates, any PO Recovery for Loan Group 5 to the
Holders of the Class 5-PO Certificates and any PO Recovery for Loan Group 6 or
Loan Group 7 to the Holders of the Class 15-PO Certificates.
In the event that on any Distribution Date, the Subordinate
Principal Distribution Amounts for the Loan Groups are insufficient to reduce
the PO Deferred Amounts of the PO Components and the Class 5-PO Certificates to
zero, the amount that is available shall be distributed among such Components
and Class pro rata based on the PO Deferred Amounts.
(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, Class 2-LPO Interest, Class 3-LPO Interest, Class
4-LPO Interest, Class 5-LPO Interest, Class 6-LPO Interest and Class
7-LPO Interest) at the pass-through rate thereon, as described in
the next to last paragraph of this Section 5.02(a)(vi). All
distributions of principal shall be made first to the Class 1-LPO
Interest, Class 2-LPO Interest, Class 3-LPO Interest, Class 4-LPO
Interest, Class 5-LPO Interest, Class 6-LPO Interest and Class 7-LPO
Interest, so as to keep the principal balances thereof at all times
equal to the Component Balances or Class Certificate Balance, as the
case may be, of the Class 1-CB-PO Component, the Class 2-CB-PO
Component, the Class 3-CB-PO Component, the Class 4-CB-PO Component,
the Class 5-PO Certificates, the Class 6-15-PO Component and the
Class 7-15-PO Component, respectively; second, to the Class 1-LS
Interest, the Class 2-LS Interest, the Class 3-LS Interest, Class
4-LS Interest, Class 5-LS Interest, Class 6-LS Interest and the
Class 7-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 3,
Loan Group 4, Loan Group 5, Loan Group 6 and Loan Group 7,
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, Class 2-LS Interest, Class
3-LS Interest, Class 4-LS Interest, Class 5-LS Interest, Class 6-LS
Interest and Class 7-LS Interest, such that the Subordinate Balance
Ratio is maintained), and third, any remaining principal to the
Class 1-L Interest, Class 2-L Interest, Class 3-L Interest, Class
4-L Interest, Class 5-L Interest, Class 6-L Interest and Class 7-L
Interest. Any distributions 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," from the Group 6 Mortgage Loans to the Uncertificated
Lower-Tier Interests beginning with the numeral "6" and from the
Group 7 Mortgage Loans to the Uncertificated Lower-Tier Interests
beginning with the numeral "7."
Realized Losses shall be applied after all distributions have been
made on each Distribution Date first, to the Class 1-LPO Interest, Class 2-LPO
Interest, Class 3-LPO Interest, Class 4-LPO Interest, Class 5-LPO Interest,
Class 6-LPO Interest and Class 7-LPO Interest, so as to keep their principal
balances equal to the Component Balances or Class Certificate Balance, as the
case may be, of the Class 1-CB-PO Component, the Class 2-CB-PO Component, the
Class 3-CB-PO Component, the Class 4-CB-PO Component, the Class 5-PO
Certificates, the Class 6-15-PO Component and the Class 7-15-PO Component,
respectively; second, to the Class 1-LS Interest, Class 2-LS Interest, Class
3-LS Interest, Class 4-LS Interest, Class 5-LS Interest, Class 6-LS Interest and
Class 7-LS Interest, so as to keep 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 3, Loan Group 4, Loan Group 5, Loan Group 6
and Loan Group 7, 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, Class 2-LS Interest, Class 3-LS
Interest, Class 4-LS Interest, Class 5-LS Interest, Class 6-LS Interest and
Class 7-LS Interest such that the Subordinate Balance Ratio is maintained); and
third, the remaining Realized Losses shall be allocated to the Class 1-L
Interest, Class 2-L Interest, Class 3-L Interest, Class 4-L Interest, Class 5-L
Interest, Class 6-L Interest and Class 7-L Interest. Any Realized Losses
allocated to the Uncertificated Lower-Tier Interests pursuant to this paragraph
shall be (a) from Realized Losses allocated to Loan Group 1 in the case of
Uncertificated Lower-Tier Interests beginning with the numeral "1," (b) from
Realized Losses allocated to Loan Group 2 in the case of Uncertificated
Lower-Tier Interests beginning with the numeral "2," (c) from Realized Losses
allocated to Loan Group 3 in the case of Uncertificated Lower-Tier Interests
beginning with the numeral "3," (d) from Realized Losses allocated to Loan Group
4 in the case of Uncertificated Lower-Tier Interests beginning with the numeral
"4," (e) from Realized Losses allocated to Loan Group 5 in the case of
Uncertificated Lower-Tier Interests beginning with the numeral "5," (f) from
Realized Losses allocated to Loan Group 6 in the case of Uncertificated
Lower-Tier Interests beginning with the numeral "6" and (g) from Realized Losses
allocated to Loan Group 7 in the case of Uncertificated Lower-Tier Interests
beginning with the numeral "7."
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 and the Class 3-LS 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 aggregate 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 aggregate 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 aggregate Pool Stated Principal Balance (Non-PO
Portion) of Loan Group 6. As of any date, the aggregate principal balance of the
Class 7-L Interest and the Class 7-LS Interest shall equal the aggregate Pool
Stated Principal Balance (Non-PO Portion) of Loan Group 7. 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-CB-PO Component, (ii) the principal balance of the Class
2-LPO Interest will be equal to the Component Balance of the Class 2-CB-PO
Component, (iii) the principal balance of the Class 3-LPO Interest will be equal
to the Component Balance of the Class 3-CB-PO Component, (iv) the principal
balance of the Class 4-LPO Interest will be equal to the Component Balance of
the Class 4-CB-PO Component, (v) the principal balance of the Class 5-LPO
Interest will be equal to the Class Certificate Balance of the Class 5-PO
Certificates, (vi) the principal balance of the Class 6-LPO Interest will be
equal to the Component Balance of the Class 6-15-PO Component and (vii) the
principal balance of the Class 7-LPO Interest will be equal to the Component
Balance of the Class 7-15-PO Component. As of any date, (i) the notional amount
of the Class 1-LWIO Interest will be equal to the Class 1-CB-IO Notional Amount,
(ii) the notional amount of the Class 2-LWIO Interest will be equal to the Class
2-CB-IO Notional Amount, (iii) the notional amount of the Class 3-LWIO Interest
will be equal to the Class 3-CB-IO Notional Amount, (iv) the notional amount of
the Class 4-LWIO Interest will be equal to the Class 4-CB-IO Notional Amount,
(v) the notional amount of the Class 5-LWIO Interest will be equal to the Class
5-IO Notional Amount, (vi) the notional amount of the Class 6-LWIO Interest will
be equal to the Class 6-15-IO Notional Amount and (vii) the notional amount of
the Class 7-LWIO Interest will be equal to the Class 7-15-IO Notional Amount.
The pass-through rate with respect to the Class 1-L Interest and the
Class 1-LS Interest shall be 6.000% per annum. The pass-through rate with
respect to the Class 2-L Interest and the Class 2-LS Interest shall be 6.000%
per annum. The pass-through rate with respect to the Class 3-L Interest and the
Class 3-LS Interest shall be 6.500% per annum. The pass-through rate with
respect to the Class 4-L Interest and the Class 4-LS Interest shall be 6.500%
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 7-L Interest and the
Class 7-LS Interest shall be 6.000% per annum. The pass-through rate with
respect to the Class 1-LWIO Interest, Class 2-LWIO Interest, Class 3-LWIO
Interest, Class 4-LWIO Interest, Class 5-LWIO Interest, Class 6-LWIO Interest
and Class 7-LWIO Interest shall be the same as the Pass-Through Rate for the
Class 1-CB-IO Component, Class 2-CB-IO Component, Class 3-CB-IO Component, Class
4-CB-IO Component, Class 5-IO Certificates, Class 6-15-IO Component and Class
7-15-IO Component, respectively, as each such rate is described in the
Preliminary Statement. The Class 1-LPO Interest, Class 2-LPO Interest, Class
3-LPO Interest, Class 4-LPO Interest, Class 5-LPO Interest, Class 6-LPO Interest
and Class 7-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 Middle-Tier Interests. On
each Distribution Date, each Uncertificated Middle-Tier Interest (other
than the Class 1-CB-MIO Interest, Class 2-CB-MIO Interest, Class 3-CB-MIO
Interest, Class 4-CB-MIO Interest, Class 5-MIO Interest, Class 6-15-MIO
Interest and Class 7-15-MIO 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 or
Component, as provided herein. On each Distribution Date, each
Uncertificated Middle-Tier Interest (other than the Class 1-CB-MPO
Interest, Class 2-CB-MPO Interest, Class 3-CB-MPO Interest, Class 4-CB-MPO
Interest, Class 5-MPO Interest, Class 6-15-MPO Interest and Class 7-15-MPO
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
or Component, in each case to the extent actually distributed thereon.
Such amounts distributed to the Uncertificated Middle-Tier Interests in
respect of principal and interest with respect to any Distribution Date
are referred to herein collectively as the "Middle-Tier Distribution
Amount."
As of any date, the principal balance or notional amount of each
Uncertificated Middle-Tier Interest equals the aggregate of the Class
Certificate Balances or Notional Amounts of the respective Corresponding
Upper-Tier Class, Classes or Component or, in the case of the Class 5-A-M1
Interest, the Class Certificate Balance of the Class 5-A-1 Certificates. The
initial principal balance or notional amount of each Uncertificated Middle-Tier
Interest equals the aggregate of the Initial Class Certificate Balances or
Initial Notional Amounts of the respective Corresponding Upper-Tier Class,
Classes or Component or, in the case of the Class 5-A-M1 Interest, the Initial
Class Certificate Balance of the Class 5-A-1 Certificates.
The pass-through rate with respect to the Class 1-CB-M1 Interest
shall be 6.000% per annum. The pass-through rate with respect to the Class
2-CB-M1 Interest shall be 6.000% per annum. The pass-through rate with respect
to the Class 3-CB-M1 Interest shall be 6.500% per annum. The pass-through rate
with respect to the Class 4-CB-M1 Interest shall be 6.500% per annum. The
pass-through rate with respect to the Class 5-A-M1 Interest, Class 5-A-M3
Interest and Class 5-A-MUR Interest shall be 6.000% per annum. The pass-through
rate with respect to the Class 6-A-M1 Interest shall be 5.500% per annum. The
pass-through rate with respect to the Class 7-A-M1 Interest shall be 6.000% per
annum. The pass-through rate with respect to the Class B-M1 Interest, Class B-M2
Interest, Class B-M3 Interest, Class B-M4 Interest, Class B-M5 Interest and
Class B-M6 Interest shall be the weighted average of the Class 1-LS Interest,
Class 2-LS Interest, Class 3-LS Interest, Class 4-LS Interest, Class 5-LS
Interest, Class 6-LS Interest and Class 7-LS Interest. The pass-through rate
with respect to the Class 1-CB-MIO Interest shall be a per annum rate equal to
the Pass-Through Rate of the Class 1-CB-IO Component. The pass-through rate with
respect to the Class 2-CB-MIO Interest shall be a per annum rate equal to the
Pass-Through Rate of the Class 2-CB-IO Component. The pass-through rate with
respect to the Class 3-CB-MIO Interest shall be a per annum rate equal to the
Pass-Through Rate of the Class 3-CB-IO Component. The pass-through rate with
respect to the Class 4-CB-MIO Interest shall be a per annum rate equal to the
Pass-Through Rate of the Class 4-CB-IO Component. The pass-through rate with
respect to the Class 5-MIO Interest shall be a per annum rate equal to the
Pass-Through Rate of the Class 5-IO Certificates. The pass-through rate with
respect to the Class 6-15-MIO Interest shall be a per annum rate equal to the
Pass-Through Rate of the Class 6-15-IO Component. The pass-through rate with
respect to the Class 7-15-MIO Interest shall be a per annum rate equal to the
Pass-Through Rate of the Class 7-15-IO Component. The Class 1-CB-MPO Interest,
Class 2-CB-MPO Interest, Class 3-CB-MPO Interest, Class 4-CB-MPO Interest, Class
5-MPO Interest, Class 6-15-MPO Interest and Class 7-15-MPO 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 prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 1 Senior
Certificates pursuant to Section 5.02(a)(ii)(A) for such Distribution
Date, will be distributed to the Class 1-CB-1 Certificates until their
Class Certificate Balances has been reduced to zero.
(ii) With respect to the Group 2 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 2 Senior
Certificates pursuant to Section 5.02(a)(ii)(A) for such Distribution
Date, will be distributed to the Class 2-CB-1 Certificates until their
Class Certificate Balance has been reduced to zero.
(iii) With respect to the Group 3 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 3 Senior
Certificates pursuant to Section 5.02(a)(ii)(A) for such Distribution
Date, will be distributed to the Class 3-CB-1 Certificates until their
Class Certificate Balance has been reduced to zero.
(iv) With respect to the Group 4 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 4 Senior
Certificates pursuant to Section 5.02(a)(ii)(A) for such Distribution
Date, will be distributed to the Class 4-CB-1 Certificates until their
Class Certificate Balance has been reduced to zero.
(v) With respect to the Group 5 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 5 Senior
Certificates pursuant to Section 5.02(a)(ii)(A) for such Distribution
Date, will be distributed, sequentially, as follows:
first, to the Class 5-A-R Certificate, until its Class Certificate
Balance has been reduced to zero;
second, concurrently, to the Class 5-A-3 and Class 5-A-4
Certificates, pro rata, up to the Priority Amount for such Distribution
Date;
third, $1,000 to the Class 5-A-1 Certificates, until their Class
Certificate Balance has been reduced to zero;
fourth, sequentially, $276,897 to the Class 5-A-5 and Class 5-A-6
Certificates, in that order, until their Class Certificate Balances have
been reduced to zero;
fifth, sequentially, to the Class 5-A-1, Class 5-A-5 and Class 5-A-6
Certificates, in that order, until their Class Certificate Balances have
been reduced to zero; and
sixth, concurrently, to the Class 5-A-3 and Class 5-A-4
Certificates, pro rata, until their Class Certificate Balances have been
reduced to zero.
(vi) With respect to the Group 6 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 6 Senior
Certificates pursuant to Section 5.02(a)(ii)(A) for such Distribution
Date, will be distributed to the Class 6-A-1 Certificates until their
Class Certificate Balance has been reduced to zero.
(vii) With respect to the Group 7 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 7 Senior
Certificates pursuant to Section 5.02(a)(ii)(A) for such Distribution
Date, will be distributed to the Class 7-A-1 Certificates until their
Class Certificate Balance has been reduced to zero.
On each Distribution Date on or after the Senior Credit Support
Depletion Date, notwithstanding the allocation and priority set forth above, the
portion of the Pool Distribution Amount with respect to a Loan Group available
to be distributed as principal of the Senior Non-PO Certificates of the Related
Group shall be distributed concurrently, as principal, on such Classes, pro
rata, on the basis of their respective Class Certificate Balances, until the
Class Certificate Balances thereof are reduced to zero.
The Class CB-IO, Class 5-A-2, Class 5-IO and Class 15-IO
Certificates are Interest Only Certificates and are not entitled to
distributions in respect of principal.
Notwithstanding the foregoing, on each Distribution Date prior to
the Senior Credit Support Depletion Date, but on or after the date on which the
aggregate Class Certificate Balance of the Senior Non-PO Certificates of a Group
has been reduced to zero, amounts otherwise distributable as principal payments
from the Related Loan Group on the Class B Certificates will be paid as
principal to the remaining Classes of Senior Non-PO Certificates together with
the applicable Senior Principal Distribution Amount in accordance with the
priorities set forth for the applicable Groups in (i), (ii), (iii), (iv), (v),
(vi) and (vii) above, provided that on such Distribution Date (a) the Aggregate
Subordinate Percentage for such Distribution Date is less than twice the initial
Aggregate Subordinate Percentage or (b) the outstanding principal balance of the
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 Class B Certificates, is equal to or greater than 50%. If the
Senior Non-PO Certificates of two or more Groups remain outstanding, the
distributions described above will be made to the Senior Non-PO Certificates of
such Groups, pro rata, in proportion to the aggregate class balance of the
Senior Non-PO Certificates of each such Group. In addition, if on any
Distribution Date, after giving effect to the second preceding sentence, the
aggregate Class Certificate Balance of the Senior Non-PO Certificates of a Group
is greater than the Adjusted Pool Amount (Non-PO Portion) of the Related Loan
Group (any such Group, the "Undercollateralized Group" and any such excess, the
"Undercollateralized Amount"), all amounts otherwise distributable as principal
on the Class B Certificates pursuant to Section 5.02(a)(iv)(L), (J), (H), (F),
(D) and (B), in that order, will be paid as principal to the Senior Non-PO
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 (i), (ii), (iii), (iv), (v), (vi) or (vii)
until the aggregate Class Certificate Balance of the Senior Non-PO Certificates
of the Undercollateralized Group equals the Adjusted Pool Amount (Non-PO
Portion) of the Related Loan Group. If two or more Groups are
Undercollateralized Groups, the distributions described above will be made, pro
rata, in proportion to the amount by which the aggregate class balance of the
Senior Non-PO Certificates of each such Group exceeds the Pool Principal Balance
(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 and
Component Unpaid Interest Shortfalls for such Distribution Date) will be paid to
the Undercollateralized Group and the IO Component of such Group, if any,
pursuant to Section 5.02(a)(i) prior to the payment of any Undercollateralized
Amount from amounts otherwise distributable as principal on the Class B
Certificates pursuant to Section 5.02(a)(iv)(L), (J), (H), (F), (D) and (B), in
that order. Such amount will be paid to the Senior Non-PO Certificates and IO
Components, if any, when applicable, of such Undercollateralized Group up to
their Interest Distribution Amounts and Component Interest Distribution Amounts
for such Distribution Date.
The PO Deferred Amounts for the PO Components and the Class 5-PO
Certificates will be paid from amounts otherwise distributable as principal on
the Class B Certificates before any payments are made pursuant to the preceding
paragraph.
(c) On each Distribution Date, Accrued Certificate Interest for each
Class of Senior Certificates and Class B Certificates and Accrued Component
Interest for the IO Components for such Distribution Date shall be reduced by
such Class' or Component's pro rata share, based on such Class' Interest
Distribution Amount or such Component's Component Interest Distribution Amount,
as applicable, for such Distribution Date, without taking into account the
allocation made by this Section 5.02(c), of (A) Non-Supported Interest
Shortfalls, (B) on and after the Senior Credit Support Depletion Date, any other
Realized Loss on the Mortgage Loans in the Related Loan Group allocable to
interest and (C) Relief Act Reductions incurred on the Mortgage Loans during the
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 any Class of Class B Certificates on any
Distribution Date, (i) the aggregate of the Class Certificate Balances
immediately prior to such Distribution Date of all Classes of Class B
Certificates, as the case may be, which have a higher numerical Class
designation than such Class, divided by (ii) the aggregate Pool Stated Principal
Balance (Non-PO Portion) for all Loan Groups (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 Classes of Class B Certificates
junior to such Class (the "Restricted Classes") and the Class Certificate
Balances of the Restricted Classes of Class B Certificates will not be used in
determining the Pro Rata Share for the Class B Certificates that are not
Restricted Classes. If the aggregate Class Certificate Balance of the Class B
Certificates that are not Restricted Classes are reduced to zero,
notwithstanding the previous sentence, any funds remaining will be distributed
sequentially to the Class B Certificates that are Restricted Classes in order of
their respective numerical Class designations (beginning with the Class of Class
B Certificates that is a Restricted Class then outstanding with the lowest
numerical Class designation).
(e) Any amounts distributed to the Class 5-A-1 Certificates from the
Reserve Fund shall be deemed to be a distribution to such Certificates from the
Grantor Trust as payments on a notional principal contract in the nature of a
cap contract written by the Counterparty in favor of the Holders of the Class
5-A-1 Certificates.
Section 5.03 Allocation of Losses. (a) On or prior to each
Determination Date, the Servicer shall inform the Trustee in writing with
respect to each Mortgage Loan: (1) whether any Realized Loss is a Deficient
Valuation or a Debt Service Reduction, (2) of the amount of such loss or
Deficient Valuation, or of the terms of such Debt Service Reduction and (3) of
the total amount of Realized Losses on the Mortgage Loans in each Loan Group.
Based on such information, the Trustee shall determine the total amount of
Realized Losses on the Mortgage Loans in each Loan Group with respect to the
related Distribution Date. Realized Losses shall be allocated to the
Certificates by a reduction in the Class Certificate Balances of the designated
Classes pursuant to Section 5.03(b) below.
(b) The Component Balance of the PO Component of each Group shall be
reduced on each Distribution Date by the amount, if any, by which the Component
Balance of such PO Component (after giving effect to the amount to be
distributed as a distribution of principal on such Distribution Date) exceeds
the Adjusted Pool Amount (PO Portion) for the Related Loan Group for such
Distribution Date.
The Class Certificate Balance of the Class 5-PO Certificates shall
be reduced on each Distribution Date by the amount, if any, by which the Class
Certificate Balance of such Class (after giving effect to the amount to be
distributed as a distribution of principal on such Distribution Date) exceeds
the Adjusted Pool Amount (PO Portion) for the Loan Group 5 for such Distribution
Date.
The Class Certificate Balance of the Class of Class B Certificates
then outstanding with the highest numerical Class designation shall be reduced
or increased on each Distribution Date by the amount, if any, necessary such
that the aggregate of the Class Certificate Balances of all outstanding Classes
of Senior Non-PO Certificates and Class B Certificates (after giving effect to
the amount to be distributed as a distribution of principal and the allocation
of the PO Deferred Amounts on such Distribution Date) equals the sum of the
Adjusted Pool Amounts (Non-PO Portion) for all Loan Groups for such Distribution
Date.
After the Senior Credit Support Depletion Date, the Class
Certificate Balances of the Senior Non-PO Certificates of each Group in the
aggregate shall be reduced or increased on each Distribution Date by the amount,
if any, necessary such that the aggregate of the Class Certificate Balances of
all outstanding Classes of Senior Non-PO Certificates of such Group (after
giving effect to the amount to be distributed as a distribution of principal on
such Distribution Date) equals the Adjusted Pool Amount (Non-PO Portion) for the
Related Loan Group for such Distribution Date.
Any such reduction or increase shall be allocated among the Senior
Non-PO Certificates of such Group, based on the Class Certificate Balances
immediately prior to such Distribution Date until the Class Certificate Balances
thereof have been reduced to zero.
(c) Any reduction or increase in the Class Certificate Balance of a
Class of Certificates pursuant to Section 5.03(b) above shall be allocated among
the Certificates of such Class in proportion to their respective Percentage
Interests.
(d) The calculation of the amount to be distributed as principal to
any Class of Class B 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 Class B 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 Class B Certificates is
greater than the Class Certificate Balance of such Class, the excess shall be
distributed first, sequentially, to the Classes of Class B Certificates then
outstanding (beginning with the Class of Class B 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 Non-PO
Certificates of such Group, pro rata, on the basis of their respective Class
Certificate Balances.
(e) After the Senior Credit Support Depletion Date, on any
Distribution Date on which the Class 5-A-4 Loss Allocation Amount is greater
than zero, the Class Certificate Balance of the Class 5-A-4 Certificates will be
reduced by the Class 5-A-4 Loss Allocation Amount and, notwithstanding Section
5.03(b), the Class Certificate Balance of the Class 5-A-3 Certificates will not
be reduced by the Class 5-A-4 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class 5-A-3 Loss Amount exceeds
the Class Certificate Balance of the Class 5-A-4 Certificates prior to any
reduction for the Class 5-A-4 Loss Allocation Amount, such excess will be
distributed in reduction of the Class Certificate Balance of the Class 5-A-3
Certificates.
Any increase in Class Certificate Balance allocated to the Class
5-A-3 Certificates pursuant to Section 5.03(b) will instead increase the Class
Certificate Balance of the Class 5-A-4 Certificates.
(f) Notwithstanding any other provision of this Section 5.03, no
Class Certificate Balance of a Class will be increased on any Distribution Date
such that the Class Certificate Balance of such Class exceeds its Initial Class
Certificate Balance less all distributions of principal previously distributed
in respect of such Class on prior Distribution Dates (excluding in the case of
any Class of Class B Certificates any principal otherwise payable to such Class
of Class B Certificates but used to pay any PO Deferred Amount).
(g) 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(a) and to each Uncertificated
Middle-Tier Interest in an amount equal to the Realized Losses allocated to such
Uncertificated Middle-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
Trustee on the Servicer's Certificates delivered to the Trustee pursuant to
Section 4.01 and with respect to subsections (xx) and (xxi) below, after
consultation with the Depositor, the Trustee shall determine the following
information with respect to such Distribution Date:
(i) the date of such Distribution Date and the Determination Date
for such Distribution Date;
(ii) for each Class, the applicable Record Date and Interest Accrual
Period;
(iii) for each Group, the amount allocable to principal, separately
identifying the aggregate amount of any Principal Prepayments and
Liquidation Proceeds included therein;
(iv) for each Group, the amount allocable to interest, any Class
Unpaid Interest Shortfall or Component Unpaid Interest Shortfall included
in such distribution and any remaining Class Unpaid Interest Shortfall or
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
prior to and after giving effect to the distribution of principal on such
Distribution Date;
(vii) for each Loan Group, the Pool Stated Principal Balance for
such Distribution Date;
(viii) for each Loan Group, the Senior Percentage and the
Subordinate Percentage for such Distribution Date and the Total
Senior Percentage and Aggregate Subordinate Percentage for such
Distribution Date;
(ix) the amount of the Servicing Fee paid to or retained by the
Servicer with respect to each Loan Group and such Distribution Date;
(x) the Pass-Through Rate for each such Class of Certificates (or
Component) with respect to such Distribution Date;
(xi) for each Loan Group, the amount of Periodic Advances included
in the distribution on such Distribution Date, the aggregate amount of
Periodic Advances outstanding as of the close of business on such
Distribution Date and the amount of Periodic Advances reimbursed since the
previous Distribution Date;
(xii) for each Loan Group, the number and aggregate Stated Principal
Balance of the Mortgage Loans, the ranges of Mortgage Interest Rates for
the Mortgage Loans, separated by 0.25%, the weighted average remaining
term to maturity of the Mortgage Loans and the cumulative amount of
Principal Prepayments, each as of the close of business on the last day of
the calendar month preceding such Distribution Date;
(xiii) for each Loan Group, the number and aggregate principal
amounts of Mortgage Loans (A) delinquent (exclusive of Mortgage Loans in
foreclosure or in bankruptcy) in 30-day increments until foreclosure or
other disposition, (B) in foreclosure, as of the close of business on the
last day of the calendar month preceding such Distribution Date and (C) in
bankruptcy as of the close of business on the last day of the calendar
month preceding such Distribution Date;
(xiv) for each Loan Group, with respect to any Mortgage Loan that
became an REO Property during the preceding calendar month, the loan
number and Stated Principal Balance of such Mortgage Loan as of the close
of business on the Determination Date preceding such Distribution Date and
the date of acquisition thereof;
(xv) for each Loan Group, the total number and principal balance of
any REO Properties (and market value, if available) as of the close of
business on the Determination Date preceding such Distribution Date;
(xvi) for each Group, the Senior Prepayment Percentage and the
Subordinate Prepayment Percentage for such Distribution Date;
(xvii) for each Loan Group, the aggregate amount of Realized Losses
incurred during the preceding calendar month and for each Group, any PO
Deferred Amounts for such Distribution Date;
(xviii) the Class 1-CB-IO Notional Amount, Class 2-CB-IO Notional
Amount, Class 3-CB-IO Notional Amount, Class 4-CB-IO Notional Amount,
Class CB-IO Notional Amount, Class 5-A-2 Notional Amount, Class 5-IO
Notional Amount, Class 6-15-IO Notional Amount, Class 7-15-IO Notional
Amount and Class 15-IO Notional Amount for such Distribution Date;
(xix) any expenses or indemnification amounts paid by the Trust, the
specific purpose of each payment and the parties to whom such payments
were made;
(xx) for each Loan Group the amount of total Recoveries, the PO
Recovery and the Non-PO Recovery;
(xxi) any material modifications, extensions or waivers to Mortgage
Loan terms, fees, penalties or payments since the previous Distribution
Date and cumulatively since the Cut-off Date;
(xxii) unless such information is set forth in the Form 10-D
relating to such Distribution Date and provided the Trustee is reasonably
able to include such information on the statement, any material breaches
of representations and warranties relating to the Mortgage Loans and any
material breach of covenants hereunder;
(xxiii) the number and aggregate principal balance of any Mortgage
Loans repurchased by the Depositor from the Trust since the previous
Distribution Date; and
(xxiv) the Yield Maintenance Agreement Payment received from the
Counterparty and paid to the Class 5-A-1 Certificates.
(b) No later than each Distribution Date, the Trustee, based upon
information supplied to it on the Servicer's Certificate, shall make available
to each Holder of a Certificate, each Rating Agency and the Servicer a statement
setting forth the information set forth in Section 5.04(a).
In the case of information furnished pursuant to clauses (iii) and
(iv) of Section 5.04(a), the amounts shall be expressed as a dollar amount per
Certificate with a $1,000 denomination.
On each Distribution Date, the Trustee shall prepare and furnish to
each Financial Market Service, in electronic or such other format and media
mutually agreed upon by the Trustee, the Financial Market Service and the
Depositor, the information contained in the statement described in Section
5.04(a) for such Distribution Date.
The Trustee will make the monthly statement to Certificateholders
(and, at its option, any additional files containing the same information in an
alternative format) available each month to Certificateholders, and other
parties to this Agreement via the Trustee's Internet website, initially located
at "xxx.xxxxxxx.xxx". The Trustee will also make available copies of the
periodic reports the Trustee files with the Securities and Exchange Commission,
including distribution reports on Form 10-D, annual reports on Form 10-K,
current reports on Form 8-K and amendments to these reports available through
this website promptly (but no later than one Business Day) after they are filed
with the Securities and Exchange Commission. Assistance in using this website
can be obtained by calling the Trustee's customer service desk at (301)
815-6600. Parties that are unable to use the website are entitled to have a
paper copy mailed to them via first class mail by calling the customer service
desk and indicating such. The Trustee shall have the right to change the way the
monthly statements to Certificateholders are distributed in order to make such
distribution more convenient and/or more accessible to the above parties and the
Trustee shall provide timely and adequate notification to all above parties
regarding any such changes.
Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each Person who at any time during the
calendar year was the Holder of a Certificate, if requested in writing by such
Person, a statement containing the information set forth in clauses (iii), (iv)
and (ix) of Section 5.04(a), in each case aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Code as from time to time in force.
The Trustee shall deliver to the Holders of Certificates any reports
or information the Trustee is required by this Agreement or the Code, Treasury
Regulations or REMIC Provisions to deliver to the Holders of Certificates, and
the Trustee shall prepare and provide to the Certificateholders (by mail,
telephone, or publication as may be permitted by applicable Treasury
Regulations) such other reasonable information as the Trustee deems necessary or
appropriate or is required by the Code, Treasury Regulations, and the REMIC
Provisions including, but not limited to, (i) information to be reported to the
Holder of the Residual Certificate for quarterly notices on Schedule Q (Form
1066) (which information shall be forwarded to the Holder of the Residual
Certificate by the Trustee), (ii) information to be provided to the Holders of
Certificates with respect to amounts which should be included as interest and
original issue discount in such Holders' gross income and (iii) information to
be provided to all Holders of Certificates setting forth the percentage of each
REMIC's assets, determined in accordance with Treasury Regulations using a
convention, not inconsistent with Treasury Regulations, selected by the Trustee
in its absolute discretion, that constitute real estate assets under Section 856
of the Code, and assets described in Section 7701(a)(19)(C) of the Code;
provided, however, that in setting forth the percentage of such assets of each
REMIC, nothing contained in this Agreement, including without limitation Section
7.03 hereof, shall be interpreted to require the Trustee periodically to
appraise the fair market values of the assets of the Trust Estate or to
indemnify the Trust Estate or any Certificateholders from any adverse federal,
state or local tax consequences associated with a change subsequently required
to be made in the Depositor's initial good faith determinations of such fair
market values (if subsequent determinations are required pursuant to the REMIC
Provisions) made from time to time.
Section 5.05 Tax Returns and Reports to Certificateholders. (a) For
federal income tax purposes, each REMIC shall have a calendar year taxable year
and shall maintain its books on the accrual method of accounting.
(b) The Trustee shall prepare or cause to be prepared, shall execute
and shall file or cause to be filed with the Internal Revenue Service and
applicable state or local tax authorities income tax information returns for
each taxable year with respect to each REMIC containing such information at the
times and in the manner as may be required by the Code, the Treasury Regulations
or state or local tax laws, regulations, or rules, and shall furnish or cause to
be furnished to each REMIC and the Certificateholders the schedules, statements
or information at such times and in such manner as may be required thereby.
Within 30 days of the Closing Date, the Trustee shall furnish or cause to be
furnished to the Internal Revenue Service, on Form 8811 or as otherwise required
by the Code or the Treasury Regulations, the name, title, address and telephone
number of the person that Holders of the Certificates may contact for tax
information relating thereto, together with such additional information at the
time or times and in the manner required by the Code or the Treasury
Regulations. Such federal, state, or local income tax or information returns
shall be signed by the Trustee, or such other Person as may be required to sign
such returns by the Code, the Treasury Regulations or state or local tax laws,
regulations, or rules.
(c) In the first federal income tax return of each REMIC for its
short taxable year ending December 31, 2006, REMIC status shall be elected for
such taxable year and all succeeding taxable years.
(d) The Trustee will maintain or cause to be maintained such records
relating to each REMIC, including but not limited to records relating to the
income, expenses, assets and liabilities of the Trust Estate, and the initial
fair market value and adjusted basis of the Trust Estate property and assets
determined at such intervals as may be required by the Code or the Treasury
Regulations, as may be necessary to prepare the foregoing returns, schedules,
statements or information.
Section 5.06 Tax Matters Person. The Tax Matters Person shall have
the same duties with respect to each 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 5-A-R Certificate is hereby designated as the Tax Matters Person for each
of the Upper-Tier REMIC, the Middle-Tier REMIC and the Lower-Tier REMIC. By its
acceptance of the Class 5-A-R Certificate, each such Holder irrevocably appoints
the Trustee as its agent to perform all of the duties of the Tax Matters Person
for the Upper-Tier REMIC, Middle-Tier REMIC and the Lower-Tier REMIC.
Section 5.07 Rights of the Tax Matters Person in Respect of the
Trustee. The Trustee shall afford the Tax Matters Person, upon reasonable notice
during normal business hours, access to all records maintained by the Trustee in
respect of its duties hereunder and access to officers of the Trustee
responsible for performing such duties. Upon request, the Trustee shall furnish
the Tax Matters Person with its most recent report of condition published
pursuant to law or to the requirements of its supervisory or examining authority
publicly available. The Trustee shall make available to the Tax Matters Person
such books, documents or records relating to the Trustee's services hereunder as
the Tax Matters Person shall reasonably request. The Tax Matters Person shall
not have any responsibility or liability for any action or failure to act by the
Trustee and is not obligated to supervise the performance of the Trustee under
this Agreement or otherwise.
Section 5.08 REMIC Related Covenants. For as long as the Trust shall
exist, the Trustee, the Depositor and the Servicer shall act in accordance
herewith to assure continuing treatment of the Upper-Tier REMIC, the Middle-Tier
REMIC and the Lower-Tier REMIC as REMICs and avoid the imposition of tax on any
REMIC created hereunder. In particular:
(a) The Trustee shall not 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
Components, the Residual Certificate, the Uncertificated Middle-Tier Interests
and the Uncertificated Lower-Tier Interests.
(b) Except as otherwise provided in the Code, (i) the Depositor and
the Servicer shall not contribute to the Trust Estate and the Trustee shall not
accept property unless substantially all of the property held in each REMIC
constitutes either "qualified mortgages" or "permitted investments" as defined
in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be
contributed to any REMIC 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 after the start-up day of a REMIC imposed by Code Section 860G(d).
(c) The Trustee shall not accept on behalf of any REMIC created
hereunder any fee or other compensation for services and neither the Trustee nor
the Servicer shall knowingly accept, on behalf of the Trust Estate any income
from assets other than those permitted to be held by a REMIC.
(d) The Trustee shall not sell or permit the sale of all or any
portion of the Mortgage Loans (other than in accordance with Section 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 Trustee shall maintain books with respect to the Trust and
each REMIC on a calendar year taxable year and on an accrual basis.
Neither the Servicer nor the Trustee shall engage in a "prohibited
transaction" (as defined in Code Section 860F(a)(2)), except that, with the
prior written consent of the Servicer and the Depositor, the Trustee may engage
in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and
(d); provided that the Servicer shall have delivered to the Trustee an Opinion
of Counsel to the effect that such transaction will not result in the imposition
of a tax on any of the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier
REMIC and will not disqualify any REMIC created hereunder from treatment as a
REMIC; and, provided, further, that the Servicer shall have demonstrated to the
satisfaction of the Trustee that such action will not adversely affect the
rights of the Holders of the Certificates and the Trustee and that such action
will not adversely impact the rating of the Certificates.
Section 5.09 Determination of LIBOR. On each Rate Determination Date
for a Class of LIBOR Certificates, the Trustee 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 Trustee 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
Trustee 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
Trustee are 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 Trustee can determine no such arithmetic mean, the
lowest one-month U.S. Dollar lending rate that the New York City banks selected
by the Trustee are quoting on such Rate Determination Date to leading European
banks.
If on any Rate Determination Date for a Class of LIBOR Certificates,
the Trustee 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, 4.57000%.
The establishment of LIBOR by the Trustee and the Trustee'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 Trustee 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 Trustee at (301)
815-6600 and make a request therefor.
Section 5.10 Grantor Trust Administration. The Trustee shall treat
the portions of the Trust Estate consisting of the Reserve Fund and the Yield
Maintenance Agreement and rights with respect thereto as a "grantor trust" under
the Code, and the provisions hereof shall be interpreted consistently with this
treatment. The Trustee shall furnish or cause to be furnished to the Holders of
the Class 5-A-1 Certificates and shall file or cause to be filed with the
Internal Revenue Service together with Form 1041 or such other form as may be
applicable, their allocable shares of income and expenses with respect to the
property held by the Grantor Trust (including Yield Maintenance Agreement
Payments), at the time or times and in the manner required by the Code.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates. The Classes of Senior Certificates
and the Subordinate Certificates shall be substantially in the forms set forth
in Exhibits X-0-XX-0, X-0-XX-0, X-0-XX-0, X-0-XX-0, A-CB-IO, A-CB-PO, X-0-X-0,
X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-X, A-5-IO, A-5-PO, A-6-A-1,
A-7-A-1, A-15-IO, A-15-PO, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse of all
Certificates) and shall, on original issue, be executed by the Trustee and shall
be authenticated and delivered by the Trustee to or upon the order of the
Depositor upon receipt by the Trustee of the documents specified in Section
2.01. The Classes of Certificates shall be available to investors in the minimum
denominations of initial Certificate Balance or initial notional amount and the
integral multiples in excess thereof as set forth in the Preliminary Statement.
The Senior Certificates (other than the Class 5-A-R Certificate) and the Class
B-1, Class B-2, and Class B-3 Certificates shall initially be issued in
book-entry form through the Depository and delivered to the Depository or,
pursuant to the Depository's instructions on behalf of the Depository to, and
deposited with, the Certificate Custodian, and all other Classes of Certificates
shall initially be issued in definitive, fully-registered form.
The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer or signatory. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the execution and delivery of such
Certificates or did not hold such offices or positions at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless such Certificate shall have been
manually authenticated by the Trustee substantially in the form provided for
herein, and such authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
Section 6.02 Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at an office or agency in the city in
which the Corporate Trust Office of the Trustee is located a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee shall initially
serve as Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided.
(b) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class,
tenor and aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute and the Trustee shall
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee or the Certificate
Registrar) be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by, the Holder thereof or its attorney duly authorized in writing.
(c) (i) Except as provided in paragraph (c)(iii) below, the
Book-Entry Certificates shall at all times remain registered in the name of the
Depository or its nominee and at all times: (A) registration of the Certificates
may not be transferred by the Trustee except to another Depository; (B) the
Depository shall maintain book-entry records with respect to the Certificate
Owners and with respect to ownership and transfers of such Book-Entry
Certificates; (C) ownership and transfers of registration of the Book-Entry
Certificates on the books of the Depository shall be governed by applicable
rules established by the Depository; (D) the Depository may collect its usual
and customary fees, charges and expenses from its Depository Participants; (E)
the Trustee shall deal with the Depository as the representative of the
Certificate Owners of the Book-Entry Certificates for purposes of exercising the
rights of Holders under this Agreement, and requests and directions for and
votes of the Depository shall not be deemed to be inconsistent if they are made
with respect to different Certificate Owners; and (F) the Trustee may rely and
shall be fully protected in relying upon information furnished by the Depository
with respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and persons shown on
the books of such indirect participating firms as direct or indirect Certificate
Owners.
(ii) All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate
Owner. Each Depository Participant shall only transfer Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for
which it acts as agent in accordance with the Depository's normal
procedures.
(iii) If the Depository advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and the Trustee or the Depositor is unable
to locate a qualified successor, the Trustee shall notify all Certificate
Owners, through the Depository, of the occurrence of such event and of the
availability of definitive, fully-registered Certificates (the "Definitive
Certificates") to such Certificate Owners requesting the same. Upon
surrender to the Trustee of the related Class of Certificates by the
Depository (or by the Certificate Custodian, if it holds such Class on
behalf of the Depository), accompanied by the instructions from the
Depository for registration, the Trustee shall issue the Definitive
Certificates. None of the Servicer, the Depositor or the Trustee shall be
liable for any delay in delivery of such instruction and may conclusively
rely on, and shall be protected in relying on, such instructions. The
Depositor shall provide the Trustee with an adequate inventory of
certificates to facilitate the issuance and transfer of Definitive
Certificates. Upon the issuance of Definitive Certificates, the Trustee
shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
(d) No transfer of a Private Certificate shall be made unless such
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
such laws. In the event of any such transfer, (i) unless such transfer is made
in reliance on Rule 144A under the 1933 Act, the Trustee or the Depositor may
require a written Opinion of Counsel (which may be in-house counsel) acceptable
to and in form and substance reasonably satisfactory to the Trustee and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act and such laws
or is being made pursuant to the 1933 Act and such laws, which Opinion of
Counsel shall not be an expense of the Trustee or the Depositor and (ii) the
Trustee shall require a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as Exhibit G-1
and a certificate from such Certificateholder's prospective transferee
substantially in the form attached hereto either as Exhibit G-2A or as Exhibit
G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, 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 Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
(e) No transfer of an ERISA Restricted Certificate shall be made
unless the transferee delivers to the Trustee either (i) a representation letter
in the form of Exhibit H from the transferee of such Certificate, which
representation letter shall not be an expense of the Depositor, the Trustee or
the Servicer, or (ii) in the case of any ERISA Restricted Certificate presented
for registration in the name of an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code, or any
federal, state or local law ("Similar Law") which is similar to ERISA or the
Code (collectively, a "Plan"), or a trustee or custodian of any of the
foregoing, an Opinion of Counsel in form and substance satisfactory to the
Trustee and the Servicer to the effect that the purchase or holding of such
ERISA Restricted Certificate by or on behalf of such Plan will not constitute or
result in a non-exempt prohibited transaction within the meaning of ERISA,
Section 4975 of the Code or Similar Law and will not subject the Trustee, the
Depositor or the Servicer to any obligation in addition to those undertaken in
this Agreement, which Opinion of Counsel shall not be an expense of the Trustee
or the Servicer. Any transferee of an ERISA Restricted Certificate that does not
comply with either clause (i) or (ii) of the preceding sentence will be deemed
to have made one of the representations set forth in Exhibit H. For purposes of
clause (i) of the second preceding sentence, such representation shall be deemed
to have been made to the Certificate Registrar by the acceptance by a
Certificate Owner of a Book-Entry Certificate of the beneficial interest in any
such Class of ERISA Restricted Certificates, unless the Certificate Registrar
shall have received from the transferee an alternative representation acceptable
in form and substance to the Depositor. Notwithstanding anything else to the
contrary herein, any purported transfer of an ERISA Restricted Certificate to or
on behalf of a Plan without the delivery to the Trustee and the Servicer of an
Opinion of Counsel satisfactory to the Trustee and the Servicer as described
above shall be void and of no effect.
Neither the Trustee nor the Certificate Registrar shall have any
liability for transfers of Book-Entry Certificates made through the book-entry
facilities of the Depository or between or among any Depository Participants or
Certificate Owners, made in violation of applicable restrictions. The Trustee
may rely and shall be fully protected in relying upon information furnished by
the Depository with respect to its Depository Participants and furnished by the
Depository Participants with respect to indirect participating firms and Persons
shown on the books of such indirect participating firms as direct or indirect
Certificate Owners.
To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trustee shall be under no liability to any Person for
any registration of transfer of any ERISA Restricted Certificate that is in fact
not permitted by this Section 6.02 or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the foregoing requirements.
(f) Each Person who has or who acquires any Ownership Interest in
the 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 the Residual
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in the
Residual Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in the Residual
Certificate unless such Ownership Interest is a pro rata undivided
interest.
(iii) In connection with any proposed transfer of any Ownership
Interest in the Residual Certificate, the Trustee shall require delivery
to it, in form and substance satisfactory to it, of an affidavit in the
form of Exhibit I hereto from the proposed transferee.
(iv) Notwithstanding the delivery of an affidavit by a proposed
transferee under clause (iii) above, if a Responsible Officer of the
Trustee has actual knowledge that the proposed transferee is not a
Permitted Transferee, no transfer of any Ownership Interest in the
Residual Certificate to such proposed transferee shall be effected.
(v) No Ownership Interest in the Residual Certificate may be
purchased by or transferred to any Person that is not a U.S. Person,
unless (A) such Person holds the Residual Certificate in connection with
the conduct of a trade or business within the United States and furnishes
the transferor and the Trustee with an effective Internal Revenue Service
Form W-8ECI (or successor thereto) or (B) the transferee delivers to both
the transferor and the Trustee an Opinion of Counsel from a
nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of the Residual Certificate
will not be disregarded for federal income tax purposes.
(vi) Any attempted or purported transfer of any Ownership Interest
in the 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 the Residual
Certificate, then the prior Holder of the Residual Certificate that is a
Permitted Transferee shall, upon discovery that the registration of
transfer of the 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 the Residual Certificate. The
Trustee shall be under no liability to any Person for any registration of
transfer of the Residual Certificate that is in fact not permitted by this
Section 6.02 or for making any distributions due on the Residual
Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of the Agreement so long as the
transfer was registered in accordance with this Section 6.02. The Trustee
shall be entitled to recover from any Holder of the Residual Certificate
that was in fact not a Permitted Transferee at the time such distributions
were made all distributions made on the Residual Certificate. Any such
distributions so recovered by the Trustee shall be distributed and
delivered by the Trustee to the prior Holder of the Residual Certificate
that is a Permitted Transferee.
(vii) If any Person other than a Permitted Transferee acquires any
Ownership Interest in the Residual Certificate in violation of the
restrictions in this Section 6.02, then the Trustee, based on information
provided to the Trustee by the Servicer, will provide to the Internal
Revenue Service, and to the Persons specified in Section 860E(e)(3) and
(6) of the Code, information needed to compute the tax imposed under
Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations. The expenses of the Trustee under this clause
(vii) shall be reimbursable by the Trust.
(viii) No Ownership Interest in the Residual Certificate shall be
acquired by a Plan or any Person acting on behalf of a Plan.
(g) No service charge shall be imposed for any transfer or exchange
of Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (b) there is delivered to the Trustee, the
Depositor and the Certificate Registrar such security or indemnity reasonably
satisfactory to each, to save each of them harmless, then, in the absence of
actual notice to the Trustee or the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and Percentage
Interest but bearing a number not contemporaneously outstanding. Upon the
issuance of any new Certificate under this Section, the Trustee may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee and the Certificate Registrar) connected therewith.
Any duplicate Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.
Section 6.04 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Servicer, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Servicer,
the Trustee or the Certificate Registrar may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 5.01 and for all other purposes
whatsoever, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar or any agent of the Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01 Respective Liabilities of the Depositor and the
Servicer. The Depositor and the Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Depositor and the Servicer herein. By way of
illustration and not limitation, the Depositor is not liable for the servicing
and administration of the Mortgage Loans, nor is it obligated by Section 8.01 to
assume any obligations of the Servicer or to appoint a designee to assume such
obligations, nor is it liable for any other obligation hereunder that it may,
but is not obligated to, assume unless it elects to assume such obligation in
accordance herewith.
Section 7.02 Merger or Consolidation of the Depositor or the
Servicer. The Depositor and the Servicer will each keep in full effect its
existence, rights and franchises as a separate entity under the laws governing
its organization, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
Any Person into which the Depositor or the Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Depositor or the Servicer shall be a party, or any Person succeeding
to the business of the Depositor or the Servicer, shall be the successor of the
Depositor or the Servicer, as the case may be, hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that
(a) the successor or surviving Person to the Servicer shall be qualified to
service mortgage loans on behalf of Xxxxxx Xxx or Xxxxxxx Mac and (b) the
Servicer and such successor or surviving Person shall notify the Depositor and
the Trustee of any such merger, conversion or consolidation at least two
Business Days prior to the effective date thereof and shall provide the
Depositor and the Trustee with all information required by the Depositor to
comply with its reporting obligation under Item 6.02 of Form 8-K not later than
the effective date of such merger, conversion or consolidation.
Section 7.03 Limitation on Liability of the Depositor, the Servicer
and Others. None of the Depositor, the Servicer or any of the directors,
officers, employees or agents of the Depositor or of the Servicer shall be under
any liability to the Trust Estate or the Certificateholders for any action taken
or for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Servicer or any such Person against any
breach of warranties or representations made herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Servicer and any director,
officer, employee or agent of the Depositor or the Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the Servicer
and any director, officer, employee or agent of the Depositor or the Servicer
shall be indemnified by the Trust Estate and held harmless against any loss,
liability or expense incurred in connection with any legal action relating to
this Agreement or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. Neither of the Depositor nor the Servicer shall be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Depositor or the Servicer may in its discretion undertake any such action which
it may deem necessary or desirable in respect to this Agreement and the rights
and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Depositor and the Servicer shall be entitled to be
reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit
in the Servicer Custodial Account as provided by Section 3.11.
Section 7.04 Depositor and Servicer Not to Resign. Subject to the
provisions of Section 7.02, neither the Depositor nor the Servicer shall resign
from its respective obligations and duties hereby imposed on it except upon
determination that its duties hereunder are no longer permissible under
applicable law or, in the case of the Servicer, pursuant to Section 7.05. Any
such determination permitting the resignation of the Depositor or the Servicer
shall be evidenced by an Opinion of Counsel to such effect delivered to the
Trustee. No such resignation by the Servicer shall become effective until the
Trustee or a successor Servicer shall have assumed the Servicer's
responsibilities and obligations in accordance with Section 8.05 hereof.
Section 7.05 Assignment or Delegation of Duties by the Servicer. The
Servicer shall have the right to assign its rights and delegate its duties and
obligations hereunder; provided, however, that (i) the purchaser or transferee
accepting such assignment or delegation is qualified to service mortgage loans
for Xxxxxx Xxx or Xxxxxxx Mac, is satisfactory to the Trustee, in the exercise
of its reasonable judgment, and executes and delivers to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, which
contains an assumption by such purchaser or transferee of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by the Servicer hereunder from and after the date of such agreement;
and (ii) each applicable Rating Agency's rating of any Certificates in effect
immediately prior to such assignment, sale or transfer is not reasonably likely
to be qualified, downgraded or withdrawn as a result of such assignment, sale or
transfer and the Certificates are not reasonably likely to be placed on credit
review status by any such Rating Agency. In no case, however, shall any
permitted assignment and delegation relieve the Servicer of any liability to the
Trustee or the Depositor under this Agreement, incurred by it prior to the time
that the conditions contained in clauses (i) and (ii) above are met.
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default. If any one of the following events
("Events of Default") shall occur and be continuing:
(a) any failure by the Servicer to deposit amounts in the Servicer
Custodial Account in the amount and manner provided herein so as to enable the
Trustee to distribute to Holders of Certificates any payment required to be made
under the terms of such Certificates and this Agreement (other than the payments
required to be made under Section 3.20) which continues unremedied for a period
of five days; or
(b) failure on the part of the Servicer duly to observe or perform
in any material respect any other covenants or agreements of the Servicer set
forth in the Certificates or in this Agreement, which covenants and agreements
continue unremedied for a period of 30 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Servicer by the Trustee or the Depositor, or to the Servicer, the
Depositor and the Trustee by the Holders of Certificates evidencing Voting
Rights aggregating not less than 25% of all Certificates affected thereby; or
(c) the entry of a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of
a conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings against the
Servicer, or for the winding up or liquidation of the Servicer's affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days; or
(d) the consent by the Servicer to the appointment of a conservator
or receiver or liquidator in any insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings of or relating to the Servicer
or of or relating to substantially all of its property; or the Servicer shall
admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(e) the failure of the Servicer to remit any Periodic Advance
required to be remitted by the Servicer pursuant to Section 3.20 which failure
continues unremedied at 3:00 p.m. on the related Distribution Date;
then, and in each and every such case (other than the Event of Default described
in clause (e) hereof), so long as an Event of Default shall not have been
remedied by the Servicer, the Trustee may, and at the direction of the Holders
of Certificates evidencing Voting Rights aggregating not less than 51% of all
Certificates affected thereby shall, by notice then given in writing to the
Servicer (and to the Depositor), terminate all of the rights and obligations of
the Servicer under this Agreement. If an Event of Default described in clause
(e) hereof shall occur, the Trustee shall, by notice to the Servicer, terminate
all of the rights and obligations of the Servicer under this Agreement and in
and to the Mortgage Loans and proceeds thereof (other than the Servicer's right
to recovery of the aggregate Servicing Fees due prior to the date of termination
and other expenses and amounts advanced pursuant to the terms of this Agreement,
which rights the Servicer will retain under all circumstances) and the Trustee
or a successor Servicer appointed pursuant to Section 8.05 shall make the
Advance which the Servicer failed to make. On or after the receipt by the
Servicer of such written notice, all authority and power of the Servicer under
this Agreement, whether with respect to the Certificates or the Mortgage Loans
or otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section 8.01, unless and until such time as the Trustee shall appoint a
successor Servicer pursuant to Section 8.05, and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement of the Mortgage Loans and related
documents, or otherwise, including, without limitation, the recordation of the
assignments of the Mortgage Loans to it. The Servicer agrees to cooperate with
the Trustee in effecting the termination of the responsibilities and rights of
the Servicer hereunder, including, without limitation, the transfer to the
Trustee for the administration by it of all cash amounts that have been
deposited by the Servicer in the Servicer Custodial Account or thereafter
received by the Servicer with respect to the Mortgage Loans. Upon obtaining
notice or knowledge of the occurrence of any Event of Default, the Person
obtaining such notice or knowledge shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency. All costs and expenses (including attorneys'
fees) incurred in connection with transferring the Mortgage Files to the
successor Servicer and amending this Agreement to reflect such succession as
Servicer pursuant to this Section 8.01 shall be paid by the predecessor
Servicer. Notwithstanding the termination of the Servicer pursuant hereto, the
Servicer shall remain liable for any causes of action arising out of any Event
of Default occurring prior to such termination.
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% of each
Class of Certificates affected thereby may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this
Agreement (including, without limitation, (a) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto, and (b) the
terminating of the Servicer or any successor Servicer from its rights and duties
as servicer hereunder) at the request, order or direction of any of the
Certificateholders, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity 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 involve it in personal liability or be unjustly
prejudicial to the non-assenting Certificateholders.
Section 8.04 Action upon Certain Failures of the Servicer and upon
Event of Default. In the event that the Trustee shall have actual knowledge of
any failure of the Servicer specified in Section 8.01(a) or (b) which would
become an Event of Default upon the Servicer's failure to remedy the same after
notice, the Trustee shall give notice thereof to the Servicer. If the Trustee
shall have knowledge of an Event of Default, the Trustee shall give prompt
written notice thereof to the Certificateholders.
Section 8.05 Trustee to Act; Appointment of Successor. (a) Within 90
days after the time the Servicer receives a notice of termination pursuant to
Section 8.01, the Trustee shall be the successor in all respects to the Servicer
in its capacity as servicer under this Agreement and the transactions set forth
or provided for herein and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Servicer by the terms and
provisions hereof or shall appoint a successor pursuant to Section 3.07.
Notwithstanding the foregoing (i) the parties hereto agree that the Trustee, in
its capacity as successor Servicer, immediately will assume all of the
obligations of the Servicer to make Advances, (ii) the Trustee in its capacity
as successor Servicer, shall not be responsible for the lack of information
and/or documents that it cannot obtain through reasonable efforts and (iii)
under no circumstances shall any provision of this Agreement be construed to
require the Trustee, acting in its capacity as successor to the Servicer in its
obligation to make Advances, 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. Subject to Section 8.05(b), as compensation therefor, the
Trustee shall be entitled to such compensation as the terminated Servicer would
have been entitled to hereunder if no such notice of termination had been given.
Notwithstanding the above, the Trustee may, if it shall be unwilling so to act,
or shall, if it is legally unable so to act, appoint, or petition a court of
competent jurisdiction to appoint, any established housing and home finance
institution having a net worth of not less than $10,000,000 as the successor to
the terminated Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Servicer hereunder; provided,
however, that any such institution appointed as successor Servicer shall not, as
evidenced in writing by each Rating Agency, adversely affect the then current
rating of any Class of Certificates immediately prior to the termination of the
terminated Servicer. The appointment of a successor Servicer shall not affect
any liability of the predecessor Servicer which may have arisen under this
Agreement prior to its termination as Servicer, nor shall any successor Servicer
be liable for any acts or omissions of the predecessor Servicer or for any
breach by the Servicer of any of its representations or warranties contained
herein or in any related document or agreement. Pending appointment of a
successor to the terminated Servicer hereunder, unless the Trustee is prohibited
by law from so acting, the Trustee shall act in such capacity as provided above.
The Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. All
Servicing Transfer Costs shall be paid by the predecessor Servicer upon
presentation of reasonable documentation of such costs, and if such predecessor
Servicer defaults in its obligation to pay such costs, such costs shall be paid
by the successor Servicer or the Trustee (in which case the successor Servicer
or the Trustee shall be entitled to reimbursement therefor from the assets of
the Trust).
(b) In connection with the appointment of a successor Servicer or
the assumption of the duties of the Servicer, as specified in Section 8.05(a),
the Trustee may make such arrangements for the compensation of such successor
out of the payments on the Mortgage Loans serviced by the predecessor Servicer
as it and such successor shall agree, not to exceed the Servicing Fee Rate.
(c) Any successor, including the Trustee, to the Servicer as
servicer shall during the term of its service as servicer maintain in force (i)
a policy or policies of insurance covering errors and omissions in the
performance of its obligations as servicer hereunder and (ii) a fidelity bond in
respect of its officers, employees and agents to the same extent as the Servicer
is so required pursuant to Section 3.03.
(d) The predecessor Servicer and successor Servicer shall notify the
Depositor and Trustee of any such appointment at least two Business Days prior
to the effective date thereof and shall provide the Depositor and the Trustee
with all information required by the Depositor to comply with its reporting
obligation under Item 6.02 of Form 8-K not later than the effective date of such
appointment.
Section 8.06 Notification to Certificateholders. Upon any
termination or appointment of a successor to the Servicer pursuant to this
Article VIII, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency.
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of Trustee. (a) The Trustee, prior to the
occurrence of an Event of Default and after the curing or waiver of all Events
of Default which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. 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 its exercise as a reasonably prudent
investor would exercise or use under the circumstances in the conduct of such
investor's own affairs.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.
The Trustee is hereby directed to execute and deliver, on behalf of
the Trust, the Yield Maintenance Agreement on the Closing Date and to enforce
the obligations of the Counterparty under the Yield Maintenance Agreement
thereafter, including by exercising any right that the Trustee may have to
designate an "early termination date" under the Yield Maintenance Agreement upon
the occurrence of an "event of default" or a "termination event" thereunder.
Upon the occurrence of an "early termination date" under the Yield Maintenance
Agreement, and at the direction of the Depositor, the Trustee shall use
reasonable efforts to replace the Yield Maintenance Agreement with one that is
furnished by a replacement for the Counterparty acceptable to each Rating
Agency, and the Trustee shall hold in trust any amount that is paid to it by the
Counterparty in respect of any such "early termination date" and apply such
amount to the purchase of the related replacement. If any portion of such amount
cannot be so used (either because a replacement for the Yield Maintenance
Agreement is not available or such amount exceeds the amount necessary to
purchase such replacement), the Trustee shall deposit such portion in the
Reserve Fund. If such amount is insufficient to purchase a replacement for the
Yield Maintenance Agreement, the Trustee shall apply such amount to replace so
much of the Yield Maintenance Agreement as it is possible to replace with such
amount. If the Counterparty transfers its rights and obligations under the Yield
Maintenance Agreement to another party in accordance therewith or the Trustee
replaces the Yield Maintenance Agreement the with one that is furnished by a
replacement for the Counterparty acceptable to each Rating Agency in accordance
with this Agreement, then the Trustee shall execute and deliver the related
replacement for, or novation of, the Yield Maintenance Agreement.
Upon its receipt from the Sponsor of each "significance estimate" of
the Yield Maintenance Agreement pursuant to Section 3.08(i), the Trustee shall,
on the basis of such "significance estimate," calculate the Yield Maintenance
Agreement's "significance percentage" of the Class Certificate Balance of the
Class 5-A-1 Certificates as of the date of such "significance estimate." For the
avoidance of doubt, such "significance percentage" shall be a fraction,
expressed as a percentage, the numerator of which is such "significance
estimate" and the denominator of which is the Class Certificate Balance of the
Class 5-A-1 Certificates after distributions on the related Distribution Date.
Further, the Trustee shall determine as of such date whether such "significance
percentage" would require disclosure of financial information with respect to
the Counterparty in any report required to be filed with the Securities and
Exchange Commission pursuant to Section 3.22, and if it does, the Trustee shall
make a written request of the Counterparty for such information in accordance
with the Yield Maintenance Agreement not later than the second Business Day
after it receives the related "significance estimate." Upon its receipt of such
information, the Trustee shall include such information in the related report as
provided in Section 3.22.
(b) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own grossly
negligent failure to act or its own willful misfeasance; provided, however,
that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee by the Depositor or the Servicer and which on
their face, do not contradict the requirements of this Agreement;
(ii) The Trustee (in its individual capacity) 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 (in its individual capacity) 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
(other than a default in payment to the Trustee) specified in clauses (a)
and (b) of Section 8.01 or an Event of Default under clauses (c), (d) and
(e) of Section 8.01 unless a Responsible Officer of the Trustee assigned
to and working in the Corporate Trust Office obtains actual knowledge of
such failure or event or any officer of the Trustee receives written
notice of such failure or event at its Corporate Trust Office from the
Servicer, the Depositor or any Certificateholder; and
(v) Except to the extent provided in Section 8.05, no provision in
this Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance as successor
Servicer) or otherwise incur any personal financial liability in the
performance of any of its duties as Trustee hereunder, or in the exercise
of any of its rights or powers, if the Trustee shall have reasonable
grounds for believing that repayment of funds or adequate indemnity
against such risk or liability is not reasonably assured to it.
Section 9.02 Certain Matters Affecting the Trustee. Except as
otherwise provided in Section 9.01:
(i) The Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer's
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall
have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby;
nothing contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (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) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(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, the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do by
Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such expense or
liability or payment of such estimated expenses as a condition to so
proceeding; and
(vi) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys.
Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the execution
of, and the authentication of the Certificates) shall be taken as the statements
of the Depositor or Servicer, as applicable, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Agreement or of the Certificates or any
Mortgage Loans save that the Trustee represents that, assuming due execution and
delivery by the other parties hereto, this Agreement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, subject, as to
enforcement of remedies, to applicable insolvency, receivership, moratorium and
other laws affecting the rights of creditors generally, and to general
principles of equity and the discretion of the court (regardless of whether
enforcement of such remedies is considered in a proceeding in equity or at law).
The Trustee shall not be accountable for the use or application by the Depositor
of funds paid to the Depositor in consideration of the assignment of the
Mortgage Loans hereunder by the Depositor, or for the use or application of any
funds paid to Subservicers or the Servicer in respect of the Mortgage Loans or
deposited into the Servicer Custodial Account, or any other account hereunder
(other than the Certificate Account) by the Servicer.
The Trustee shall at no time have any responsibility or liability
for or with respect to the legality, validity and enforceability of any Mortgage
or any Mortgage Loan, or the perfection and priority of any Mortgage or the
maintenance of any such perfection and priority or for or with respect to the
sufficiency of the Trust or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without
limitation: the existence, condition and ownership of any Mortgaged Property;
the existence and enforceability of any hazard insurance thereon (other than if
the Trustee shall assume the duties of the Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the successor Servicer); the
validity of the assignment of any Mortgage Loan to the Trustee or of any
intervening assignment; the completeness of any Mortgage Loan; the performance
or enforcement of any Mortgage Loan (other than if the Trustee shall assume the
duties of the Servicer pursuant to Section 8.05 and thereupon only for the acts
or omissions of the Trustee as successor Servicer); the compliance by the
Depositor or the Servicer with any warranty or representation made under this
Agreement or in any related document or the accuracy of any such warranty or
representation; any investment of monies by or at the direction of the Servicer
or any loss resulting therefrom, it being understood that the Trustee shall
remain responsible for any Trust property that it may hold in its individual
capacity; the acts or omissions of any of the Depositor, the Servicer (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
8.05 and thereupon only for the acts or omissions of the Trustee as successor
Servicer), any Subservicer or any Mortgagor; any action of the Servicer (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
8.05 and thereupon only for the acts or omissions of the Trustee as successor
Servicer) or any Subservicer taken in the name of the Trustee; the failure of
the Servicer or any Subservicer to act or perform any duties required of it as
agent of the Trustee hereunder; or any action by the Trustee taken at the
instruction of the Servicer (other than if the Trustee shall assume the duties
of the Servicer pursuant to Section 8.05 and thereupon only for the acts or
omissions of the Trustee as successor Servicer); provided, however, that the
foregoing shall not relieve the Trustee of its obligation to perform its duties
under this Agreement, including, without limitation, the Trustee's review of the
Mortgage Files pursuant to Section 2.02. The Trustee shall file any financing or
continuation statement 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 May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Trustee and may otherwise deal
with the Servicer, any Subservicer or any of their respective affiliates with
the same rights it would have if it were not the Trustee.
Section 9.05 Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times be (a) an institution the deposits of which are
fully insured by the FDIC and (b) a corporation or banking association organized
and doing business under the laws of the United States of America or of any
State, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority and (c) with respect to
every successor trustee hereunder either an institution (i) the long-term
unsecured debt obligations of which are rated at least "A" by Fitch and at least
"A2" by Xxxxx'x or (ii) whose serving as Trustee hereunder would not result in
the lowering of the ratings originally assigned to any Class of Certificates.
The Trustee shall not be an affiliate of the Depositor or the Servicer. If such
corporation or banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 9.05, the combined
capital and surplus of such corporation or banking association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provision of this Section 9.05, the Trustee
shall resign immediately in the manner and with the effect specified in Section
9.06.
Section 9.06 Resignation and Removal of Trustee. The Trustee may at
any time resign and be discharged from the trust hereby created by giving
written notice thereof to the Servicer and mailing a copy of such notice to all
Holders of record. The Trustee shall also mail a copy of such notice of
resignation to each Rating Agency. Upon receiving such notice of resignation,
the Servicer shall use its best efforts to promptly appoint a mutually
acceptable successor Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed and
shall have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 9.05 and shall fail to resign after written
request therefor by the Servicer, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Servicer
may remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor.
The Holders of Certificates evidencing not less than 50% of the
Voting Rights may at any time remove the Trustee by written instrument or
instruments delivered to the Servicer and the Trustee; the Servicer shall
thereupon use its best efforts to appoint a mutually acceptable successor
Trustee in accordance with this Section 9.06.
Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 9.06 shall
become effective upon acceptance of appointment by the successor Trustee as
provided in Section 9.07.
Section 9.07 Successor Trustee. Any successor Trustee appointed as
provided in Section 9.06 shall execute, acknowledge and deliver to the Servicer
and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee herein. The predecessor Trustee shall duly assign, transfer,
deliver and pay over to the successor Trustee the whole of the Mortgage Files
and related documents and statements held by it hereunder, together with all
instruments of transfer and assignment or other documents properly executed as
may be reasonably required to effect such transfer and such of the records or
copies thereof maintained by the predecessor Trustee in the administration
hereof as may be reasonably requested by the successor Trustee and shall
thereupon be discharged from all duties and responsibilities under this
Agreement (other than pursuant to Section 3.19 hereunder). All costs associated
with the appointment of a successor Trustee shall be paid to the Person that
incurred them by the predecessor Trustee. Without limiting the predecessor
Trustee's obligation, if the predecessor Trustee fails to pay such costs, such
costs shall be reimbursed by the Trust; provided, however, that if the
predecessor Trustee has been terminated pursuant to the third paragraph of
Section 9.06, all reasonable expenses incurred in complying with this Section
9.07 shall be reimbursed by the Trust to the Person that incurred them.
No successor Trustee shall accept appointment as provided in this
Section 9.07 unless at the time of such appointment such successor Trustee shall
be eligible under the provisions of Section 9.05.
Upon acceptance of appointment by a successor Trustee as provided in
this Section 9.07, the Servicer shall cooperate to mail notice of the succession
of such Trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register and to each Rating Agency. If the Servicer
fails to mail such notice within ten days after acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be mailed at
the expense of the Servicer.
The predecessor Trustee and successor Trustee shall notify the
Depositor of any such appointment at least two Business Days prior to the
effective date thereof and shall provide the Depositor with all information
required by the Depositor to comply with its reporting obligation under Item
6.02 of Form 8-K not later than the effective date of such appointment.
Section 9.08 Merger or Consolidation of Trustee. Any corporation or
banking association into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation or banking association
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation or banking association succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, if such corporation or banking association
is eligible under the provisions of Section 9.05, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that the
Trustee and such surviving Person shall notify the Depositor of any such merger,
conversion or consolidation and shall provide the Depositor with all information
required by the Depositor to comply with its reporting obligation under Item
6.02 of Form 8-K not later than the effective date of such merger, conversion or
consolidation.
Section 9.09 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any of the provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any Mortgaged
Property may at the time be located or for any other reason, the Servicer and
the Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by the Trustee as
co-trustee or separate trustee of all or any part of the Trust Estate, and to
vest in such Person or Persons, in such capacity, such title to the Trust
Estate, or any part thereof, and, subject to the other provision of this Section
9.09, such powers, duties, obligations, rights and trusts as the Servicer and
the Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within ten days after the receipt by it of a request
to do so, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor Trustee under Section 9.05 and no notice to Holders
of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
be required under Section 9.07.
In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 9.09, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Estate or
any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee. No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; provided, however, that no appointment
of a co-trustee or separate trustee hereunder shall relieve the Trustee of its
obligations hereunder.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this 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
bankrupt or insolvent, or a receiver of its property shall be appointed, or any
public officer shall take charge or control of such trustee or co-trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.
Section 9.10 Authenticating Agents. The Trustee may appoint one or
more authenticating agents ("Authenticating Agents") which shall be authorized
to act on behalf of the Trustee in authenticating Certificates. Initially, the
Authenticating Agent shall be Xxxxx Fargo Bank, N.A. Wherever reference is made
in this Agreement to the authentication of Certificates by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent must be acceptable to the
Servicer and must be a corporation or banking association organized and doing
business under the laws of the United States of America or of any state, having
a place of business in New York, New York, having a combined capital and surplus
of at least $15,000,000, authorized under such laws to do a trust business and
subject to supervision or examination by federal or state authorities.
Any corporation or banking association into which any Authenticating
Agent may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which any Authenticating Agent shall be a party, or any
corporation or banking association succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.
Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Servicer. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Servicer. Upon receiving
a notice of resignation or upon such a termination, or in case, at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 9.10, the Trustee may appoint a successor
Authenticating Agent, shall give written notice of such appointment to the
Servicer and shall mail notice of such appointment to all Certificateholders.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent.
Section 9.11 Trustee's Fees and Expenses. The Trustee, as
compensation for its activities hereunder, shall be entitled to receive on each
Distribution Date an amount equal to the Trustee Fee for such Distribution Date
pursuant to Section 5.02(a). The Trustee and any director, officer, employee or
agent of the Trustee shall be indemnified by the Trust and held harmless against
any loss, liability or expense (including reasonable attorney's fees) (a)
incurred in connection with any claim or legal action relating to (i) this
Agreement, (ii) the Certificates, or (iii) the performance of any of the
Trustee's duties hereunder, other than any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or gross negligence in the
performance of any of the Trustee's duties hereunder, (b) resulting from any tax
or information return which was prepared by, or should have been prepared by,
the Servicer and (c) arising out of the transfer of any ERISA Restricted
Certificate or Residual Certificate not in compliance with ERISA. Such indemnity
shall survive the termination of this Agreement or the resignation or removal of
the Trustee hereunder. Without limiting the foregoing, except as otherwise
agreed upon in writing by the Depositor and the Trustee, and except for any such
expense, disbursement or advance as may arise from the Trustee's gross
negligence, bad faith or willful misconduct, the Trust shall reimburse the
Trustee for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Agreement to the
extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii);
provided, however, that the Depositor and the Trustee intend to enter into a
separate agreement for custody-related services. Except as otherwise provided
herein, the Trustee shall not be entitled to payment or reimbursement for any
routine ongoing expenses incurred by the Trustee in the ordinary course of its
duties as Trustee, Certificate Registrar or Paying Agent hereunder or for any
other expenses.
Section 9.12 Appointment of Custodian. The Trustee may at any time
on or after the Closing Date, with the consent of the Depositor and the
Servicer, appoint one or more Custodians to hold all or a portion of the
Mortgage Files as agent for the Trustee, by entering into a custodial agreement
in a form acceptable to the Depositor and the Servicer. Subject to this Article
IX, the Trustee agrees to comply with the terms of each custodial agreement and
to enforce the terms and provisions thereof against the Custodian for the
benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $10,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File.
Notwithstanding the foregoing, to the extent the Trustee appoints
one or more Custodians with respect to more than 5% of the aggregate Pool Stated
Principal Balance, the Trustee shall cause such Custodian to prepare a separate
assessment and attestation report, as contemplated by Section 3.19 of this
Agreement and deliver such report to the Trustee as set forth in Section 3.22 of
this Agreement.
Section 9.13 Paying Agents. The Trustee may appoint one or more
Paying Agents (each, a "Paying Agent") which shall be authorized to act on
behalf of the Trustee in making withdrawals from the Certificate Account and
distributions to Certificateholders as provided in Section 3.08 and Section
5.02. Wherever reference is made in this Agreement to the withdrawal from the
Certificate Account by the Trustee, such reference shall be deemed to include
such a withdrawal on behalf of the Trustee by a Paying Agent. Initially, the
Paying Agent shall be Xxxxx Fargo Bank, N.A. Whenever reference is made in this
Agreement to a distribution by the Trustee or the furnishing of a statement to
Certificateholders by the Trustee, such reference shall be deemed to include
such a distribution or furnishing on behalf of the Trustee by a Paying Agent.
Each Paying Agent shall provide to the Trustee such information concerning the
Certificate Account as the Trustee shall request from time to time. Each Paying
Agent must be reasonably acceptable to the Servicer and must be a corporation or
banking association organized and doing business under the laws of the United
States of America or of any state, having (except in the case of the Trustee) a
principal office and place of business in New York, New York, having a combined
capital and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state
authorities.
Any corporation into which any Paying Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Paying Agent shall be
a party, or any corporation succeeding to the corporate agency business of any
Paying Agent, shall continue to be the Paying Agent, provided that such
corporation after the consummation of such merger, conversion, consolidation or
succession meets the eligibility requirements of this Section 9.13.
Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Servicer; provided that the Paying Agent
has returned to the Certificate Account or otherwise accounted, to the
reasonable satisfaction of the Trustee, for all amounts it has withdrawn from
the Certificate Account. The Trustee may, upon prior written approval of the
Servicer, at any time terminate the agency of any Paying Agent by giving written
notice of termination to such Paying Agent and to the Servicer. Upon receiving a
notice of resignation or upon such a termination, or in case at any time any
Paying Agent shall cease to be eligible in accordance with the provisions of the
first paragraph of this Section 9.13, the Trustee may appoint, upon prior
written approval of the Servicer, a successor Paying Agent, shall give written
notice of such appointment to the Servicer and shall mail notice of such
appointment to all Certificateholders. Any successor Paying Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Paying Agent. The Trustee shall remain liable
for any duties and obligations assumed by its appointed Paying Agent.
Section 9.14 Limitation of Liability. The Certificates are executed
by the Trustee, not in its individual capacity but solely as Trustee of the
Trust, in the exercise of the powers and authority conferred and vested in it by
this Agreement. Each of the undertakings and agreements made on the part of the
Trustee in the Certificates is made and intended not as a personal undertaking
or agreement by the Trustee but is made and intended for the purpose of binding
only the Trust.
Section 9.15 Trustee May Enforce Claims Without Possession of
Certificates. All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such preceding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee. Any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursement and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Certificateholders in respect of which such
judgment has been recovered.
Section 9.16 Suits for Enforcement. In case an Event of Default or
other default by the Servicer or the Depositor hereunder shall occur and be
continuing, the Trustee, in its discretion, may proceed to protect and enforce
its rights and the rights of the Holders of Certificates under this Agreement by
a suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or
in aid of the execution of any power granted in this Agreement or for the
enforcement of any other legal, equitable or other remedy, as the Trustee, being
advised by counsel, shall deem most effectual to protect and enforce any of the
rights of the Trustee and the Certificateholders.
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 by the Depositor or
Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective
obligations and responsibilities of the Depositor, the Servicer and the Trustee
created hereby (other than the obligation of the Trustee to make certain
payments to Certificateholders after the Final Distribution Date and to send
certain notices as hereinafter set forth and the obligations of the Trustee
pursuant to Sections 5.04(b) and 5.05(b)) shall terminate upon the last action
required to be taken by the Trustee on the Final Distribution Date pursuant to
this Article X following the earlier of (a) the purchase by the Depositor of all
Mortgage Loans and all REO Property remaining in the Trust Estate at a price
equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage
Loan (other than any Mortgage Loan as to which REO Property has been acquired
and whose fair market value is included pursuant to clause (ii) below), (ii) the
fair market value of such REO Property, plus any Class Unpaid Interest Shortfall
for any Class of Certificates and Component Unpaid Interest Shortfall for any
Component as well as one month's interest at the related Mortgage Interest Rate
on the unpaid principal balance of each Mortgage Loan (including any Mortgage
Loan as to which REO Property has been acquired) and (iii) any Reimbursement
Amount owed to the Trust pursuant to Section 2.04 or (b) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan remaining in the Trust Estate or the disposition of all REO Property.
Regardless of the foregoing, in no event shall the Trust created
hereby continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the
United States to the Court of St. Xxxxx, living on the date hereof.
The right of the Depositor to repurchase all of the Mortgage Loans
is conditioned upon (A) the aggregate Stated Principal Balance of the Mortgage
Loans as of such Final Distribution Date being less than 10% of the aggregate
Cut-off Date Pool Principal Balance and (B) the sum of clauses (a)(i) and (ii)
of the second preceding paragraph being less than or equal to the aggregate fair
market value of the Mortgage Loans (other than any Mortgage Loan as to which REO
Property has been acquired) and the REO Properties; provided, however, that this
clause (B) shall not apply to any purchase by the Depositor if, at the time of
the purchase, the Depositor is no longer subject to regulation by the OCC, the
FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this
paragraph and the second preceding paragraph will be determined by the Depositor
as of the close of business on the third Business Day next preceding the date
upon which notice of any such termination is furnished to Certificateholders
pursuant to the fourth paragraph of this Article X. If such right is exercised,
the Trustee shall, promptly following payment of the purchase price, release to
the Depositor or its designee the Mortgage Files pertaining to the Mortgage
Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and for cancellation, shall be given promptly
by the Depositor (if exercising its right to purchase the assets of the Trust)
or by the Trustee (in any other case) by letter to Certificateholders mailed not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying (1) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the
Trustee therein designated, (2) the amount of any such final payment and (3)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified. If the
Depositor is obligated to give notice to Certificateholders as aforesaid, it
shall give such notice to the Trustee and the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the Depositor, the Depositor shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the amount necessary to make the amount, if any, on deposit in the
Certificate Account on the Final Distribution Date equal to the purchase price
for the related assets of the Trust computed as above provided together with a
statement as to the amount to be distributed on each Class of Certificates
pursuant to the next succeeding paragraph. Not less than five (5) Business Days
prior to the Final Distribution Date, the Trustee shall notify the Depositor of
the amount of any unpaid Reimbursement Amount owed to the Trust and the
Depositor shall deposit such amount in the Certificate Account not later than
the Business Day preceding the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders of each Class, in the order
set forth in Section 5.02 hereof, on the Final Distribution Date and in
proportion to their respective Percentage Interests, with respect to
Certificateholders of the same Class, an amount equal to (I) as to each 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 PO
Deferred Amount with respect to the PO Components and the Class 5-PO
Certificates, and (II) as to the Class 5-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 Middle-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 Middle-Tier Interests in the same
manner as principal and interest are distributed to the Uncertificated
Lower-Tier Interests and the Middle-Tier Interests, respectively, as provided in
Section 5.02.
If all of the Certificateholders do not surrender their Certificates
for final payment and cancellation on or before the Final Distribution Date, the
Trustee shall on such date cause all funds in the Certificate Account not
distributed in final distribution to Certificateholders of such Group to
continue to be held by the Trustee in an Eligible Account for the benefit of
such Certificateholders and the Depositor (if it exercised its right to purchase
the assets of the Trust Estate) or the Trustee (in any other case) shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining 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
Depositor exercises its purchase option as provided in Section 10.01, the Trust
shall be terminated in accordance with the following additional requirements,
unless the Trustee has received an Opinion of Counsel to the effect that the
failure of the Trust to comply with the requirements of this Section 10.02 will
not (i) result in the imposition of taxes on "prohibited transactions" of the
Trust as defined in Section 860F of the Code, or (ii) cause the Trust Estate to
fail to qualify as three separate REMICs at any time that any Certificates are
outstanding:
(i) within 90 days prior to the Final Distribution Date set forth in
the notice given by the Depositor under Section 10.01, the Trustee shall
sell all of the assets of the Trust Estate to the Depositor for cash; and
(ii) the notice given by the Depositor or the Trustee pursuant to
Section 10.01 shall provide that such notice constitutes the adopting of a
plan of complete liquidation of the Upper-Tier REMIC, the Middle-Tier
REMIC and the Lower-Tier REMIC as of the date of such notice (or, if
earlier, the date on which such notice was mailed to Certificateholders).
The Trustee shall also specify such date in the final tax returns of the
Upper-Tier REMIC, Middle-Tier REMIC and the Lower-Tier REMIC.
(b) By its acceptance of the Residual Certificate, the Holder
thereof hereby agrees to take such other action in connection with such plan of
complete liquidation as may be reasonably requested by the Depositor.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. This Agreement may be amended from time to
time by the Depositor, the Servicer and the Trustee without the consent of any
of the Certificateholders, (i) to cure any ambiguity or mistake, (ii) to correct
or supplement any provisions herein or therein which may be inconsistent with
any other provisions of this Agreement, any amendment to this Agreement or the
related Prospectus Supplement, (iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Upper-Tier REMIC, the Middle-Tier REMIC and the Lower-Tier REMIC as REMICs
at all times that any Certificates are outstanding or to avoid or minimize the
risk of the imposition of any tax on any REMIC pursuant to the Code that would
be a claim against the Trust Estate, provided that (a) the Trustee has received
an Opinion of Counsel to the effect that such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the
imposition of any such tax and (b) such action shall not, as evidenced by such
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder, (iv) to change the timing and/or nature of deposits into
the Certificate Account (and deemed deposits into the Middle-Tier Certificate
Sub-Account and the Upper-Tier Certificate Sub-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,
the Class B-1 Certificates, the Class B-2 Certificates, the Class B-3
Certificates, the Class B-4 Certificates or the Class B-5 Certificates, as
evidenced by a letter from each Rating Agency rating such Certificates to such
effect, and (v) to reduce the percentage of the aggregate Cut-off Date Pool
Principal Balance at which the Depositor will have the option to purchase all
the remaining Mortgage Loans in accordance with Section 10.01, provided that
such reduction is considered necessary by the Depositor, as evidenced by an
Officer's Certificate delivered to the Trustee, to preserve the treatment of the
transfer of the Mortgage Loans to the Depositor by the Seller or to the Trust by
the Depositor as sale for accounting purposes, and (vi) 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.
This Agreement may also be amended from time to time by the
Depositor, the Servicer and the Trustee, with the consent of the Holders of
Certificates of each Class of Certificates which is affected by such amendment,
evidencing, as to each such Class of Certificates, Percentage Interests
aggregating not less than 66-2/3%, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of such Certificates;
provided, however, that no such amendment shall (A) reduce in any manner the
amount of, or delay the timing of, collections of payments on Mortgage Loans or
distributions which are required to be made on any Certificate without the
consent of the Holder of such Certificate or (B) reduce the aforesaid percentage
required to consent to any such amendment, without the consent of the Holders of
all Certificates then Outstanding.
Prior to the solicitation of consent of Certificateholders in
connection with any such amendment, the party seeking such amendment shall
furnish the Trustee with an Opinion of Counsel to the effect that such amendment
would not subject any of the Upper-Tier REMIC, Middle-Tier REMIC or the
Lower-Tier REMIC to any tax or cause any of the Upper-Tier REMIC, the
Middle-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC.
Notwithstanding any other provision of this Agreement, the Trustee shall not
consent to any amendment to this Agreement unless it shall have first received
such Opinion of Counsel.
Promptly after the execution of any such amendment or consent the
Trustee shall furnish written notification of the substance of or a copy of such
amendment to each Certificateholder and to each Rating Agency.
It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable requirements as the Trustee may prescribe.
Section 11.02 Recordation of Agreement. 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
Servicer and at its expense on direction by the Trustee, who will act at the
direction of Holders of Certificates evidencing not less than 50% of all Voting
Rights, but only upon direction of the Trustee accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.
No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of default and of the continuance thereof, as provided herein, and unless also
the Holders of Certificates evidencing Percentage Interests aggregating not less
than 25% of each Class of Certificates affected thereby shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 11.03, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
Section 11.04 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE
CONFLICTS OF LAWS PROVISIONS THEREOF, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.05 Notices. All demands, notices, instructions,
directions, requests and communications required to be delivered hereunder shall
be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, (provided,
however, that notices to the Trustee may be delivered by facsimile and shall be
deemed effective upon receipt) to (a) in the case of the Depositor, Banc of
America Mortgage Securities, Inc., 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx
Xxxxxxxx 00000, Attention: General Counsel and Chief Financial Officer, (b) in
the case of the Servicer, Bank of America, National Association, 000 Xxxxxxxxxx
Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000-0000, Attention: Servicing Manager, with a
copy to: Bank of America, National Association, 000 Xxxxx Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: General Counsel and Chief Financial
Officer, (c) in the case of the Trustee, Xxxxx Fargo Bank, N.A., X.X. Xxx 00,
Xxxxxxxx, Xxxxxxxx 00000, Attention: BOALT, Series 2006-2, and for overnight
delivery purposes, Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxx 00000-0000, Attention: BOALT, Series 2006-2, with a copy to Xxxxx Fargo
Bank, N.A., Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, 00000,
Attention: BOALT, Series 2006-2, (d) in the case of Moody's, Xxxxx'x Investors
Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Residential Mortgage Monitoring Group and (e) in the case of Fitch, Fitch
Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Residential Mortgage Surveillance Group; 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 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 Trustee that Certificateholders shall not be personally liable
for obligations of the Trust Estate, that the beneficial ownership interests
represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust Estate or for any reason whatsoever, and that Certificates
upon execution, authentication and delivery thereof by the Trustee pursuant to
Section 6.01 are and shall be deemed fully paid.
Section 11.08 Access to List of Certificateholders. The Certificate
Registrar will furnish or cause to be furnished to the Trustee, within 15 days
after the receipt of a request by the Trustee in writing, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date for payment of
distributions to Certificateholders.
If three or more Certificateholders apply in writing to the Trustee,
and such application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Certificates and is accompanied by a copy of the communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of a date more than 90 days prior to the date of
receipt of such applicants' request, the Trustee shall promptly request from the
Certificate Registrar a current list as provided above, and shall afford such
applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding such list, agrees
with the Certificate Registrar and the Trustee that neither the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 11.09 Recharacterization. The parties to this Agreement
intend the conveyance by the Depositor to the Trustee of all of its right, title
and interest in and to the Mortgage Loans pursuant to this Agreement to
constitute a purchase and sale and not a loan. Notwithstanding the foregoing, to
the extent that such conveyance is held not to constitute a sale under
applicable law, it is intended that this Agreement shall constitute a security
agreement under applicable law and that the Depositor shall be deemed to have
granted to the Trustee a first priority security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans.
Section 11.10 Insolvency. The Servicer, Depositor and Trustee shall
each notify the Depositor and the Trustee of any of the events enumerated in
Item 1.03 of Form 8-K with respect to any of the Servicer, Depositor or Trustee
at least two Business Days prior to the effective date thereof and shall provide
the Depositor and the Trustee with all information required by the Depositor to
comply with its reporting obligation under Item 1.03 of Form 8-K not later than
the effective date of any such event.
Section 11.11 Regulation AB Compliance; Intent of 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 Securities and Exchange Commission or its staff,
consensus among participants in the asset-backed securities markets, advice of
counsel, or otherwise, and agree to comply with requests made by the Depositor
in good faith for delivery of information under these provisions on the basis of
evolving interpretations of Regulation AB. In connection with the Trust, the
Servicer and the Trustee shall cooperate fully with the Depositor to deliver to
the Depositor (including its assignees or designees), any and all statements,
reports, certifications, records and any other information available to such
party and reasonably necessary in the good faith determination of the Depositor
to permit the Depositor to comply with the provisions of Regulation AB, together
with such disclosures relating to the Servicer and the Trustee, as applicable,
reasonably believed by the Depositor to be necessary in order to effect such
compliance.
IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have
caused this Agreement to be duly executed by their respective officers thereunto
duly authorized to be hereunto affixed, all as of the day and year first above
written.
BANC OF AMERICA MORTGAGE SECURITIES,
INC.,
as Depositor
By:
--------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
BANK OF AMERICA, NATIONAL ASSOCIATION,
as Servicer
By:____________________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
XXXXX FARGO BANK, N.A.,
as Trustee
By:____________________________________
Name: Xxxxxxxx X. Xxxxxxxxxx
Title: Assistant Vice President
STATE OF MARYLAND )
) ss.:
COUNTY OF XXXXXX )
On the 27th day of February, 2006, before me, a notary public in and
for the State of Maryland, personally appeared Xxxxxxxx X. Xxxxxxxxxx, known to
me who, being by me duly sworn, did depose and say that she is a _______________
of Xxxxx Fargo Bank, N.A., 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.
-----------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
On the 27th day of February, 2006, before me, a notary public in and
for the State of North Carolina, personally appeared Xxxx Xxxxxx, known to me
who, being by me duly sworn, did depose and say that she is a Vice President of
Banc of America Mortgage Securities, Inc. a Delaware corporation, 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 corporation.
-----------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
On the 27th day of February, 2006, before me, a notary public in and
for the State of North Carolina, personally appeared Xxxxxxx X. Xxxxxxxx, known
to me who, being by me duly sworn, did depose and say that he is a Senior Vice
President of Bank of America, National Association, 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.
-----------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
EXHIBIT A-1-CB-1
[FORM OF FACE OF CLASS 1-CB-1 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 1-CB-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 ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 1-CB-1
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $51,314,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05948K 2V 0
ISIN No.: US05948K2V06
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
Mortgage Securities, Inc. (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, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below 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 Trustee.
* * *
EXHIBIT A-2-CB-1
[FORM OF FACE OF CLASS 2-CB-1 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-CB-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 ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-CB-1
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $90,220,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05948K 2W 8
ISIN No.: US05948K2W88
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
Mortgage Securities, Inc. (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, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below 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 Trustee.
* * *
EXHIBIT A-3-CB-1
[FORM OF FACE OF CLASS 3-CB-1 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 3-CB-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 ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 3-CB-1
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $75,638,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 05948K 3A 5
ISIN No.: US05948K3A59
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
Mortgage Securities, Inc. (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, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below 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 Trustee.
* * *
EXHIBIT A-4-CB-1
[FORM OF FACE OF CLASS 4-CB-1 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 4-CB-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 ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 4-CB-1
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $58,238,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 05948K 3B 3
ISIN No.: US05948K3B33
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
Mortgage Securities, Inc. (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, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below 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 Trustee.
* * *
EXHIBIT A-CB-IO
[FORM OF FACE OF CLASS CB-IO CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class CB-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 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.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class CB-IO
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $5,264,595.00
CUSIP No.: 05948K 3C 1
ISIN No.: US05948K3C16
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 Mortgage
Securities, Inc. (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, Bank of America, National Association, as
servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
For purposes of determining accrued interest, the Class CB-IO Certificates
will be deemed to consist of four Components which are not severable: the Class
1-CB-IO Component, the Class 2-CB-IO Component, the Class 3-CB-IO Component and
the Class 4-CB-IO Component (each, a "Component"). Interest will accrue on each
Component on its Component Notional Amount as of any Distribution Date at a per
annum rate equal to 6.000%.
This Class CB-IO Certificate is not entitled to any distributions with
respect to principal.
This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicer or the Trustee referred to
below 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 Trustee.
* * *
EXHIBIT A-CB-PO
[FORM OF FACE OF CLASS CB-PO CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class CB-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.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class CB-PO
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $2,170,897.00
CUSIP No.: 05948K 3D 9
ISIN No.: US05948K3D98
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
Mortgage Securities, Inc. (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, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
For the purposes of determining distributions in reduction of Class
Certificate Balance, the Class CB-PO Certificates will be deemed to consist of
four components which are not severable: the Class 1-CB-PO Component, the Class
2-CB-PO Component, the Class 3-CB-PO Component and the Class 4-CB-PO Component
(each, a "Component").
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
This Class CB-PO Certificate represents the right to receive principal
only.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-5-A-1
[FORM OF FACE OF CLASS 5-A-1 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
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 REPRESENTS
BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND
CERTAIN OTHER PROPERTY.
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 ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-1
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $17,627,000.00
Pass-Through Rate: Floating
CUSIP No.: 05948K 3E 7
ISIN No.: US05948K3E71
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
Mortgage Securities, Inc. (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, Bank of America, N.A., as servicer
(the "Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined 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 Trustee.
* * *
EXHIBIT A-5-A-2
[FORM OF FACE OF CLASS 5-A-2 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
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 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.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-2
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $17,627,000.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 05948K 3F 4
ISIN No.: US05948K3F47
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 Mortgage
Securities, Inc. (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, Bank of America, N.A., as servicer (the
"Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
This Class 5-A-2 Certificate is not entitled to any distributions with
respect to principal.
This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicer or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined 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 Trustee.
* * *
EXHIBIT A-5-A-3
[FORM OF FACE OF CLASS 5-A-3 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
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 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 ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-3
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $13,777,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05948K 3G 2
ISIN No.: US05948K3G20
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
Mortgage Securities, Inc. (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, Bank of America, N.A., as servicer
(the "Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below 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 Trustee.
* * *
EXHIBIT A-5-A-4
[FORM OF FACE OF CLASS 5-A-4 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-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").
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS 5-A-3 CERTIFICATES WILL BE BORNE BY THE
CLASS 5-A-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
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 ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-4
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $1,531,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05948K 3H 0
ISIN No.: US05948K3H03
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
Mortgage Securities, Inc. (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, Bank of America, N.A., as servicer
(the "Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below 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 Trustee.
* * *
EXHIBIT A-5-A-5
[FORM OF FACE OF CLASS 5-A-5 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-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.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-5
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $35,797,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05948K 3J 6
ISIN No.: US05948K3J68
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
Mortgage Securities, Inc. (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, Bank of America, N.A., as servicer
(the "Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below 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 Trustee.
* * *
EXHIBIT A-5-A-6
[FORM OF FACE OF CLASS 5-A-6 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-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.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-6
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $4,333,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05948K 3K 3
ISIN No.: US05948K3K32
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
Mortgage Securities, Inc. (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, Bank of America, N.A., as servicer
(the "Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below 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 Trustee.
* * *
EXHIBIT A-5-A-R
[FORM OF FACE OF CLASS 5-A-R CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-R
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN THREE "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 5-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 RESIDUAL CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-R
evidencing a 100% Percentage Interest in the distributions allocable to the
Certificate of the above-referenced Class with respect to a Trust consisting
primarily of seven loan groups (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties deposited by
Banc of America Mortgage Securities, Inc., 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: $100.00
Pass-Through Rate: 6.000%
CUSIP No.: 05948K 3L 1
ISIN No.: US05948K3L15
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
Mortgage Securities, Inc. (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, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below 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
Certificate Account will be made only upon presentment and surrender of this
Class 5-A-R Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class 5-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
5-A-R Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 5-A-R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any change or impending
change in its status as a Permitted Transferee; (ii) no Person shall acquire an
ownership interest in this Class 5-A-R Certificate unless such ownership
interest is a pro rata undivided interest; (iii) in connection with any proposed
transfer of this Class 5-A-R Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit in the form of
Exhibit I to the Pooling and Servicing Agreement; (iv) notwithstanding the
delivery of an affidavit by a proposed transferee under clause (iii) above, if a
Responsible Officer of the Trustee has actual knowledge that the proposed
transferee is not a Permitted Transferee, no transfer of any Ownership Interest
in this Residual Certificate to such proposed transferee shall be effected; (v)
this Residual Certificate may not be purchased by or transferred to any Person
that is not a U.S. Person, unless (A) such Person holds this Residual
Certificate in connection with the conduct of a trade or business within the
United States and furnishes the transferor and the Trustee with an effective
Internal Revenue Service Form W-8ECI (or any successor thereto) or (B) the
transferee delivers to both the transferor and the Trustee an Opinion of Counsel
from a nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of this Residual Certificate will not be
disregarded for federal income tax purposes; (vi) any attempted or purported
transfer of this Class 5-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 5-A-R Certificate in violation of such restrictions, then the
Trustee, based on information provided to the Trustee by the Servicer, will
provide to the Internal Revenue Service, and to the Persons specified in Section
860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
under Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-5-IO
[FORM OF FACE OF CLASS 5-IO CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-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, 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.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-IO
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $5,556,109.00
Pass-Through Rate: 6.000%
CUSIP No.: 05948K 3M 9
ISIN No.: US05948K3M97
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 Mortgage
Securities, Inc. (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, Bank of America, National Association, as
servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
This Class 5-IO Certificate is not entitled to any distributions with
respect to principal.
This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicer or the Trustee referred to
below 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 Trustee.
* * *
EXHIBIT A-5-PO
[FORM OF FACE OF CLASS 5-PO CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-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, 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 ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-PO
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $298,441.00
CUSIP No.: 05948K 3N 7
ISIN No.: US05948K3N70
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
Mortgage Securities, Inc. (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, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
This Class 5-PO Certificate represents the right to receive principal
only.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-6-A-1
[FORM OF FACE OF CLASS 6-A-1 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
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.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 6-A-1
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $39,800,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05948K 3P 2
ISIN No.: US05948K3P29
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
Mortgage Securities, Inc. (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, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below 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 Trustee.
* * *
EXHIBIT A-7-A-1
[FORM OF FACE OF CLASS 7-A-1 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 7-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 7-A-1
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $34,898,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05948K 3Q 0
ISIN No.: US05948K3Q02
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
Mortgage Securities, Inc. (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, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below 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 Trustee.
* * *
EXHIBIT A-15-IO
[FORM OF FACE OF CLASS 15-IO CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 15-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 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.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 15-IO
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $1,940,983.00
CUSIP No.: 05948K 3R 8
ISIN No.: US05948K3R84
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 Mortgage
Securities, Inc. (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, Bank of America, National Association, as
servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
For purposes of determining accrued interest, the Class 15-IO Certificates
will be deemed to consist of two Components which are not severable: the Class
6-15-IO Component and the Class 7-15-IO Component (each, a "Component").
Interest will accrue on each Component on its Component Notional Amount as of
any Distribution Date at a per annum rate equal to 5.750%.
This Class CB-IO Certificate is not entitled to any distributions with
respect to principal.
This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicer or the Trustee referred to
below 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 Trustee.
* * *
EXHIBIT A-15-PO
[FORM OF FACE OF CLASS 15-PO CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 15-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.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 15-PO
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $728,066.00
CUSIP No.: 05948K 3S 6
ISIN No.: US05948K3S67
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
Mortgage Securities, Inc. (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, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
For the purposes of determining distributions in reduction of Class
Certificate Balance, the Class 15-PO Certificates will be deemed to consist of
two components which are not severable: the Class 6-15-PO Component and the
Class 7-15-PO Component (each, a "Component").
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
This Class 15-PO Certificate represents the right to receive principal
only.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
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 SENIOR CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF
THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE
REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON
SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL
REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class B-1
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $8,455,000.00
Pass-Through Rate: Variable
CUSIP No.: 05948K 3T 4
ISIN No.: US05948K3T41
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
Mortgage Securities, Inc. (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, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined 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 Trustee.
* * *
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
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 SENIOR CERTIFICATES
AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF
THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE
REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON
SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL
REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class B-2
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $3,336,000.00
Pass-Through Rate: Variable
CUSIP No.: 05948K 3U 1
ISIN No.: US05948K3U14
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
Mortgage Securities, Inc. (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, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined 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 Trustee.
* * *
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
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 SENIOR CERTIFICATES
AND THE CLASS B-1 AND CLASS B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF
THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE
REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON
SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL
REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class B-3
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $2,446,000.00
Pass-Through Rate: Variable
CUSIP No.: 05948K 3V 9
ISIN No.: US05948K3N96
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
Mortgage Securities, Inc. (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, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined 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 Trustee.
* * *
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
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 SENIOR CERTIFICATES
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 TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF
THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE
REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON
SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL
REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class B-4
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $1,780,000.00
Pass-Through Rate: Variable
CUSIP No.: 05948K 3W 7
ISIN No.: US05948K3W79
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
Mortgage Securities, Inc. (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, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined 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 Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
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 SENIOR CERTIFICATES
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 TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF
THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE
REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON
SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL
REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class B-5
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $1,334,000.00
Pass-Through Rate: Variable
CUSIP No.: 05948K 3X 5
ISIN No.: US05948K3X52
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
Mortgage Securities, Inc. (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, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined 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 Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
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 SENIOR CERTIFICATES
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 TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF
THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE
REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON
SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL
REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class B-6
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., 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: $1,112,841.00
Pass-Through Rate: Variable
CUSIP No.: 05948K 3Y 3
ISIN No.: US05948K3Y36
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
Mortgage Securities, Inc. (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, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined 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 Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT C
[FORM OF REVERSE OF ALL CERTIFICATES]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates
This Certificate is one of a duly authorized issue of Certificates
designated as Banc of America Alternative Loan Trust 2006-2 Mortgage
Pass-Through Certificates, of the Series specified on the face hereof
(collectively, the "Certificates"), and representing a beneficial ownership
interest in the Trust created by the Pooling and Servicing Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Pooling and Servicing
Agreement or, except as expressly provided in the Pooling and Servicing
Agreement, subject to any liability under the Pooling and Servicing Agreement.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to the Pooling and Servicing Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties
evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Pooling and Servicing Agreement, a
distribution will be made on the 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. The Record Date applicable to each Distribution Date is the
last Business Day of the month next preceding the month of such Distribution
Date.
On each Distribution Date, the Trustee 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 Regular Certificate, by wire transfer or by such
other means of payment as such Certificateholder and the Trustee shall agree
upon, such Certificateholder's Percentage Interest in the amount to which the
related Class of Certificates is entitled in accordance with the priorities set
forth in Section 5.02 of the Pooling and Servicing Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentation and surrender of such Certificate to the Trustee as contemplated by
Section 10.01 of the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Trustee and the rights of the Certificateholders under the
Pooling and Servicing Agreement at any time by the Depositor, the Servicer and
the Trustee with the consent of the Holders of Certificates affected by such
amendment evidencing the requisite Percentage Interest, as provided in the
Pooling and Servicing Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Pooling and Servicing Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Trustee upon surrender of this Certificate
for registration of transfer at the Corporate Trust Office accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer, the Certificate Registrar and the Trustee and
any agent of the Depositor, the Servicer, the Certificate Registrar or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Servicer, the
Certificate Registrar, the Trustee or any such agent shall be affected by any
notice to the contrary.
On any Distribution Date on which the aggregate Stated Principal Balance
is less than 10% of the aggregate Cut-off Date Principal Balance, the Depositor
will have the option to repurchase, in whole, from the Trust all remaining
Mortgage Loans and all property acquired in respect of such Mortgage Loans at a
purchase price determined as provided in the Pooling and Servicing Agreement.
The 10% may be reduced by an amendment to the Pooling and Servicing Agreement
without Certificateholder consent under certain conditions set forth in the
Pooling and Servicing Agreement. In the event that no such optional repurchase
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 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.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
XXXXX FARGO BANK, N.A.,
as Trustee
By
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the Pooling and Servicing
Agreement referenced herein.
XXXXX FARGO BANK, N.A.,
as Trustee
By
--------------------------------------
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
--------------------------------------------
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________ for the
account of ___________________, account number _________________________, or, if
mailed by check, to Applicable statements should be mailed to
_______________________
This information is provided by _____________, the assignee named above,
or , as its agent.
EXHIBIT D-1
MORTGAGE LOAN SCHEDULE
(LOAN GROUP 1)
Bank of America
[LOGO]
BOAALT 2006-02
Group 1:
Mortgage Schedule
Mortgage
Loan Property Loan Doc Original Interest
Number Type Occupancy Purpose Type LTV (%) Rate (%)
------------------------------------------------------------------------------------------------------------------------------------
3303074425 Condo Highrise Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 5.875
3303225779 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 53.84 6.25
3303311447 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 21.59 6
3303423234 Condo Highrise Investment (Non-Owner Occupied) Purchase Standard 80.00 6.375
3303447134 CL Investment (Non-Owner Occupied) Purchase Paper Saver 72.22 6.25
3303462661 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 69.61 5.875
3303496404 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 85.00 6.375
3303539161 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 45.77 6.5
3303564425 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 66.66 6.5
3303569465 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 79.81 6.5
3303580470 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 48.92 6.5
3303582369 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 49.04 6.5
3303589513 CL Investment (Non-Owner Occupied) Purchase Standard 80.00 6.25
3303591154 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 73.26 6.375
3303592384 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 28.51 6.5
3303599686 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 29.60 6.25
3303600914 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.125
3303624807 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.99 6.5
3303626661 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 55.63 6.375
3303634095 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 61.05 6.375
3303642460 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 64.57 6.25
3303646149 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 25.77 6.5
3303647378 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.375
3303647519 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 39.94 6
3303649952 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 45.89 5.875
3303651800 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 61.37 6.125
3303653335 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.5
3303654242 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.25
3303665917 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 57.14 6.5
3303667194 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.25
3303670313 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 70.44 6.375
3303671022 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.92 6.125
3303671899 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 56.18 6.375
3303672491 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 73.71 6.25
3303673275 Two Family Investment (Non-Owner Occupied) Purchase Standard 80.00 6.25
3303673846 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.5
3303676450 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00 6.25
3303678449 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 64.55 6
3303679819 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 57.56 6.375
3303681740 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 30.01 6
3303684892 Single Family Investment (Non-Owner Occupied) Purchase Standard 67.91 6.375
3303685444 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 32.27 5.875
3303690816 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.25
3303696474 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 43.82 6.375
3303698173 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 52.00 6.375
3303698900 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 73.88 6.375
3303700631 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 58.13 6.125
3303702553 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 67.46 6
3303704906 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 78.63 5.875
3303706067 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 50.10 6.125
3303707487 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.25
3303708337 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00 6.375
3303715415 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 46.55 6.25
3303716462 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 68.32 6.25
3303716918 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 60.86 6.25
3303717254 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 59.02 6.25
3303717486 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 64.97 6.25
3303717650 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 80.00 6.5
3303717759 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 57.40 6.25
3303717957 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.83 6.25
3303718138 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.5
3303718948 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 64.51 6.5
3303720977 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 88.83 6.375
3303724813 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 68.80 6
3303727329 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 88.83 6.375
3303727394 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 88.83 6.375
3303727451 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 88.83 6.375
3303727519 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 88.83 6.375
3303729754 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6
3303730331 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 77.09 6.25
3303766236 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 49.10 6.25
3303775005 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 43.43 5.875
3303778009 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.99 6.5
6002985718 Four Family Investment (Non-Owner Occupied) Purchase Standard 75.00 6.5
6008371707 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 30.70 5.75
6011144414 Single Family Investment (Non-Owner Occupied) Purchase DU 59.30 6.25
6011520548 Two Family Investment (Non-Owner Occupied) Purchase DU 60.00 6.25
6023427195 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.5
6033577153 CL Investment (Non-Owner Occupied) Purchase DU 79.98 6.5
6036207865 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 31.04 6.375
6039044109 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 55.55 6.5
6045902878 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 71.03 6.5
0000000000 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00 6.5
6082310605 Four Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 65.04 6.25
6082394179 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.375
0000000000 CL Investment (Non-Owner Occupied) Purchase Standard 80.00 6.5
6086345672 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout LP 69.88 6.375
6087916166 CL Investment (Non-Owner Occupied) Purchase DU 88.63 6.5
6091662210 CL Investment (Non-Owner Occupied) Purchase Standard 90.00 6.25
0000000000 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00 6.25
6099334465 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00 6.5
6100753778 Single Family Investment (Non-Owner Occupied) Purchase DU 74.99 6.25
6102102172 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout LP 80.00 5.875
6102285712 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 80.00 6.375
6115652999 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 40.00 6.375
6123642040 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 72.16 6.25
6124549681 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 58.07 6.125
6125226602 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00 6.375
0000000000 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 72.43 6.375
6126178042 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 63.49 6.125
0000000000 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 47.08 6.375
6132166387 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 49.16 6.5
6138446700 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00 6.375
6139496720 Three Family Investment (Non-Owner Occupied) Purchase No Ratio 74.83 6.375
6142022505 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 75.00 6.5
6142427381 PUD Detached Investment (Non-Owner Occupied) Purchase Standard 80.00 6.5
6143796420 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 80.00 6.5
6143987417 CL Investment (Non-Owner Occupied) Purchase DU 75.00 6.5
6145848500 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 77.23 6.5
6148981704 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00 6.375
6149932482 Townhouse Investment (Non-Owner Occupied) Purchase Stated 80.00 6.5
6151689376 CL Investment (Non-Owner Occupied) Purchase Paper Saver 42.85 6
6156062546 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 65.21 6.375
6163069286 CL Investment (Non-Owner Occupied) Purchase Standard 74.99 6.25
6165095594 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00 6.375
0000000000 Three Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 67.68 6.375
6169209514 PUD Detached Investment (Non-Owner Occupied) Purchase Standard 30.00 6.25
6170260779 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 45.71 6.25
6171115162 Condo Highrise Investment (Non-Owner Occupied) Purchase No Ratio 80.00 6.375
6174452539 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 47.46 6.5
6179229668 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00 6.375
6184588314 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 41.46 6.25
6187432155 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 52.36 6.5
6188755422 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 62.99 6.5
6192158464 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 48.50 6.5
0000000000 Single Family Investment (Non-Owner Occupied) Purchase Standard 76.58 5.875
6197010439 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 74.78 6.5
6197371229 Two Family Investment (Non-Owner Occupied) Purchase DU 80.00 6.25
6207175966 PUD Attached Investment (Non-Owner Occupied) Purchase Standard 90.00 6.5
6213084897 CL Investment (Non-Owner Occupied) Purchase Paper Saver 70.00 6.375
6225059663 Two Family Investment (Non-Owner Occupied) Purchase Standard 73.75 6.125
6230694678 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 70.00 6.375
6231340578 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 59.93 6.25
6231986933 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 67.30 5.75
6234015961 Condo Highrise Investment (Non-Owner Occupied) Purchase DU 16.74 6
6234191242 Single Family Investment (Non-Owner Occupied) Purchase LP 75.00 6.25
6243553374 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 53.90 6.125
6249667541 Condo Highrise Investment (Non-Owner Occupied) Purchase DU 51.38 6
6252166704 CL Investment (Non-Owner Occupied) Purchase DU 58.18 6.25
6257485919 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 66.25 6.375
6260069726 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 34.65 6.25
6265624525 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.125
6268028336 Four Family Investment (Non-Owner Occupied) Purchase Rapid 54.75 6.375
0000000000 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 67.31 6.5
6276436083 CL Investment (Non-Owner Occupied) Purchase DU 70.00 6.375
6277019839 CL Investment (Non-Owner Occupied) Purchase LP 80.00 6.25
0000000000 Four Family Investment (Non-Owner Occupied) Purchase Rapid 74.99 6.25
6291027479 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout LP 75.00 6.125
6291688304 Single Family Investment (Non-Owner Occupied) Purchase Standard 75.00 6.5
6299308426 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 79.72 6.25
6313280015 Four Family Investment (Non-Owner Occupied) Purchase DU 75.00 6.375
6324874517 PUD Detached Investment (Non-Owner Occupied) Purchase DU 79.99 6.125
6325906698 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00 6.375
6326450654 PUD Attached Investment (Non-Owner Occupied) Purchase Standard 90.00 6.5
6329282518 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 49.05 6.25
6334491435 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.375
6346281014 CL Investment (Non-Owner Occupied) Purchase DU 80.00 6.375
6349304672 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 70.00 6.375
6349739992 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 55.04 6.375
6359531974 Three Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 74.31 6.5
6361498121 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 78.50 6.5
6362268713 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 78.81 6.25
6363068054 PUD Detached Investment (Non-Owner Occupied) Purchase Standard 80.00 6.375
6363388205 Two Family Investment (Non-Owner Occupied) Purchase Standard 80.00 6.5
6371553519 CL Investment (Non-Owner Occupied) Purchase DU 90.00 6.25
6371787455 Two Family Investment (Non-Owner Occupied) Purchase DU 80.00 6.25
6374857743 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 50.00 5.875
6383742308 PUD Attached Investment (Non-Owner Occupied) Purchase Standard 90.00 6.5
6385819989 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 49.51 6.25
6386480567 Single Family Investment (Non-Owner Occupied) Purchase LP 80.00 6.5
6388855337 PUD Attached Investment (Non-Owner Occupied) Purchase Standard 80.00 6.375
6389171643 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 70.00 6.25
6397470185 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 60.49 6.5
6402842105 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout LP 64.51 6.25
6405582153 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00 6.5
6405994804 CL Investment (Non-Owner Occupied) Purchase Standard 60.17 6.25
6413062529 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00 6.5
6413357416 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 53.46 6.375
6415342804 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 67.50 6.375
6419981136 Single Family Investment (Non-Owner Occupied) Purchase Stated 70.22 6
6425580203 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.5
6425761589 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 75.00 6.375
6434793417 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 72.97 6.5
6441015051 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 78.40 6.25
6443144297 Single Family Investment (Non-Owner Occupied) Purchase LP 80.00 6.5
6445990713 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 72.59 6.5
6447063204 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 70.00 5.75
6448341856 Four Family Investment (Non-Owner Occupied) Purchase Standard 74.87 6.25
0000000000 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 57.55 6.125
6455720141 PUD Detached Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 26.14 6.375
6457598834 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.99 6.5
6459090848 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.375
0000000000 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 43.73 6.5
6467052046 PUD Attached Investment (Non-Owner Occupied) Purchase Standard 90.00 6.5
6467069842 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 45.45 6.375
6469276346 CL Investment (Non-Owner Occupied) Purchase Standard 80.00 6.25
6482383756 PUD Detached Investment (Non-Owner Occupied) Purchase DU 80.00 6.375
6483528151 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 40.26 6.25
6490882625 Single Family Investment (Non-Owner Occupied) Purchase DU 65.25 6.125
0000000000 Two Family Investment (Non-Owner Occupied) Purchase Standard 64.44 6.25
6501029208 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 39.62 6.125
6502284570 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00 6.375
6503753664 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 67.93 6.375
6510547687 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 67.41 6.375
6511592435 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 70.00 6.375
6514129243 Townhouse Investment (Non-Owner Occupied) Purchase No Ratio 93.32 6.5
6516866388 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 75.00 6.5
6519139064 Townhouse Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 68.75 6.25
6521210549 PUD Detached Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 62.40 5.75
6527079161 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00 6.25
6528645929 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.375
6529219849 Condo Highrise Investment (Non-Owner Occupied) Purchase Standard 67.91 6.125
6538730091 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout LP 53.47 5.875
6539056363 Four Family Investment (Non-Owner Occupied) Purchase DU 75.00 6.5
6539209137 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 41.79 6.125
6540028799 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 57.16 6.375
6540209175 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00 6.5
6546747145 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.25
6548704631 Condo Highrise Investment (Non-Owner Occupied) Purchase DU 61.07 6.25
6548717161 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 66.66 6.5
6551238154 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 68.55 6.375
6553091577 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.00 6.5
6559779589 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.00 6.25
6561515948 PUD Detached Investment (Non-Owner Occupied) Purchase Standard 75.00 6.375
6569194035 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 75.00 6.375
0000000000 CL Investment (Non-Owner Occupied) Purchase DU 80.00 6.5
6583916637 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 52.30 6.25
6589968962 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 49.34 6.375
0000000000 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00 6.5
6602100296 CL Investment (Non-Owner Occupied) Purchase DU 84.99 6.375
6603936912 PUD Detached Investment (Non-Owner Occupied) Refinance_No_Cash_Out No Ratio 61.14 6.5
6610526185 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 15.92 6.25
6610654201 Single Family Investment (Non-Owner Occupied) Purchase Standard 63.33 6
6612692282 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 30.30 6.5
6613009742 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 61.25 6.25
6616432222 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00 6
6617929499 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 60.86 6.5
6619030593 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 79.67 6.375
6640316649 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00 6.125
6641675498 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 60.22 6.5
6643204982 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00 6.25
6645574655 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 49.68 6.375
6645995256 CL Investment (Non-Owner Occupied) Purchase Standard 67.89 6.125
6648893946 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 79.99 6.25
6651069657 PUD Attached Investment (Non-Owner Occupied) Purchase Standard 90.00 6.5
6651297142 Single Family Investment (Non-Owner Occupied) Purchase Wholesale SISA 75.00 6.5
6658666174 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 52.79 6
6659431222 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.375
6663082920 Condo Highrise Investment (Non-Owner Occupied) Purchase Paper Saver 49.81 6.375
6671121538 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00 6.5
6674387243 Single Family Investment (Non-Owner Occupied) Purchase DU 75.00 6.5
6678482495 PUD Detached Investment (Non-Owner Occupied) Purchase Standard 80.00 6.375
0000000000 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 65.29 6.5
6689052147 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.375
6689054622 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.375
6696381844 CL Investment (Non-Owner Occupied) Purchase LP 80.00 6.25
6710097038 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 66.06 6.125
6717971409 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00 6.5
6721532478 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00 6.5
6726096008 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 55.55 6.5
6726853804 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.25
6726929190 Two Family Investment (Non-Owner Occupied) Purchase DU 75.00 6.375
6729364668 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 51.72 5.75
0000000000 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 73.84 6.375
6747383609 Three Family Investment (Non-Owner Occupied) Purchase Standard 75.00 5.875
6748653802 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00 6.375
6762754189 CL Investment (Non-Owner Occupied) Purchase DU 63.99 6.25
6762967948 Two Family Investment (Non-Owner Occupied) Purchase Standard 80.00 6.25
6765740086 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 86.30 6.375
6765782047 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 43.73 6.5
0000000000 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.25
6780846488 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 60.06 6.375
6780955107 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 52.38 6.5
6782380601 Townhouse Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 73.86 6.5
6782927302 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 41.29 6.5
6787499471 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 61.05 5.875
6793374742 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00 6.375
6799912032 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00 6.5
6801217982 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 78.15 6.5
6813386577 PUD Detached Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 58.49 6.375
6818829381 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout LP 54.46 6.5
6824535857 PUD Attached Investment (Non-Owner Occupied) Purchase Standard 90.00 6.5
6825317255 CL Investment (Non-Owner Occupied) Purchase Paper Saver 75.00 6.25
6828680287 Four Family Investment (Non-Owner Occupied) Purchase DU 75.00 6.375
6829799284 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 66.21 6.375
6834052620 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 59.37 6.375
6840181173 Single Family Investment (Non-Owner Occupied) Purchase DU 76.57 5.875
6841648386 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 48.78 6.5
6844825031 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 69.23 6.25
6847352629 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 78.00 6.375
6848387582 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 56.17 6.25
6849603433 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 50.00 6.25
6852217998 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 60.00 6.25
6852496832 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 70.00 6.5
6855239718 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 64.92 6.5
6857420332 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 69.52 6.25
6866581942 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 69.90 6.375
6873198961 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 80.00 6.5
6876287217 CL Investment (Non-Owner Occupied) Purchase LP 78.88 6.375
6883944099 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00 6.25
6889796709 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 60.74 6.5
6892595759 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00 6.5
6898423303 Condo Highrise Investment (Non-Owner Occupied) Purchase DU 79.98 6.25
6902530960 PUD Detached Investment (Non-Owner Occupied) Purchase LP 80.00 6.375
6907026964 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 53.47 6.125
6909658319 CL Investment (Non-Owner Occupied) Purchase Paper Saver 64.51 6
6911831037 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 80.00 6.375
6912513675 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 75.00 6.5
6914457111 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 75.00 6.25
6917042928 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 65.52 6.5
6920935977 Single Family Investment (Non-Owner Occupied) Purchase Wholesale SISA 69.05 6.5
6923998527 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 89.99 6.5
6927561289 Condo Highrise Investment (Non-Owner Occupied) Purchase Paper Saver 74.89 6.25
6932457853 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 58.13 6.25
6934019107 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 23.01 6.5
6937609417 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 61.53 5.75
6937925011 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00 6.5
6944221230 Four Family Investment (Non-Owner Occupied) Purchase DU 65.15 6.5
6947294499 Two Family Investment (Non-Owner Occupied) Purchase DU 70.00 6.25
0000000000 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.31 6.375
6952523378 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 74.00 6.375
6969777900 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 66.66 6.375
6974361740 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 70.73 6.375
6983837086 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.375
6984593274 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 78.26 6.375
6987081061 CL Investment (Non-Owner Occupied) Purchase LP 80.00 6.5
6988669591 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00 6.5
6992637345 Townhouse Investment (Non-Owner Occupied) Purchase DU 80.00 6
6996031784 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 51.01 5.625
6999667923 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 32.64 6.375
6999914101 Townhouse Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 47.43 6
Original First Original Monthly Remaining Scheduled
Loan Principal Payment Maturity Term Payment Current Closing Term Principal
Number Balance ($) Date Date (Months) ($) Due Date Date (months) Balance ($)
--------------------------------------------------------------------------------------------------------------------------------
3303074425 304000 2/1/2006 1/1/2036 360 1798.28 2/1/2006 12/16/2005 359 161928.56
3303225779 385000 12/1/2005 11/1/2035 360 2370.52 3/1/2006 10/31/2005 357 383697.31
3303311447 104300 12/1/2005 11/1/2035 360 625.34 3/1/2006 11/1/2005 357 103337.57
3303423234 147120 3/1/2006 2/1/2036 360 917.84 3/1/2006 1/23/2006 360 147120
3303447134 130000 2/1/2006 1/1/2036 360 800.44 2/1/2006 12/30/2005 359 129876.64
3303462661 108493.75 2/1/2006 1/1/2036 360 641.79 2/1/2006 12/28/2005 359 108383.13
3303496404 128775 2/1/2006 1/1/2036 360 803.39 2/1/2006 12/21/2005 359 128655.73
3303539161 103000 2/1/2006 1/1/2036 360 651.04 2/1/2006 12/27/2005 359 102906.88
3303564425 170000 3/1/2006 2/1/2036 360 1074.52 3/1/2006 1/11/2006 360 170000
3303569465 89824 3/1/2006 2/1/2036 360 567.75 3/1/2006 1/4/2006 360 89824
3303580470 97850 2/1/2006 1/1/2036 360 618.48 2/1/2006 12/30/2005 359 97761.54
3303582369 132412 2/1/2006 1/1/2036 360 836.94 2/1/2006 12/28/2005 359 132292.29
3303589513 111920 3/1/2006 2/1/2036 360 689.12 3/1/2006 1/6/2006 360 111920
3303591154 71070 2/1/2006 1/1/2036 360 443.39 2/1/2006 12/22/2005 359 71002.16
3303592384 100940 3/1/2006 2/1/2036 360 638.01 3/1/2006 1/10/2006 360 100940
3303599686 172301 3/1/2006 2/1/2036 360 1060.89 3/1/2006 1/17/2006 360 172301
3303600914 88000 2/1/2006 1/1/2036 360 534.7 2/1/2006 12/20/2005 359 87914.47
3303624807 65449 3/1/2006 2/1/2036 360 413.69 3/1/2006 1/6/2006 360 65449
3303626661 70651 3/1/2006 2/1/2036 360 440.78 3/1/2006 1/13/2006 360 70651
3303634095 134535 2/1/2006 1/1/2036 360 839.33 2/1/2006 12/22/2005 359 134410.39
3303642460 64577 3/1/2006 2/1/2036 360 397.62 3/1/2006 1/24/2006 360 64577
3303646149 100000 2/1/2006 1/1/2036 360 632.07 3/1/2006 12/27/2005 359 99909.6
3303647378 121600 2/1/2006 1/1/2036 360 758.63 3/1/2006 12/16/2005 359 121487.37
3303647519 103055 2/1/2006 1/1/2036 360 617.87 2/1/2006 12/23/2005 359 102952.41
3303649952 179000 2/1/2006 1/1/2036 360 1058.86 3/1/2006 12/28/2005 359 178817.49
3303651800 220935 3/1/2006 2/1/2036 360 1342.43 3/1/2006 1/5/2006 360 220935
3303653335 71200 3/1/2006 2/1/2036 360 450.04 3/1/2006 1/10/2006 360 71200
3303654242 55920 3/1/2006 2/1/2036 360 344.31 3/1/2006 1/13/2006 360 55920
3303665917 100000 3/1/2006 2/1/2036 360 632.07 3/1/2006 1/3/2006 360 100000
3303667194 94400 2/1/2006 1/1/2036 360 581.24 2/1/2006 12/29/2005 359 94310.43
3303670313 153155 2/1/2006 1/1/2036 360 955.49 2/1/2006 12/28/2005 359 153013.15
3303671022 93000 2/1/2006 1/1/2036 360 565.08 2/1/2006 12/28/2005 359 92909.61
3303671899 309000 3/1/2006 2/1/2036 360 1927.76 3/1/2006 1/6/2006 360 308999
3303672491 57500 3/1/2006 2/1/2036 360 354.04 3/1/2006 1/4/2006 360 57500
3303673275 58400 3/1/2006 2/1/2036 360 359.58 3/1/2006 1/17/2006 360 58400
3303673846 126400 3/1/2006 2/1/2036 360 798.94 3/1/2006 1/12/2006 360 126400
3303676450 94500 3/1/2006 2/1/2036 360 581.86 3/1/2006 1/17/2006 360 94500
3303678449 209800 3/1/2006 2/1/2036 360 1257.86 3/1/2006 1/10/2006 360 209797
3303679819 184197 2/1/2006 1/1/2036 360 1149.15 2/1/2006 12/27/2005 359 184026.4
3303681740 156095 3/1/2006 2/1/2036 360 935.87 3/1/2006 1/3/2006 360 156095
3303684892 127000 3/1/2006 2/1/2036 360 792.32 3/1/2006 1/23/2006 360 127000
3303685444 145230 3/1/2006 2/1/2036 360 859.1 3/1/2006 1/10/2006 360 145230
3303690816 116000 2/1/2006 1/1/2036 360 714.24 2/1/2006 12/28/2005 359 115889.93
3303696474 61800 3/1/2006 2/1/2036 360 385.56 3/1/2006 1/3/2006 360 61800
3303698173 130007 3/1/2006 2/1/2036 360 811.08 3/1/2006 1/19/2006 360 130007
3303698900 192095 3/1/2006 2/1/2036 360 1198.43 3/1/2006 1/18/2006 360 192095
3303700631 250000 3/1/2006 2/1/2036 360 1519.03 3/1/2006 1/10/2006 360 250000
3303702553 77250 3/1/2006 2/1/2036 360 463.16 3/1/2006 1/17/2006 360 77250
3303704906 92000 3/1/2006 2/1/2036 360 544.22 3/1/2006 1/11/2006 360 92000
3303706067 70000 3/1/2006 2/1/2036 360 425.33 3/1/2006 1/9/2006 360 70000
3303707487 152000 3/1/2006 2/1/2036 360 935.9 3/1/2006 1/20/2006 360 152000
3303708337 112000 3/1/2006 2/1/2036 360 698.74 3/1/2006 1/18/2006 360 112000
3303715415 41200 3/1/2006 2/1/2036 360 253.68 3/1/2006 1/13/2006 360 41197
3303716462 159000 3/1/2006 2/1/2036 360 979 3/1/2006 1/17/2006 360 159000
3303716918 210000 3/1/2006 2/1/2036 360 1293.01 3/1/2006 1/17/2006 360 210000
3303717254 135000 3/1/2006 2/1/2036 360 831.22 3/1/2006 1/17/2006 360 135000
3303717486 141000 3/1/2006 2/1/2036 360 868.17 3/1/2006 1/17/2006 360 141000
3303717650 104000 3/1/2006 2/1/2036 360 657.36 3/1/2006 1/19/2006 360 104000
3303717759 155000 3/1/2006 2/1/2036 360 954.37 3/1/2006 1/17/2006 360 155000
3303717957 128432 3/1/2006 2/1/2036 360 790.78 3/1/2006 1/17/2006 360 128432
3303718138 182400 3/1/2006 2/1/2036 360 1152.9 3/1/2006 1/18/2006 360 182400
3303718948 100000 3/1/2006 2/1/2036 360 632.07 3/1/2006 1/18/2006 360 99992
3303720977 136800 3/1/2006 2/1/2036 360 853.46 3/1/2006 1/25/2006 360 136800
3303724813 75000 3/1/2006 2/1/2036 360 449.67 3/1/2006 1/11/2006 360 74992
3303727329 136800 3/1/2006 2/1/2036 360 853.46 3/1/2006 1/25/2006 360 136800
3303727394 136800 3/1/2006 2/1/2036 360 853.46 3/1/2006 1/25/2006 360 136800
3303727451 136800 3/1/2006 2/1/2036 360 853.46 3/1/2006 1/25/2006 360 136800
3303727519 136800 3/1/2006 2/1/2036 360 853.46 3/1/2006 1/25/2006 360 136800
3303729754 116000 3/1/2006 2/1/2036 360 695.48 3/1/2006 1/13/2006 360 116000
3303730331 70157 3/1/2006 2/1/2036 360 431.97 3/1/2006 1/14/2006 360 70157
3303766236 88394 3/1/2006 2/1/2036 360 544.26 3/1/2006 1/13/2006 360 88394
3303775005 105116 3/1/2006 2/1/2036 360 621.81 3/1/2006 1/20/2006 360 105115
3303778009 366799 3/1/2006 2/1/2036 360 2318.42 3/1/2006 1/25/2006 360 366799
6002985718 132000 3/1/2006 2/1/2036 360 834.33 3/1/2006 1/4/2006 360 132000
6008371707 368500 12/1/2005 11/1/2035 360 2150.47 2/1/2006 11/2/2005 357 367340.24
6011144414 583000 3/1/2006 2/1/2036 360 3589.64 3/1/2006 1/23/2006 360 583000
6011520548 77400 2/1/2006 1/1/2036 360 476.57 3/1/2006 12/21/2005 359 77326.55
6023427195 80000 2/1/2006 1/1/2036 360 505.66 2/1/2006 12/22/2005 359 79927.67
6033577153 101500 3/1/2006 2/1/2036 360 641.55 3/1/2006 1/24/2006 360 101500
6036207865 128200 11/1/2005 10/1/2035 360 799.81 2/1/2006 9/12/2005 356 127721.21
6039044109 300000 2/1/2006 1/1/2036 360 1896.21 3/1/2006 12/23/2005 359 299718.3
6045902878 168000 2/1/2006 1/1/2036 360 1061.88 2/1/2006 12/23/2005 359 167848.12
0000000000 272000 2/1/2006 1/1/2036 360 1719.23 2/1/2006 12/28/2005 359 271754.1
6082310605 560000 3/1/2006 2/1/2036 360 3448.02 3/1/2006 1/18/2006 360 560000
6082394179 136000 3/1/2006 2/1/2036 360 848.47 3/1/2006 1/10/2006 360 136000
0000000000 106400 3/1/2006 2/1/2036 360 672.53 3/1/2006 1/6/2006 360 106400
6086345672 355000 3/1/2006 2/1/2036 360 2214.74 3/1/2006 1/11/2006 360 355000
6087916166 195000 3/1/2006 2/1/2036 360 1232.54 3/1/2006 1/11/2006 360 195000
6091662210 138591 3/1/2006 2/1/2036 360 853.33 3/1/2006 1/19/2006 360 138591
0000000000 377600 1/1/2006 12/1/2035 360 2324.95 3/1/2006 11/17/2005 358 376881.57
6099334465 79200 3/1/2006 2/1/2036 360 500.6 3/1/2006 1/20/2006 360 79200
6100753778 369350 1/1/2006 12/1/2035 360 2274.16 4/1/2006 11/14/2005 358 368647.25
6102102172 60400 3/1/2006 2/1/2036 360 357.29 3/1/2006 1/12/2006 360 60400
6102285712 100000 12/1/2005 11/1/2025 240 738.24 2/1/2006 10/3/2005 237 99375.72
6115652999 232000 2/1/2006 1/1/2036 360 1447.38 3/1/2006 12/30/2005 359 231785.12
6123642040 216500 2/1/2006 1/1/2036 360 1333.03 2/1/2006 12/28/2005 359 216294.57
6124549681 75500 3/1/2006 2/1/2036 360 458.75 3/1/2006 1/20/2006 360 75500
6125226602 180000 3/1/2006 2/1/2036 360 1122.97 3/1/2006 1/24/2006 360 180000
0000000000 67000 3/1/2006 2/1/2036 360 418 3/1/2006 1/25/2006 360 67000
6126178042 600000 3/1/2006 2/1/2036 360 3645.67 3/1/2006 1/6/2006 360 600000
0000000000 190700 3/1/2006 2/1/2036 360 1189.72 3/1/2006 1/20/2006 360 190700
6132166387 177000 2/1/2006 1/1/2036 360 1118.77 3/1/2006 12/23/2005 359 176758.75
6138446700 108000 2/1/2006 1/1/2036 360 673.78 3/1/2006 12/30/2005 359 107899.97
6139496720 89356 3/1/2006 2/1/2036 360 557.47 3/1/2006 1/20/2006 360 89356
6142022505 56250 2/1/2006 1/1/2036 360 355.54 2/1/2006 12/20/2005 359 56199.15
6142427381 126400 3/1/2006 2/1/2036 360 798.94 3/1/2006 1/19/2006 360 126400
6143796420 280000 2/1/2006 1/1/2036 360 1769.8 3/1/2006 12/29/2005 359 279746.87
6143987417 88500 2/1/2006 1/1/2036 360 559.39 3/1/2006 1/3/2006 359 88419.99
6145848500 95000 12/1/2005 11/1/2035 360 600.47 2/1/2006 11/1/2005 357 94740.94
6148981704 142800 2/1/2006 1/1/2036 360 890.89 3/1/2006 12/29/2005 359 142667.74
6149932482 64000 3/1/2006 2/1/2036 360 404.53 3/1/2006 1/20/2006 360 64000
6151689376 75000 3/1/2006 2/1/2036 360 449.67 3/1/2006 1/13/2006 360 75000
6156062546 375000 12/1/2005 11/1/2035 360 2339.52 2/1/2006 10/31/2005 357 373952.46
6163069286 83062 3/1/2006 2/1/2036 360 511.43 3/1/2006 1/13/2006 360 83062
6165095594 123120 3/1/2006 2/1/2036 360 768.11 3/1/2006 1/25/2006 360 123120
0000000000 181400 2/1/2006 1/1/2036 360 1131.7 2/1/2006 1/5/2006 359 181231.99
6169209514 108000 2/1/2006 1/1/2036 360 664.98 3/1/2006 12/28/2005 359 107897.52
6170260779 72000 3/1/2006 2/1/2036 360 443.32 3/1/2006 1/19/2006 360 72000
6171115162 117520 3/1/2006 2/1/2036 360 733.18 3/1/2006 1/9/2006 360 117520
6174452539 375000 3/1/2006 2/1/2036 360 2370.26 3/1/2006 1/9/2006 360 375000
6179229668 139500 2/1/2006 1/1/2036 360 870.3 2/1/2006 12/29/2005 359 139370.79
6184588314 136000 3/1/2006 2/1/2036 360 837.38 3/1/2006 1/4/2006 360 133956.97
6187432155 221000 3/1/2006 2/1/2036 360 1396.88 3/1/2006 1/19/2006 360 221000
6188755422 90234 2/1/2006 1/1/2036 360 570.35 2/1/2006 12/29/2005 359 90152.42
6192158464 110500 2/1/2006 1/1/2036 360 698.44 3/1/2006 12/30/2005 359 110400.1
0000000000 163500 2/1/2006 1/1/2036 360 967.17 2/1/2006 12/27/2005 359 163333.3
6197010439 87500 2/1/2006 1/1/2036 360 553.06 3/1/2006 12/30/2005 359 87420.9
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Loan Credit Appraisal Sales
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6996031784 691 452000 0
6999667923 783 919000 0
6999914101 768 336000 0
Loan Count: 331
Scheduled PB
as February 1, 2006: $54,011,938.46
Unpaid PB W/A: $163,178.06
W/A Interest Rate: 6.30%
W/A Remaining Term: 359.5 months
EXHIBIT D-2
MORTGAGE LOAN SCHEDULE
(LOAN GROUP 2)
Bank of America
[LOGO]
BOAALT 2006-02
Group 2:
Mortgage Schedule
Loan Property Loan Doc Original Mortgage Interest
Number Type Occupancy Purpose Type LTV (%) Rate (%)
--------------------------------------------------------------------------------------------------------------------------------
3301445452 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
3302401678 Single Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.5
3302635804 PUD Detached Primary (Owner Occupied) Purchase No Ratio 82.75 5.875
3302712538 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00 6.25
3303011757 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 85.10 6.25
3303030427 Single Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.25
3303166601 CL Primary (Owner Occupied) Purchase Standard 80.00 6.25
3303261493 Single Family Secondary (Owner Occupied) Purchase No Ratio 51.72 6.125
3303402089 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
3303438554 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
3303483196 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
3303498335 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 54.82 5.75
3303515872 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
3303554509 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 49.70 5.875
3303573624 CL Primary (Owner Occupied) Purchase Standard 80.00 6
3303582229 Single Family Primary (Owner Occupied) Purchase Rapid 80.00 6.5
3303591691 PUD Detached Primary (Owner Occupied) Refinance_No_Cash_Out Stated 93.66 6.25
3303597359 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
3303601201 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
3303624922 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.375
3303629079 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 63.08 6.25
3303632313 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 44.76 6.375
3303634103 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00 5.875
3303652303 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 45.42 5.75
3303653897 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
3303669828 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
3303670925 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.375
3303674034 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 47.52 5.75
3303675718 Single Family Primary (Owner Occupied) Purchase Standard 80.00 5.875
3303676526 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 93.15 6.5
3303680320 Single Family Secondary (Owner Occupied) Purchase No Ratio 80.00 6.5
3303680544 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.25
3303684942 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.125
3303685493 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 80.00 6.125
3303688901 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 21.99 5.75
3303695302 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.90 6.375
3303704013 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 55.53 6.375
3303704179 Two Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 41.60 6.375
3303705572 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00 5.75
3303709228 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.25
3303717718 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
3303719771 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 50.27 6.375
3303738086 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
3303739167 Two Family Primary (Owner Occupied) Purchase No Ratio 61.50 6.25
3303739308 Two Family Primary (Owner Occupied) Purchase No Ratio 68.41 6.25
3303749885 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 41.19 6.5
3303775211 PUD Detached Primary (Owner Occupied) Purchase Rapid 79.79 6.125
3303780369 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 39.00 5.5
0000000000 CL Primary (Owner Occupied) Purchase Standard 80.00 6.25
6003316392 Single Family Primary (Owner Occupied) Purchase Stated 80.00 6.25
6004700867 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00 6.25
6009069862 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.25
6009096915 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.375
0000000000 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Standard 80.00 6.25
6013490385 Single Family Primary (Owner Occupied) Purchase Stated 74.75 6.25
6013730947 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00 6.25
6014087180 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
6019835724 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 36.14 6.5
6021050478 Condo Highrise Secondary (Owner Occupied) Purchase Standard 80.00 6.25
6021295842 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Standard 79.45 6.5
6028156369 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 55.51 6.5
6028240643 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.25
6031573402 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
0000000000 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00 6.5
6033916237 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6034119732 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 72.34 6.25
6037251870 Single Family Secondary (Owner Occupied) Purchase Stated 80.00 6.25
6038811037 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 80.00 6.25
0000000000 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.125
6044319140 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 74.40 6.25
6048792797 Single Family Primary (Owner Occupied) Purchase Stated 80.00 6.25
6048811050 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 31.17 6.25
6049602201 Single Family Primary (Owner Occupied) Purchase Stated 90.00 6.125
6050541330 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00 6.25
0000000000 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.25
0000000000 CL Primary (Owner Occupied) Purchase Standard 80.00 6
6055631714 Single Family Primary (Owner Occupied) Purchase Stated 94.11 6.375
6056932640 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 78.86 6.375
6057477967 Two Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 80.00 6.125
6063072976 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6068075750 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.125
6074087823 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
0000000000 Single Family Primary (Owner Occupied) Purchase Standard 80.00 5.875
6074598928 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.25
6075814860 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.125
6076834362 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
6079830896 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 41.86 6.25
6080476556 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
6080764829 CL Secondary (Owner Occupied) Purchase Stated 74.99 6.5
6083682580 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.25
6083761111 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 86.02 6.5
6087077530 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
6092330924 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6095797228 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 69.84 6.25
6097953365 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 69.58 5.875
0000000000 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 49.94 6.25
6104138471 PUD Attached Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00 6.125
6104634529 PUD Attached Primary (Owner Occupied) Purchase Standard 80.00 6.5
6108305209 Single Family Primary (Owner Occupied) Purchase Stated 58.82 6.125
6110655971 Single Family Primary (Owner Occupied) Purchase DU 79.99 6.5
6112615064 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.125
6112859530 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6112941577 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.5
6117062197 Single Family Secondary (Owner Occupied) Purchase Stated 63.63 6.5
0000000000 Single Family Primary (Owner Occupied) Purchase Stated 80.00 6.375
6123484641 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6125414588 CL Primary (Owner Occupied) Purchase Standard 80.00 6.375
6126288247 Single Family Primary (Owner Occupied) Purchase No Ratio 44.24 5.875
6126686184 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.25
6127876875 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 79.68 6.125
6130397943 Single Family Primary (Owner Occupied) Purchase Standard 80.00 5.75
6134397816 PUD Attached Primary (Owner Occupied) Purchase DU 80.00 6.5
6135756127 Two Family Primary (Owner Occupied) Purchase No Ratio 76.92 5.875
6141844586 Townhouse Primary (Owner Occupied) Refinance_Equity_Takeout Stated 57.89 6.375
6143781919 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6148162388 CL Primary (Owner Occupied) Refinance_Equity_Takeout Stated 79.05 6.375
6148719229 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.00 5.875
6155175976 Condo Highrise Primary (Owner Occupied) Purchase Standard 80.00 6.25
6156567031 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.5
6163857821 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00 6.25
6170046335 CL Primary (Owner Occupied) Refinance_No_Cash_Out Stated 87.14 6.375
6173291813 PUD Detached Primary (Owner Occupied) Refinance_No_Cash_Out Stated 76.45 6.5
0000000000 Single Family Primary (Owner Occupied) Purchase Stated 79.86 6.25
6174599172 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.375
6175583712 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
6176719067 CL Primary (Owner Occupied) Purchase Standard 80.00 6.375
6177593784 PUD Detached Primary (Owner Occupied) Purchase No Ratio 66.85 6.375
6177731954 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.00 6.5
6181999837 CL Secondary (Owner Occupied) Purchase Standard 66.66 5.875
6182746658 Single Family Primary (Owner Occupied) Purchase DU 79.99 6.125
6182828423 Single Family Primary (Owner Occupied) Purchase Standard 79.99 5.875
6183357745 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.25
6189599647 Single Family Primary (Owner Occupied) Purchase Standard 79.97 6.375
6190550233 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.25
6191146577 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00 6.375
6192825500 Single Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.375
6194846652 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout No Ratio 63.48 6.5
6199035434 Single Family Primary (Owner Occupied) Purchase Standard 75.90 6.5
6199566321 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00 6.125
6202045941 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 33.52 6.25
6204735663 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.25
6205355842 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00 6.25
6210272156 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00 6.25
6215226082 Condo Highrise Primary (Owner Occupied) Purchase Standard 80.00 6.375
6219188502 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.25
0000000000 Single Family Primary (Owner Occupied) Purchase Stated 80.00 6.125
6221303578 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.25
6226156161 PUD Detached Primary (Owner Occupied) Purchase DU 80.00 6.5
0000000000 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.25
6231074094 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6231644748 Single Family Primary (Owner Occupied) Purchase Standard 80.00 5.875
6235349708 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.25
6237785958 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.5
6238679937 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 69.87 6.375
6242676085 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00 6.5
6248063833 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.125
6251509458 Single Family Primary (Owner Occupied) Purchase Standard 79.99 6.375
6252255614 CL Primary (Owner Occupied) Purchase Standard 80.00 6.5
6258785978 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00 6.25
6259630827 Single Family Primary (Owner Occupied) Purchase Stated 80.00 6.25
6261466699 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.375
0000000000 Single Family Primary (Owner Occupied) Construction_Permanent Stated 66.98 6.375
0000000000 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6270891549 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.5
6274294336 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.5
6275689302 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00 5.875
6277787641 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.25
6279801358 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6285085632 PUD Detached Primary (Owner Occupied) Purchase Standard 75.83 6.5
6286148009 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.125
6292047104 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.25
6298164572 Townhouse Primary (Owner Occupied) Purchase DU 80.00 6.25
6303462128 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.375
6304070847 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00 6.5
6304371757 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.375
6306021491 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.125
6306327617 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 60.00 6.25
0000000000 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
6310369951 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 74.00 6.375
6311537994 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 64.22 5.75
0000000000 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 66.66 6
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6448736055 Single Family Primary (Owner Occupied) Purchase Standard 103.0 6.125
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6827365823 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6830768633 Single Family Primary (Owner Occupied) Purchase Standard 58.33 6.375
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6844561842 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 24.07 6.5
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6851767720 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
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6852977997 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 69.56 6
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6863270754 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 79.28 6.5
6865665431 Single Family Primary (Owner Occupied) Purchase Standard 80.00 5.875
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6868413573 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6868997880 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
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6881621673 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6
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6886052312 Single Family Primary (Owner Occupied) Purchase Stated 75.00 6.375
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6894504221 Single Family Primary (Owner Occupied) Purchase Stated 80.00 6.5
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6903429238 Single Family Primary (Owner Occupied) Purchase Standard 80.00 5.875
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6911950696 Single Family Primary (Owner Occupied) Purchase Stated 90.00 6.375
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6930406555 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 74.13 6.5
6930708083 Two Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 77.72 6.125
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6938974059 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 77.85 6.375
6939532476 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.25
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6941134212 Single Family Primary (Owner Occupied) Purchase Stated 56.89 6.5
6945636873 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6
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6959770949 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 69.98 6.375
6962514656 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.125
6964793464 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.375
6966093863 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00 5.875
6966989961 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6969427365 PUD Detached Primary (Owner Occupied) Purchase DU 80.00 6.125
6970952526 Single Family Primary (Owner Occupied) Purchase Stated 79.33 5.875
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6971684722 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6975685865 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
6980198698 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 80.00 6.125
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6983823581 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 75.44 6.375
6987716856 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.125
6991951945 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6
6992040920 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 61.48 6.5
6996386386 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
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6997699852 Single Family Primary (Owner Occupied) Purchase Standard 100.0 6.375
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Original
Loan Principal First Payment Maturity Original Monthly Current Closing Remaining
Number Balance ($) Date Date Term (Months) Payment ($) Due Date Date Term (Months)
--------------------------------------------------------------------------------------------------------------------------
3301445452 413652 12/1/2005 11/1/2035 360 2580.66 2/1/2006 10/25/2005 357
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6911950696 178034.95 767 198000 198000
6913408347 144000 757 182000 180000
6919701463 383950.18 780 545000 481250
6920488316 164647.36 760 208000 206000
6923321621 112400 687 140900 140500
6924169987 124681.58 788 176000 156000
6925924489 417000 690 610000 0
6927805397 136000 681 170000 0
6930406555 341000 733 460000 0
6930708083 171000 694 220000 0
6933744762 131880.67 710 169000 165000
6937668397 35965.84 733 45000 45000
6938974059 217758.09 702 280000 0
6939532476 164800 755 206000 206000
6940982306 65539.24 691 90000 82000
6941134212 330000 670 600000 580000
6945636873 127200 731 159000 159000
6949013574 129600 747 166000 162000
6949590621 119600 779 195000 0
6953506422 363173.32 712 550000 0
6954919640 363100 759 479000 0
6959770949 133206.3 746 192000 0
6962514656 119883.36 764 164500 150000
6964793464 140000 659 177000 175000
6966093863 124672.76 733 156000 156950
6966989961 388000 753 530000 485000
6969427365 122219.03 760 155000 153000
6970952526 382819.71 691 485000 484000
6971103798 108299.6 712 145000 135500
6971684722 138320 667 174000 172900
6975685865 121200 752 155000 151500
6980198698 312800 683 391000 0
6980477803 398512.53 683 500000 500000
6983823581 339500 715 450000 0
6987716856 157979.3 804 198000 198000
6991951945 367264.93 754 475000 460000
6992040920 192489.69 716 313700 0
6996386386 149600 800 187000 187000
6996888472 277000 682 670000 0
6997699852 44000 815 60000 44000
6999575712 163980 685 208000 204976
Loan Count: 496
Scheduled PB
as February 1, 2006: $95,366,148.84
Unpaid PB W/A: $192,270.46
W/A Interest Rate: 6.27%
W/A Remaining Term: 356.3 months
EXHIBIT D-3
MORTGAGE LOAN SCHEDULE
(LOAN GROUP 3)
Bank of America
[LOGO]
BOAALT 2006-02
Group 3:
Mortgage Schedule
Loan Property Loan Doc Original
Number Type Occupancy Purpose Type LTV (%)
--------------------------------------------------------------------------------------------------------------------
3302545110 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 52.06
3303077568 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303237048 CL Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303413714 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 41.33
3303421345 Two Family Investment (Non-Owner Occupied) Purchase Standard 90.00
3303452548 PUD Detached Investment (Non-Owner Occupied) Purchase Standard 57.88
3303456895 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 86.59
3303463545 CL Investment (Non-Owner Occupied) Purchase Standard 80.00
3303467389 CL Investment (Non-Owner Occupied) Purchase Standard 80.00
3303491751 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 52.07
3303532885 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 68.06
3303534881 PUD Attached Investment (Non-Owner Occupied) Purchase Standard 45.45
3303537579 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 74.99
3303542751 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 69.82
3303561439 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 49.54
3303567824 Condo Highrise Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 53.69
3303568095 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 57.67
3303569903 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 78.57
3303571750 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 66.47
3303577245 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303589026 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303590297 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 51.83
3303593929 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 66.20
3303593937 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303597813 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303603124 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 38.54
3303605160 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303605962 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 47.78
3303606838 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 62.42
3303609402 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
3303609618 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 74.07
3303609915 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303612828 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 48.07
3303616761 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 60.68
3303618023 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
3303618064 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 62.37
3303619815 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 12.17
3303628394 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 70.00
3303629376 CL Investment (Non-Owner Occupied) Purchase Paper Saver 76.92
3303629558 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 79.99
3303637494 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303638187 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 80.00
3303638435 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303639961 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 63.63
3303640688 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 67.48
3303643542 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303643799 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 44.98
3303646982 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 63.02
3303647154 PUD Attached Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 56.42
3303647444 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.00
3303647675 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 69.62
3303651909 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303655405 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 59.00
3303656478 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 39.28
3303657393 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 76.00
3303659712 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 89.00
3303659969 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 28.47
3303660785 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 55.19
3303663664 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
3303664894 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 80.00
3303666667 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303667491 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 34.13
3303667939 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 62.34
3303670156 Townhouse Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 80.00
3303672103 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 42.94
3303674166 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 44.78
3303675155 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 84.30
3303675635 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 69.78
3303676955 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 41.10
3303678811 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
3303679272 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303680346 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
3303680791 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303681013 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 63.89
3303681476 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 78.47
3303681898 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303682565 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 80.00
3303684447 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
3303686020 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 70.00
3303686145 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 16.83
3303686368 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 62.55
3303687911 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
3303691483 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 76.47
3303691905 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303693364 CL Investment (Non-Owner Occupied) Purchase Paper Saver 58.13
3303694354 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303694909 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 22.75
3303695401 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 30.42
3303696425 Three Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 24.27
3303697241 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 78.24
3303697860 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 66.66
3303698314 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303699452 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
3303699478 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 74.23
3303700474 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 67.45
3303700912 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 74.34
3303701738 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
3303703338 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 78.47
3303705465 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303705648 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303706125 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 54.86
3303706323 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303707933 Two Family Investment (Non-Owner Occupied) Purchase Standard 80.00
3303709723 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303710978 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 74.07
3303711323 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 51.73
3303719854 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303723096 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 69.94
3303723245 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 67.69
3303723526 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 47.40
3303735132 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 48.49
3303736502 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
3303750214 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 32.77
3303756294 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 25.57
3303765295 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 64.72
3303767614 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 61.72
3303767630 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 77.03
3303777969 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 74.63
3303778728 CL Investment (Non-Owner Occupied) Purchase Paper Saver 81.35
3303788941 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 10.20
6000731346 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6001295259 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6002425087 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6003369912 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 77.84
6005951220 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 67.98
6013205957 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 69.76
6016071455 Two Family Investment (Non-Owner Occupied) Purchase Stated 57.89
6016208917 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 77.31
6018020161 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 69.91
6021995540 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6023864389 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 77.88
6027630117 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6028560727 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 46.66
6028567516 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 90.00
6028972765 PUD Detached Investment (Non-Owner Occupied) Purchase DU 79.98
6029648380 CL Investment (Non-Owner Occupied) Purchase Wholesale SISA 75.00
6033367068 Two Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6033580132 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 28.57
6034902533 Four Family Investment (Non-Owner Occupied) Purchase Standard 3.949
6037027098 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 80.00
6037523542 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6038892540 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6039943243 Single Family Investment (Non-Owner Occupied) Purchase Wholesale SISA 75.00
6042622636 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6043113007 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6046718257 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 65.00
6047411381 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 33.54
6051336946 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 75.76
6055421223 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 59.95
6058522142 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6066206498 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6066703262 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6069022769 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 80.00
6070052805 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6070143034 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6070812042 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 73.62
6072835587 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 30.60
6072893123 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6074840262 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6077511407 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6086375158 CL Investment (Non-Owner Occupied) Purchase Paper Saver 89.99
6086465272 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 55.30
6095727647 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 64.00
6096930406 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 60.34
6103050628 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6103124019 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 29.46
6104756520 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6106316554 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6106659011 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6107204726 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 67.02
6109549953 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 70.19
6109747599 CL Investment (Non-Owner Occupied) Purchase Paper Saver 89.99
6111881477 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 34.93
6115438753 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout LP 80.00
6117012317 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6121522285 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6122759340 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.90
6122975250 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 79.43
6123625334 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 79.95
6125427838 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 36.93
6125552148 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 79.84
6128043962 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6128744502 Two Family Investment (Non-Owner Occupied) Purchase DU 70.00
6131656834 CL Investment (Non-Owner Occupied) Purchase Paper Saver 89.99
6132278638 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6132684926 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 42.49
6132807766 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out LP 80.00
6133068079 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 89.99
6133534054 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6133903358 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6135662713 Condo Highrise Investment (Non-Owner Occupied) Purchase Stated 80.00
6136725733 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 69.99
6139675349 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 70.00
6140238897 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 35.89
6140694396 Four Family Investment (Non-Owner Occupied) Purchase Standard 37.50
6143840913 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 80.00
6145434897 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6147337106 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6148265090 Townhouse Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 64.94
6150090345 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 79.48
6156524602 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 61.23
6157456556 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 55.16
6159218665 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6159555017 Single Family Investment (Non-Owner Occupied) Purchase Standard 76.27
6160942071 CL Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6162300427 Two Family Investment (Non-Owner Occupied) Purchase Standard 32.13
6162644063 Four Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 75.00
6170090481 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6171849117 PUD Detached Investment (Non-Owner Occupied) Purchase Standard 80.00
6172709419 Four Family Investment (Non-Owner Occupied) Purchase DU 75.00
6173331296 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 80.00
6174364148 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6174615184 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 73.97
6175206314 CL Investment (Non-Owner Occupied) Purchase Paper Saver 89.99
6177796650 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6179833741 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 87.30
6181042265 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 80.00
6183925301 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6187515975 Single Family Investment (Non-Owner Occupied) Purchase Standard 74.25
6190839610 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6191498762 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 54.28
6192043278 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 75.00
6193720817 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 72.99
6194759723 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 62.72
6195079972 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 64.00
6199108686 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6200535943 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 75.00
6205365304 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 89.99
6205837526 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6208108099 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6211072290 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6216114691 Single Family Investment (Non-Owner Occupied) Purchase Standard 74.98
6219430581 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6220729757 Four Family Investment (Non-Owner Occupied) Purchase Stated 75.00
6222861475 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 69.32
6225313896 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6226353776 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6229445645 CL Investment (Non-Owner Occupied) Purchase Standard 78.30
6231408417 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6233883401 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 74.13
6237388621 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 67.87
6239612895 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6240030178 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6241619359 Two Family Investment (Non-Owner Occupied) Purchase Stated 79.99
6242014519 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 75.00
6244324155 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6246643263 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 80.00
6247867333 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6248198811 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6248484187 Single Family Investment (Non-Owner Occupied) Purchase Stated 74.98
6248603794 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6249886307 Three Family Investment (Non-Owner Occupied) Purchase Standard 75.00
6250518617 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 54.16
6252753105 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 58.00
6253080151 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 75.40
6253453127 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 67.96
6253868746 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6254201459 Single Family Investment (Non-Owner Occupied) Purchase DU 70.00
6255498880 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 61.60
6255688506 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6256186666 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 73.84
6259403423 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6260397416 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 70.00
6261156225 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 31.30
6264235901 CL Investment (Non-Owner Occupied) Purchase DU 80.00
6269398274 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 33.81
6269830169 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6271999440 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6275311030 Single Family Investment (Non-Owner Occupied) Purchase No Ratio 75.00
6276725832 Four Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 32.08
6276781009 Two Family Investment (Non-Owner Occupied) Purchase DU 80.00
6277801780 CL Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6277807431 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6277984446 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6280140721 PUD Detached Investment (Non-Owner Occupied) Purchase Stated 80.00
6281787165 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 66.66
6282050621 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6283574157 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 70.00
6284087621 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6287866328 CL Investment (Non-Owner Occupied) Purchase Stated 80.00
6289863323 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 84.73
6290271052 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 80.00
6290360913 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 61.53
6291208566 PUD Attached Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 60.21
6291557541 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6292007934 Condo Highrise Investment (Non-Owner Occupied) Purchase Paper Saver 25.31
6294480055 Four Family Investment (Non-Owner Occupied) Purchase Standard 75.00
6296889733 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 61.58
6303640996 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6304076638 Two Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6306157139 PUD Detached Investment (Non-Owner Occupied) Purchase Stated 80.00
6307355237 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 49.38
6308602215 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6314894061 Single Family Investment (Non-Owner Occupied) Purchase Stated 70.00
6316809810 PUD Detached Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 53.43
6318086649 Two Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6318771893 Condo Highrise Investment (Non-Owner Occupied) Purchase DU 72.15
6320206763 CL Investment (Non-Owner Occupied) Purchase Paper Saver 89.99
6325637830 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 72.94
6326982110 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 4.617
6327185796 Two Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6328805731 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6329666116 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6336360836 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6339658483 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 79.99
6340116950 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6340329348 Two Family Investment (Non-Owner Occupied) Purchase DU 80.00
6340346540 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 63.00
6345848896 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6346047886 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 80.00
6347631571 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6348576734 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 70.00
6349442621 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6349623089 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6350998297 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 69.79
6355154458 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6355887016 PUD Detached Investment (Non-Owner Occupied) Purchase Stated 80.00
6357376588 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 53.58
6357909818 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6358977764 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6362432822 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6364614625 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 47.80
6365176962 Single Family Investment (Non-Owner Occupied) Purchase DU 74.97
6370625516 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 71.00
6375579502 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6376064470 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 24.00
6377727190 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.90
6378152935 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6380739216 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6380958949 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6385160681 Townhouse Investment (Non-Owner Occupied) Purchase Stated 80.00
6386553397 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6386584707 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6388249846 PUD Attached Investment (Non-Owner Occupied) Purchase DU 89.94
6388455773 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6389121705 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 79.71
6400080955 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6402532011 Townhouse Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 57.05
6406032695 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6406439163 Single Family Investment (Non-Owner Occupied) Purchase No Ratio 75.00
6407600151 PUD Attached Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 79.16
6408149059 PUD Attached Investment (Non-Owner Occupied) Purchase Stated 80.00
6413989382 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6414836806 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6416132543 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 72.84
6418152044 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.00
6419741803 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6419905465 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 57.61
6420485408 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6422044716 CL Investment (Non-Owner Occupied) Purchase Stated 77.66
6423941530 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 89.99
6424429030 Four Family Investment (Non-Owner Occupied) Purchase Standard 75.00
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6431146999 Single Family Investment (Non-Owner Occupied) Purchase DU 42.75
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6436736224 Townhouse Investment (Non-Owner Occupied) Purchase DU 80.00
6437507731 Three Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 73.85
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6443844748 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
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6446503754 Two Family Investment (Non-Owner Occupied) Purchase Stated 75.00
6448605565 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6452336743 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 16.87
6457095104 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6458229462 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6458768808 Single Family Investment (Non-Owner Occupied) Purchase LP 80.00
6460369603 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6461867951 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6462592327 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 66.00
6463079217 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6467622780 Two Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6470157196 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 59.95
6470625978 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 70.00
6472584678 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 80.00
6474468417 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 58.69
6477265117 Single Family Investment (Non-Owner Occupied) Purchase Stated 70.00
6480435038 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 63.26
6481591326 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6483606916 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6484486664 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 72.88
6485052069 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6485922279 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6487821917 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6489572567 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 48.27
6490040034 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6491137326 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.44
6491671928 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
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6497196532 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
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6498696753 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
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6502098095 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 89.70
6506907333 Single Family Investment (Non-Owner Occupied) Purchase DU 77.27
6509515752 CL Investment (Non-Owner Occupied) Purchase Wholesale SISA 75.00
6509904667 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 76.92
6510019455 CL Investment (Non-Owner Occupied) Purchase Paper Saver 54.16
6513573938 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 63.83
6522457776 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6526631301 Four Family Investment (Non-Owner Occupied) Purchase Stated 52.38
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6527886490 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6530767547 Single Family Investment (Non-Owner Occupied) Purchase Stated 47.42
6532462899 Four Family Investment (Non-Owner Occupied) Purchase Standard 75.00
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6536546127 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 75.00
6539982170 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 80.00
6540556427 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6542396608 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6543140740 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 56.86
6545432285 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 79.45
6546543056 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6546761377 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6549030283 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 54.08
6550878679 CL Investment (Non-Owner Occupied) Purchase Standard 80.00
6551213876 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6551375253 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6555099966 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 77.00
6555418372 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6557436976 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 90.00
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6571598314 PUD Detached Investment (Non-Owner Occupied) Purchase Stated 80.00
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6576845934 CL Investment (Non-Owner Occupied) Purchase Stated 49.97
6578972975 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 27.01
6582922933 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 64.04
6582993264 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6584472721 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 72.22
6584490897 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 74.59
6584625278 Four Family Investment (Non-Owner Occupied) Purchase DU 75.00
6584716473 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 47.72
6586811850 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6588410081 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6590805583 LC Investment (Non-Owner Occupied) Purchase Standard 80.00
6590962723 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 31.08
6591328338 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6594154772 Single Family Investment (Non-Owner Occupied) Purchase DU 77.77
6598100425 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6599280804 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 64.28
6603146967 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 38.86
6605377495 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6610738756 PUD Attached Investment (Non-Owner Occupied) Purchase DU 65.78
6611249175 PUD Detached Investment (Non-Owner Occupied) Purchase Stated 80.00
6614015896 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6614207121 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6617176117 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6617302275 CL Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6618651407 CL Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6620256690 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 79.89
6620713583 PUD Attached Investment (Non-Owner Occupied) Purchase Wholesale SISA 51.26
6621982518 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 48.64
6624040173 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6625429151 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6627215020 Townhouse Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6627943605 Townhouse Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6629721231 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 61.71
6630837679 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6632537962 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 74.35
6634516196 CL Investment (Non-Owner Occupied) Purchase DU 88.00
6636435015 Four Family Investment (Non-Owner Occupied) Purchase Standard 75.00
6636613017 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 52.69
6648534037 Three Family Investment (Non-Owner Occupied) Purchase Standard 75.00
6650859728 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6651222223 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6656985485 Single Family Investment (Non-Owner Occupied) Purchase DU 79.99
6657836497 CL Investment (Non-Owner Occupied) Purchase DU 75.00
6658012874 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 62.40
6659235896 Single Family Investment (Non-Owner Occupied) Purchase DU 75.00
6664848352 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6669204684 Condo Highrise Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6669541457 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6679267317 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6680859557 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6680882252 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6681939838 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6682131906 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6682907933 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6685240118 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6686517423 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6686886208 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6690332470 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 80.00
6691363433 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
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6695717410 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 60.63
6698145874 Four Family Investment (Non-Owner Occupied) Purchase Standard 68.08
6699312325 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 67.07
6699541972 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 79.23
6701606243 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.23
6705634944 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.90
6707164387 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 44.39
6708969388 Townhouse Investment (Non-Owner Occupied) Purchase DU 80.00
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6719627637 CL Investment (Non-Owner Occupied) Purchase Standard 66.66
6720847943 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 72.94
6722814610 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 58.00
6723227077 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6723350176 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
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6741221482 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
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6743587856 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6743764844 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6746117156 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 90.00
6747710603 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 70.20
6751345726 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 74.44
6755924807 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6758002874 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 75.00
6758427345 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6762028766 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6763267058 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 80.00
6764119183 CL Investment (Non-Owner Occupied) Purchase Stated 80.00
6765981458 Four Family Investment (Non-Owner Occupied) Purchase Standard 42.52
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6766657156 Four Family Investment (Non-Owner Occupied) Purchase Standard 75.00
6769481794 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6773690463 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6777248250 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6781043705 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 66.11
6788732490 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6789009724 Single Family Investment (Non-Owner Occupied) Purchase DU 72.60
6790104761 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 69.96
6790189796 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6791143651 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 66.66
6793999860 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 90.00
6794375821 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
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6799749012 Single Family Investment (Non-Owner Occupied) Purchase LP 80.00
6804314752 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 79.70
6804944079 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
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6807816118 Single Family Investment (Non-Owner Occupied) Purchase No Ratio 70.00
6808885567 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 70.00
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6812571732 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 60.12
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6825583542 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6827190023 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6828519865 Four Family Investment (Non-Owner Occupied) Purchase No Ratio 65.00
6829784989 CL Investment (Non-Owner Occupied) Purchase Standard 78.17
6830356819 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 45.32
6833083568 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6834401629 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6836462181 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 70.00
6837820171 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6839382642 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6843169084 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6845436309 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6846873328 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 64.18
6848693666 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6849091381 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 80.00
6849194003 LC Investment (Non-Owner Occupied) Purchase Standard 80.00
6849606295 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 89.99
6850668788 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 53.37
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6853681259 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 75.00
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6854524441 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 69.79
6862748263 CL Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
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6866526749 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 80.00
6869259397 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6872664930 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6872810590 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6873310871 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6873412040 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6873694670 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6880474975 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6893092103 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6894253555 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6894893715 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 36.36
6894989927 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 71.29
6896862585 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6905700230 Condo Highrise Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 75.00
6907096405 Single Family Investment (Non-Owner Occupied) Purchase Standard 70.00
6909490267 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 79.99
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6910127502 HC Investment (Non-Owner Occupied) Purchase Standard 75.00
6910291175 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 38.09
6911076872 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6912662498 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 62.33
6918129468 Condo Highrise Investment (Non-Owner Occupied) Purchase Stated 80.00
6921164916 Single Family Investment (Non-Owner Occupied) Purchase LP 89.94
6924771329 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6926433340 CL Investment (Non-Owner Occupied) Purchase DU 80.00
6930177529 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6930614406 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 52.46
6935767894 Four Family Investment (Non-Owner Occupied) Purchase Standard 55.00
6939671498 Four Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 53.27
6943515707 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 80.00
6947299639 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 55.33
6947504350 Single Family Investment (Non-Owner Occupied) Purchase LP 90.00
6950270444 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6952439088 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6954593114 Single Family Investment (Non-Owner Occupied) Purchase Standard 76.84
6957568881 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6961158364 CL Investment (Non-Owner Occupied) Purchase Stated 79.99
6962410574 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6962587603 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6963065567 CL Investment (Non-Owner Occupied) Purchase DU 65.98
6968878345 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 36.83
6970942105 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6973367623 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6975361251 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6975362614 PUD Detached Investment (Non-Owner Occupied) Purchase Standard 80.00
6976109584 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 52.00
6976234259 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6976582384 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6977981635 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6978507215 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6982428044 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 56.70
6984477478 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 62.59
6994266549 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6994584313 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.00
6999433441 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 62.76
6999504761 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 70.00
Original
Loan Mortgage Interest Principal First Payment Maturity Original Monthly Current Closing
Number Rate (%) Balance ($) Date Date Term (Months) Payment ($) Due Date Date
------------------------------------------------------------------------------------------------------------------------------
3302545110 6.75 112295 3/1/2006 2/1/2036 360 728.35 3/1/2006 1/11/2006
3303077568 6.75 337220 2/1/2006 1/1/2036 360 2187.21 2/1/2006 12/27/2005
3303237048 6.75 91341 3/1/2006 2/1/2036 360 592.44 3/1/2006 1/3/2006
3303413714 6.625 77250 2/1/2006 1/1/2036 360 494.65 2/1/2006 12/8/2005
3303421345 6.75 56250 2/1/2006 1/1/2031 300 388.64 2/1/2006 12/9/2005
3303452548 6.625 94930 2/1/2006 1/1/2036 360 607.85 2/1/2006 12/28/2005
3303456895 6.625 160200 1/1/2006 12/1/2035 360 1025.78 2/1/2006 11/23/2005
3303463545 6.75 100000 3/1/2006 2/1/2036 360 648.6 3/1/2006 1/13/2006
3303467389 6.75 61520 2/1/2006 1/1/2036 360 399.02 3/1/2006 12/16/2005
3303491751 6.875 163000 2/1/2006 1/1/2036 360 1070.8 3/1/2006 12/30/2005
3303532885 6.75 85078 3/1/2006 2/1/2036 360 551.82 3/1/2006 1/15/2006
3303534881 6.625 85000 3/1/2006 2/1/2036 360 544.27 3/1/2006 1/3/2006
3303537579 6.75 183742 3/1/2006 2/1/2036 360 1191.75 3/1/2006 1/12/2006
3303542751 6.75 160602 2/1/2006 1/1/2036 360 1041.67 2/1/2006 12/29/2005
3303561439 6.875 78280 3/1/2006 2/1/2036 360 514.25 3/1/2006 1/4/2006
3303567824 6.75 142289.89 2/1/2006 1/1/2036 360 922.89 2/1/2006 12/28/2005
3303568095 6.75 83625 3/1/2006 2/1/2036 360 542.4 3/1/2006 1/3/2006
3303569903 6.875 176000 2/1/2006 1/1/2036 360 1156.2 2/1/2006 12/30/2005
3303571750 6.75 113000 2/1/2006 1/1/2036 360 732.92 2/1/2006 12/30/2005
3303577245 7.125 225600 3/1/2006 2/1/2036 360 1519.91 3/1/2006 1/4/2006
3303589026 7 68800 2/1/2006 1/1/2036 360 457.73 2/1/2006 12/29/2005
3303590297 6.75 176250 2/1/2006 1/1/2036 360 1143.16 2/1/2006 12/28/2005
3303593929 6.625 48332.75 3/1/2006 2/1/2036 360 309.48 3/1/2006 1/5/2006
3303593937 6.625 81000 2/1/2006 1/1/2036 360 518.66 2/1/2006 12/28/2005
3303597813 6.75 180000 2/1/2006 1/1/2036 360 1167.48 3/1/2006 12/30/2005
3303603124 6.75 100219 3/1/2006 2/1/2036 360 650.02 3/1/2006 1/11/2006
3303605160 7.125 50400 3/1/2006 2/1/2036 360 339.56 3/1/2006 1/4/2006
3303605962 6.875 92700 3/1/2006 2/1/2031 300 647.82 3/1/2006 1/3/2006
3303606838 7.125 73660 3/1/2006 2/1/2036 360 496.27 3/1/2006 1/3/2006
3303609402 6.625 76500 2/1/2006 1/1/2036 360 489.84 2/1/2006 12/19/2005
3303609618 6.75 100000 3/1/2006 2/1/2036 360 648.6 3/1/2006 1/3/2006
3303609915 7.125 54000 3/1/2006 2/1/2036 360 363.81 3/1/2006 1/23/2006
3303612828 6.75 91335 2/1/2006 1/1/2036 360 592.4 2/1/2006 12/23/2005
3303616761 6.875 83000 2/1/2006 1/1/2031 300 580.03 3/1/2006 12/21/2005
3303618023 7 136000 2/1/2006 1/1/2036 360 904.82 2/1/2006 12/19/2005
3303618064 6.75 112270 2/1/2006 1/1/2036 360 728.19 3/1/2006 12/22/2005
3303619815 6.625 47500 2/1/2006 1/1/2031 300 324.45 2/1/2006 12/21/2005
3303628394 6.75 49000 2/1/2006 1/1/2036 360 317.82 2/1/2006 12/27/2005
3303629376 6.875 50000 3/1/2006 2/1/2036 360 328.47 3/1/2006 1/23/2006
3303629558 6.875 250386 2/1/2006 1/1/2036 360 1644.86 2/1/2006 12/21/2005
3303637494 6.875 135156 3/1/2006 2/1/2036 360 887.88 3/1/2006 1/23/2006
3303638187 7 44000 3/1/2006 2/1/2036 360 292.74 3/1/2006 1/23/2006
3303638435 7 75200 2/1/2006 1/1/2036 360 500.31 2/1/2006 12/30/2005
3303639961 6.75 77000 3/1/2006 2/1/2036 360 499.43 3/1/2006 1/17/2006
3303640688 6.875 39140 3/1/2006 2/1/2036 360 257.13 3/1/2006 1/11/2006
3303643542 7.125 125100 2/1/2006 1/1/2036 360 842.83 2/1/2006 12/27/2005
3303643799 6.75 72100 2/1/2006 1/1/2036 360 467.64 2/1/2006 12/22/2005
3303646982 6.75 208600 3/1/2006 2/1/2036 360 1352.98 3/1/2006 1/17/2006
3303647154 6.75 209350 3/1/2006 2/1/2036 360 1357.85 3/1/2006 1/17/2006
3303647444 6.75 59500 2/1/2006 1/1/2036 360 385.92 2/1/2006 12/23/2005
3303647675 6.75 94000 2/1/2006 1/1/2036 360 609.69 2/1/2006 12/28/2005
3303651909 6.875 100000 3/1/2006 2/1/2036 360 656.93 3/1/2006 1/17/2006
3303655405 6.875 56050 3/1/2006 2/1/2036 360 368.21 3/1/2006 1/9/2006
3303656478 6.875 124530 2/1/2006 1/1/2036 360 818.08 2/1/2006 12/27/2005
3303657393 6.75 60800 2/1/2006 1/1/2036 360 394.35 2/1/2006 12/29/2005
3303659712 6.875 89000 2/1/2006 1/1/2036 360 584.67 2/1/2006 12/29/2005
3303659969 6.75 350000 3/1/2006 2/1/2036 360 2270.1 3/1/2006 1/6/2006
3303660785 6.75 182700 3/1/2006 2/1/2036 360 1184.99 3/1/2006 1/4/2006
3303663664 7.125 130400 3/1/2006 2/1/2036 360 878.53 3/1/2006 1/3/2006
3303664894 6.625 110400 3/1/2006 2/1/2036 360 706.91 3/1/2006 1/4/2006
3303666667 6.875 180000 3/1/2006 2/1/2036 360 1182.48 3/1/2006 1/4/2006
3303667491 6.875 57680 3/1/2006 2/1/2036 360 378.92 3/1/2006 1/3/2006
3303667939 6.875 69200 2/1/2006 1/1/2031 300 483.59 2/1/2006 12/28/2005
3303670156 7 63200 3/1/2006 2/1/2036 360 420.48 3/1/2006 1/11/2006
3303672103 6.75 70856 3/1/2006 2/1/2036 360 459.58 3/1/2006 1/11/2006
3303674166 6.625 112246 2/1/2006 1/1/2036 360 718.73 2/1/2006 12/27/2005
3303675155 7 54590 2/1/2006 1/1/2036 360 363.19 2/1/2006 12/23/2005
3303675635 6.75 164800 3/1/2006 2/1/2036 360 1068.89 3/1/2006 1/18/2006
3303676955 6.875 43160 2/1/2006 1/1/2036 360 283.54 2/1/2006 12/29/2005
3303678811 7.125 77600 3/1/2006 2/1/2036 360 522.81 3/1/2006 1/23/2006
3303679272 6.875 112000 3/1/2006 2/1/2036 360 735.77 3/1/2006 1/18/2006
3303680346 7 67200 3/1/2006 2/1/2036 360 447.09 3/1/2006 1/11/2006
3303680791 6.875 96000 3/1/2006 2/1/2036 360 630.66 3/1/2006 1/6/2006
3303681013 6.75 246000 2/1/2006 1/1/2036 360 1595.56 2/1/2006 12/30/2005
3303681476 7 57680 3/1/2006 2/1/2036 360 383.75 3/1/2006 1/25/2006
3303681898 7 47700 2/1/2006 1/1/2036 360 317.35 3/1/2006 12/30/2005
3303682565 6.625 104000 2/1/2006 1/1/2036 360 665.93 2/1/2006 12/30/2005
3303684447 6.875 135920 2/1/2006 1/1/2036 360 892.9 3/1/2006 12/30/2005
3303686020 6.75 73500 3/1/2006 2/1/2036 360 476.72 4/1/2006 1/9/2006
3303686145 6.75 120000 3/1/2006 2/1/2036 360 778.32 3/1/2006 1/11/2006
3303686368 6.75 61300 3/1/2006 2/1/2036 360 397.6 3/1/2006 1/4/2006
3303687911 6.875 108000 3/1/2006 2/1/2036 360 709.49 3/1/2006 1/10/2006
3303691483 7 65000 2/1/2006 1/1/2036 360 432.45 2/1/2006 12/28/2005
3303691905 6.75 80400 3/1/2006 2/1/2036 360 521.48 3/1/2006 1/12/2006
3303693364 6.75 125000 3/1/2006 2/1/2036 360 810.75 3/1/2006 1/17/2006
3303694354 7 124800 2/1/2006 1/1/2036 360 830.3 2/1/2006 12/30/2005
3303694909 6.75 113050 3/1/2006 2/1/2036 360 733.25 3/1/2006 1/12/2006
3303695401 6.75 67900 3/1/2006 2/1/2036 360 440.4 3/1/2006 1/11/2006
3303696425 6.75 197868.87 3/1/2006 2/1/2026 240 1504.53 3/1/2006 1/9/2006
3303697241 7 50856 3/1/2006 2/1/2036 360 338.35 3/1/2006 1/6/2006
3303697860 6.75 80000 3/1/2006 2/1/2036 360 518.88 3/1/2006 1/17/2006
3303698314 6.75 75200 2/1/2006 1/1/2036 360 487.75 3/1/2006 12/30/2005
3303699452 7.125 67200 3/1/2006 2/1/2036 360 452.74 3/1/2006 1/20/2006
3303699478 7 219000 3/1/2006 2/1/2036 360 1457.02 3/1/2006 1/6/2006
3303700474 6.75 97809 3/1/2006 2/1/2036 360 634.39 3/1/2006 1/17/2006
3303700912 6.75 126384 3/1/2006 2/1/2036 360 819.73 3/1/2006 1/11/2006
3303701738 6.75 328000 3/1/2006 2/1/2036 360 2127.41 3/1/2006 1/20/2006
3303703338 6.75 49440 3/1/2006 2/1/2036 360 320.67 3/1/2006 1/12/2006
3303705465 6.75 54000 3/1/2006 2/1/2036 360 350.25 3/1/2006 1/25/2006
3303705648 6.875 98400 3/1/2006 2/1/2036 360 646.42 3/1/2006 1/5/2006
3303706125 6.75 101495 3/1/2006 2/1/2036 360 658.3 3/1/2006 1/12/2006
3303706323 7.125 67500 3/1/2006 2/1/2036 360 454.77 3/1/2006 1/18/2006
3303707933 7 134400 3/1/2006 2/1/2036 360 894.17 3/1/2006 1/25/2006
3303709723 6.75 108000 3/1/2006 2/1/2036 360 700.49 3/1/2006 1/11/2006
3303710978 7 60000 3/1/2006 2/1/2036 360 399.19 3/1/2006 1/24/2006
3303711323 6.875 42471 3/1/2006 2/1/2036 360 279.01 3/1/2006 1/4/2006
3303719854 6.875 62400 3/1/2006 2/1/2036 360 409.93 3/1/2006 1/24/2006
3303723096 6.875 51500 3/1/2006 2/1/2031 300 359.9 3/1/2006 1/23/2006
3303723245 6.75 286340 3/1/2006 2/1/2036 360 1857.2 3/1/2006 1/12/2006
3303723526 6.75 190550 3/1/2006 2/1/2036 360 1235.91 3/1/2006 1/12/2006
3303735132 6.75 121238 3/1/2006 2/1/2036 360 786.35 3/1/2006 1/20/2006
3303736502 7.125 76000 3/1/2006 2/1/2036 360 512.03 3/1/2006 1/20/2006
3303750214 6.75 174123 3/1/2006 2/1/2036 360 1129.36 3/1/2006 1/18/2006
3303756294 6.75 100000 3/1/2006 2/1/2036 360 648.6 3/1/2006 1/17/2006
3303765295 6.625 118450.5 3/1/2006 2/1/2036 360 758.46 3/1/2006 1/20/2006
3303767614 6.875 51500 3/1/2006 2/1/2036 360 338.32 3/1/2006 1/19/2006
3303767630 6.75 74720 3/1/2006 2/1/2036 360 484.64 3/1/2006 1/18/2006
3303777969 6.625 103000 3/1/2006 2/1/2036 360 659.53 3/1/2006 1/24/2006
3303778728 6.75 144000 3/1/2006 2/1/2036 360 933.99 3/1/2006 1/24/2006
3303788941 6.625 100000 3/1/2006 2/1/2036 360 640.32 3/1/2006 1/23/2006
6000731346 7.25 93750 3/1/2006 2/1/2036 360 639.55 3/1/2006 1/24/2006
6001295259 7 115200 2/1/2006 1/1/2036 360 766.43 4/1/2006 12/23/2005
6002425087 6.625 240000 3/1/2006 2/1/2036 360 1536.75 3/1/2006 1/23/2006
6003369912 7.125 147905 2/1/2006 1/1/2036 360 996.47 2/1/2006 12/29/2005
6005951220 6.75 80000 2/1/2006 1/1/2036 360 518.88 2/1/2006 12/27/2005
6013205957 6.625 300000 2/1/2006 1/1/2036 360 1920.94 3/1/2006 12/27/2005
6016071455 7 275000 3/1/2006 2/1/2036 360 1829.59 3/1/2006 1/5/2006
6016208917 6.75 123700 2/1/2006 1/1/2036 360 802.32 3/1/2006 12/29/2005
6018020161 6.75 416000 2/1/2006 1/1/2036 360 2698.17 2/1/2006 12/20/2005
6021995540 6.625 81000 3/1/2006 2/1/2036 360 518.66 3/1/2006 1/3/2006
6023864389 6.75 81000 3/1/2006 2/1/2036 360 525.37 3/1/2006 1/17/2006
6027630117 6.75 64000 12/1/2005 11/1/2035 360 415.11 2/1/2006 10/24/2005
6028560727 6.75 175000 3/1/2006 2/1/2036 360 1135.05 3/1/2006 1/23/2006
6028567516 6.75 90000 2/1/2006 1/1/2036 360 583.74 2/1/2006 12/19/2005
6028972765 6.75 142700 3/1/2006 2/1/2036 360 925.55 3/1/2006 1/17/2006
6029648380 6.625 236250 3/1/2006 2/1/2036 360 1512.74 3/1/2006 1/9/2006
6033367068 7 43200 3/1/2006 2/1/2036 360 287.42 3/1/2006 1/25/2006
6033580132 6.875 100000 2/1/2006 1/1/2036 360 656.93 2/1/2006 12/28/2005
6034902533 6.875 15500 2/1/2006 1/1/2036 360 101.83 2/1/2006 12/30/2005
6037027098 6.75 64000 3/1/2006 2/1/2036 360 415.11 3/1/2006 1/17/2006
6037523542 6.75 42400 2/1/2006 1/1/2036 360 275.01 2/1/2006 12/30/2005
6038892540 6.75 120000 2/1/2006 1/1/2036 360 778.32 2/1/2006 12/29/2005
6039943243 7 66750 3/1/2006 2/1/2036 360 444.09 3/1/2006 1/20/2006
6042622636 7.25 108750 3/1/2006 2/1/2036 360 741.87 3/1/2006 1/17/2006
6043113007 6.75 100980 3/1/2006 2/1/2036 360 654.96 3/1/2006 1/13/2006
6046718257 7 390000 1/1/2006 12/1/2035 360 2594.68 2/1/2006 11/15/2005
6047411381 6.75 160000 2/1/2006 1/1/2036 360 1037.76 2/1/2006 12/29/2005
6051336946 6.75 93950 2/1/2006 1/1/2036 360 609.36 2/1/2006 12/21/2005
6055421223 6.75 59900 3/1/2006 2/1/2036 360 388.52 3/1/2006 1/18/2006
6058522142 6.875 72800 3/1/2006 2/1/2036 360 478.25 3/1/2006 1/6/2006
6066206498 7.25 68000 3/1/2006 2/1/2036 360 463.89 3/1/2006 1/18/2006
6066703262 7 98000 2/1/2006 1/1/2036 360 652 2/1/2006 12/29/2005
6069022769 6.625 168000 3/1/2006 2/1/2036 360 1075.73 3/1/2006 1/20/2006
6070052805 6.75 54540 2/1/2006 1/1/2036 360 353.75 2/1/2006 12/30/2005
6070143034 7.75 56000 3/1/2006 2/1/2036 360 401.2 3/1/2006 1/3/2006
6070812042 6.625 67000 3/1/2006 2/1/2036 360 429.01 3/1/2006 1/5/2006
6072835587 6.875 101000 2/1/2006 1/1/2036 360 663.5 2/1/2006 12/29/2005
6072893123 6.75 92000 2/1/2006 1/1/2036 360 596.72 3/1/2006 12/29/2005
6074840262 6.75 107920 3/1/2006 2/1/2036 360 699.97 3/1/2006 1/19/2006
6077511407 6.875 124000 2/1/2006 1/1/2036 360 814.6 3/1/2006 12/22/2005
6086375158 6.75 55237 2/1/2006 1/1/2036 360 358.27 2/1/2006 12/29/2005
6086465272 6.75 125000 2/1/2006 1/1/2036 360 810.75 3/1/2006 1/4/2006
6095727647 6.75 60800 3/1/2006 2/1/2036 360 394.35 3/1/2006 1/23/2006
6096930406 7 110000 3/1/2006 2/1/2036 360 731.84 3/1/2006 1/3/2006
6103050628 6.875 76000 2/1/2006 1/1/2036 360 499.27 2/1/2006 12/22/2005
6103124019 6.875 150000 2/1/2006 1/1/2036 360 985.4 2/1/2006 12/29/2005
6104756520 6.75 32000 2/1/2006 1/1/2036 360 207.56 2/1/2006 1/5/2006
6106316554 6.75 96800 2/1/2006 1/1/2036 360 627.85 2/1/2006 12/30/2005
6106659011 7.125 30240 3/1/2006 2/1/2036 360 203.74 3/1/2006 1/20/2006
6107204726 7.25 157500 2/1/2006 1/1/2036 360 1074.43 2/1/2006 12/29/2005
6109549953 6.75 146000 3/1/2006 2/1/2036 360 946.96 3/1/2006 1/13/2006
6109747599 6.75 41737 2/1/2006 1/1/2036 360 270.71 2/1/2006 12/29/2005
6111881477 6.625 123975 3/1/2006 2/1/2036 360 793.83 3/1/2006 1/12/2006
6115438753 6.75 224000 3/1/2006 2/1/2036 360 1452.86 3/1/2006 1/13/2006
6117012317 6.875 63000 2/1/2006 1/1/2036 360 413.87 2/1/2006 12/29/2005
6121522285 6.875 140000 3/1/2006 2/1/2036 360 919.71 3/1/2006 1/18/2006
6122759340 7.125 314550 2/1/2006 1/1/2036 360 2119.19 2/1/2006 12/30/2005
6122975250 6.75 224800 3/1/2006 2/1/2036 360 1458.05 3/1/2006 1/12/2006
6123625334 6.875 63965 3/1/2006 2/1/2036 360 420.21 3/1/2006 1/6/2006
6125427838 6.75 195000 3/1/2006 2/1/2036 360 1264.77 3/1/2006 1/11/2006
6125552148 6.875 103000 2/1/2006 1/1/2036 360 676.64 2/1/2006 12/13/2005
6128043962 6.875 60000 2/1/2006 1/1/2036 360 394.16 2/1/2006 12/30/2005
6128744502 6.875 270900 2/1/2006 1/1/2036 360 1779.63 2/1/2006 12/28/2005
6131656834 6.75 55237 2/1/2006 1/1/2036 360 358.27 2/1/2006 12/29/2005
6132278638 6.625 156600 3/1/2006 2/1/2036 360 1002.73 3/1/2006 1/23/2006
6132684926 6.75 177000 3/1/2006 2/1/2036 360 1148.02 3/1/2006 1/13/2006
6132807766 6.75 105600 2/1/2006 1/1/2036 360 684.92 2/1/2006 12/23/2005
6133068079 6.875 207004 3/1/2006 2/1/2036 360 1359.87 3/1/2006 1/3/2006
6133534054 6.75 238583 2/1/2006 1/1/2036 360 1547.45 2/1/2006 12/29/2005
6133903358 6.75 119200 3/1/2006 2/1/2036 360 773.13 3/1/2006 1/19/2006
6135662713 6.625 184000 12/1/2005 11/1/2035 360 1178.18 2/1/2006 10/7/2005
6136725733 6.75 153995 3/1/2006 2/1/2036 360 998.81 3/1/2006 1/20/2006
6139675349 6.75 68600 3/1/2006 2/1/2036 360 444.94 3/1/2006 1/24/2006
6140238897 7 58372 2/1/2006 1/1/2031 300 412.57 2/1/2006 1/3/2006
6140694396 6.75 60000 2/1/2006 1/1/2036 360 389.16 2/1/2006 12/27/2005
6143840913 7.625 96000 3/1/2006 2/1/2036 360 679.49 3/1/2006 1/20/2006
6145434897 6.625 48000 3/1/2006 2/1/2036 360 307.35 3/1/2006 1/13/2006
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Loan Remaining Scheduled Credit Appraisal Sales
Number Term (Months) Principal Balance ($) Score Value Price
---------------------------------------------------------------------------------
3302545110 360 112295 757 228000 215701
3303077568 359 336929.65 628 440000 421525
3303237048 360 91341 721 110000 101490
3303413714 359 77173.29 718 186900 0
3303421345 299 56177.77 729 81500 62500
3303452548 359 94846.24 676 164000 165095
3303456895 358 159916.54 750 185000 185000
3303463545 360 100000 628 130000 125000
3303467389 359 61367.03 696 105336 76900
3303491751 359 162733.85 832 340000 313000
3303532885 360 82078 676 125000 0
3303534881 360 85000 747 225000 187000
3303537579 360 183742 782 249000 244990
3303542751 359 160461.71 669 230000 0
3303561439 360 78280 759 158000 0
3303567824 359 142167.38 618 265000 0
3303568095 360 83625 745 145000 0
3303569903 359 175852.13 720 225000 224000
3303571750 359 112902.71 718 170000 0
3303577245 360 225600 727 285000 282000
3303589026 359 68743.6 727 93000 86000
3303590297 359 176098.25 747 340000 0
3303593929 360 48332.75 697 73000 0
3303593937 359 80928.53 743 318000 90000
3303597813 359 179845.02 805 225000 225000
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6812571732 360 240500 606 400000 0
6814887896 360 115000 785 189000 143795
6825583542 360 141600 730 177000 0
6827190023 359 121125.62 770 135000 134700
6828519865 359 81180.04 658 132000 125000
6829784989 359 132121.14 760 169500 169150
6830356819 360 315000 791 757800 695000
0000000000 359 199827.8 701 250000 0
6834401629 360 68000 720 100000 85000
6836462181 359 139882.37 705 200000 0
6837820171 359 43162.8 750 55000 54000
6839382642 360 63750 696 85000 0
6843169084 360 92000 709 115000 0
6845436309 359 79929.42 796 110000 100000
6846873328 360 237500 754 370000 0
6848693666 359 49560.33 688 63000 62000
6849091381 360 84000 692 105000 0
0000000000 360 77600 643 99000 97000
6849606295 359 63732.07 709 84000 70875
6850668788 360 170000 689 367200 318500
0000000000 359 119899.18 682 155000 150000
6853244546 360 210000 782 310000 0
6853681259 359 176105.53 694 235000 0
6854155378 360 94400 708 118000 0
6854524441 359 103910.45 789 190000 149000
6862748263 359 119596.93 698 133000 133000
6863084866 360 56000 643 80000 0
6866526749 360 152000 744 190000 0
6869259397 359 97919.67 723 140000 0
6872664930 360 168000 714 240000 0
6872810590 360 136000 687 170000 0
6873310871 359 40285.28 748 57000 50400
6873412040 360 68000 767 85000 0
6873694670 359 46310.09 768 53000 51500
6880474975 360 82400 777 122300 103000
6893092103 360 31920 772 39900 39900
6894253555 359 76883.74 798 86000 85500
6894893715 360 200000 700 550000 0
6894989927 360 41350 612 58000 0
6896862585 359 279764.76 799 350000 350000
6905700230 359 217312.73 781 290000 0
6907096405 360 140000 721 200000 200000
6909490267 360 121212 684 165000 151516
6910007845 359 248280.75 672 355000 0
6910127502 360 366750 772 490000 489000
6910291175 359 67940 761 178500 0
6911076872 359 37769.77 712 52000 47250
0000000000 359 95923.23 786 154000 0
6918129468 359 227822.13 763 330000 285000
6921164916 360 77450 745 86500 86104
6924771329 359 58749.37 711 75000 73500
6926433340 360 105920 745 133000 132400
6930177529 359 59949.59 797 75000 0
6930614406 360 170000 774 324000 0
6935767894 360 385000 729 725000 700000
0000000000 360 293000 782 550000 0
6943515707 360 97600 760 122000 0
6947299639 359 144841.18 791 262000 0
6947504350 360 57330 679 64000 63700
6950270444 360 50080 770 68000 62600
6952439088 360 234000 702 312000 0
6954593114 360 58400 796 78000 76000
0000000000 358 53796.76 774 75000 68000
6961158364 360 147849 727 184812 184812
6962410574 359 58899.24 744 72000 65500
6962587603 359 97919.67 723 140000 0
6963065567 360 245000 748 396000 371290
6968878345 359 96428.82 612 262000 0
6970942105 359 32373.44 691 37000 36000
0000000000 359 73538.17 771 95000 92000
6975361251 360 60000 752 75000 0
6975362614 360 99920 792 125000 124900
6976109584 360 130000 803 250000 0
6976234259 360 27920 669 36000 34900
6976582384 360 59500 703 85000 0
6977981635 360 45000 770 61000 50000
6978507215 359 87228.44 696 97000 97000
0000000000 360 165000 762 291000 0
6984477478 359 132522.04 803 212000 213846
6994266549 360 211500 774 240000 235000
0000000000 360 280000 710 400000 0
6999433441 359 224041.2 601 357268 0
6999504761 360 133000 707 190000 0
Loan Count: 626
Scheduled PB
as February 1, 2006: $79,166,715.41
Unpaid PB W/A: $126,464.40
W/A Interest Rate: 6.852
W/A Remaining Term: 359.1 months
EXHIBIT D-4
MORTGAGE LOAN SCHEDULE
(LOAN GROUP 4)
Bank of America
[L0G0]
BOAALT 2006-02
Group 4:
Mortgage Schedule
Loan Property Loan Doc Original
Number Type Occupancy Purpose Type LTV (%)
--------------------------------------------------------------------------------------------------------------------
3302527423 CL Primary (Owner Occupied) Purchase Standard 80.00
3302864198 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303363174 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303382281 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303445658 CL Primary (Owner Occupied) Purchase Standard 80.00
3303457224 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303507606 CL Primary (Owner Occupied) Purchase Standard 80.00
3303515419 CL Primary (Owner Occupied) Purchase Standard 80.00
3303555274 Condo Highrise Primary (Owner Occupied) Purchase Standard 80.00
3303574846 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00
3303582724 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303587012 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303598662 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303602225 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303604742 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303606986 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303612976 CL Primary (Owner Occupied) Purchase Standard 80.00
3303614014 CL Primary (Owner Occupied) Purchase Standard 80.00
3303616340 PUD Attached Secondary (Owner Occupied) Purchase Standard 80.00
3303617207 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303618486 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303619377 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303620755 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303622843 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303630465 CL Primary (Owner Occupied) Purchase Standard 80.00
3303637650 Single Family Primary (Owner Occupied) Purchase No Ratio 80.00
3303638823 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303641397 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00
3303641728 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00
3303652881 Two Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 14.76
3303654028 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303659845 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303664548 Single Family Primary (Owner Occupied) Purchase No Ratio 80.00
3303673572 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303676328 CL Primary (Owner Occupied) Purchase Standard 80.00
3303682862 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303686384 PUD Attached Primary (Owner Occupied) Purchase Standard 80.00
3303688307 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303693042 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303699809 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 58.80
3303702926 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303704419 PUD Attached Primary (Owner Occupied) Purchase Standard 80.00
3303706893 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303710523 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303712453 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303717478 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303729580 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303734507 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303772051 CL Primary (Owner Occupied) Purchase Standard 80.00
0000000000 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6011800247 PUD Detached Primary (Owner Occupied) Refinance_Equity_Takeout Stated 56.70
6015254656 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6024379171 PUD Detached Primary (Owner Occupied) Purchase Stated 80.00
6025451938 Single Family Primary (Owner Occupied) Purchase Standard 97.00
6025674059 PUD Attached Secondary (Owner Occupied) Purchase Stated 80.00
0000000000 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout No Ratio 44.04
6026228988 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 83.28
6031644492 CL Primary (Owner Occupied) Purchase No Ratio 78.43
6031897678 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00
6042537719 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6046835630 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6055632027 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6056745513 PUD Detached Primary (Owner Occupied) Purchase Stated 90.00
6059305950 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6060302624 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6064373662 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00
0000000000 Single Family Primary (Owner Occupied) Purchase DU 80.00
6073709302 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 21.80
6075248176 Single Family Primary (Owner Occupied) Purchase DU 80.00
6078863120 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6080086256 Single Family Primary (Owner Occupied) Purchase Standard 80.00
0000000000 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6092835229 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6099653658 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 60.00
6100216859 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6100706107 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6100909701 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00
6104661043 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6114976589 PUD Detached Secondary (Owner Occupied) Purchase Standard 80.00
6115318104 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6121544263 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 63.04
6122221077 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 67.85
6123281559 Single Family Primary (Owner Occupied) Purchase DU 80.00
6127781638 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6128971964 Single Family Primary (Owner Occupied) Purchase Stated 50.00
0000000000 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6138335010 Single Family Primary (Owner Occupied) Purchase Stated 80.00
6150213434 PUD Detached Secondary (Owner Occupied) Purchase Stated 90.00
6150849500 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6153581365 Single Family Primary (Owner Occupied) Purchase No Ratio 64.91
6154485046 Townhouse Primary (Owner Occupied) Purchase No Ratio 62.57
6164027341 Single Family Primary (Owner Occupied) Purchase Standard 79.23
6164990860 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6166591112 Single Family Primary (Owner Occupied) Purchase Stated 75.81
6168802210 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 74.26
6173355220 PUD Detached Secondary (Owner Occupied) Purchase Stated 89.97
6174238763 Single Family Secondary (Owner Occupied) Purchase Standard 77.77
0000000000 Single Family Primary (Owner Occupied) Purchase Stated 89.98
6181336899 Townhouse Primary (Owner Occupied) Purchase Standard 80.00
6182995503 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6183722260 Three Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 66.52
0000000000 Single Family Secondary (Owner Occupied) Refinance_Equity_Takeout Stated 74.61
6189047118 Single Family Primary (Owner Occupied) Purchase DU 80.00
6190003258 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 67.46
6190254992 Condo Highrise Secondary (Owner Occupied) Purchase Standard 79.99
6194812647 Single Family Primary (Owner Occupied) Purchase Stated 80.00
6196646597 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 41.39
6198127828 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6200879978 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
0000000000 CL Primary (Owner Occupied) Purchase DU 80.00
6204142043 PUD Detached Primary (Owner Occupied) Purchase Stated 90.00
6204943739 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00
6209251369 Single Family Secondary (Owner Occupied) Purchase Stated 80.00
6210562739 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6226358353 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 69.89
6228040884 Single Family Primary (Owner Occupied) Purchase DU 80.00
6238250705 PUD Detached Secondary (Owner Occupied) Purchase Stated 80.00
6239798439 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 82.90
6240213501 Single Family Primary (Owner Occupied) Purchase Standard 79.00
6240745759 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00
6243681894 Single Family Secondary (Owner Occupied) Refinance_Equity_Takeout Stated 69.24
6244439631 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 79.70
6252161697 Single Family Secondary (Owner Occupied) Purchase Standard 78.57
6253860297 Single Family Secondary (Owner Occupied) Purchase Standard 70.00
6254721563 CL Primary (Owner Occupied) Purchase Standard 79.68
6262258517 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 64.21
6268870851 Single Family Secondary (Owner Occupied) Purchase Standard 80.00
6270656959 Single Family Primary (Owner Occupied) Purchase Standard 79.97
6272127165 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 71.76
6273159456 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Standard 80.00
0000000000 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 61.26
6281401171 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6281914751 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6284532832 CL Secondary (Owner Occupied) Purchase Stated 90.00
6284915177 Two Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 80.00
6291234208 Single Family Secondary (Owner Occupied) Purchase Standard 80.00
6304149773 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6305951425 Single Family Primary (Owner Occupied) Purchase DU 80.00
6307448917 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 41.49
0000000000 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6308619276 CL Primary (Owner Occupied) Purchase Standard 80.00
6309366364 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 49.61
6315650827 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00
6323724168 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 78.87
6324334439 Single Family Primary (Owner Occupied) Purchase DU 80.00
6335941867 PUD Detached Primary (Owner Occupied) Refinance_Equity_Takeout Stated 76.77
6339911023 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 90.00
6341762125 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6342354542 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6342820492 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6346836221 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 64.22
6346952812 Single Family Primary (Owner Occupied) Purchase Standard 80.00
0000000000 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 30.43
6355059038 CL Primary (Owner Occupied) Purchase No Ratio 79.98
6356550191 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 48.32
6362523810 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Standard 80.00
6363468932 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 79.78
6365351482 PUD Attached Primary (Owner Occupied) Purchase Standard 80.00
6365981114 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6366435698 Single Family Primary (Owner Occupied) Purchase Stated 90.00
6374828173 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 70.34
6379849976 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 70.13
6385700718 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out No Ratio 67.89
6385701021 CL Primary (Owner Occupied) Purchase Standard 80.00
6386968173 CL Primary (Owner Occupied) Purchase Stated 90.00
6393439135 CL Primary (Owner Occupied) Purchase Standard 80.00
6394784539 Single Family Primary (Owner Occupied) Purchase DU 80.00
6399332250 Single Family Primary (Owner Occupied) Purchase Standard 102.9
6401007098 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6403199729 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6403990879 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 79.34
6407993523 Single Family Primary (Owner Occupied) Construction_Permanent Stated 82.09
6408562350 CL Primary (Owner Occupied) Purchase Standard 80.00
6414043205 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 85.14
6415726782 CL Primary (Owner Occupied) Purchase No Ratio 80.00
6420160506 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.83
6421527778 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 54.72
6424101647 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6424573191 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 89.52
6431957817 Single Family Primary (Owner Occupied) Purchase Standard 97.00
6435169740 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6436832189 CL Secondary (Owner Occupied) Purchase Standard 80.00
6439484145 Single Family Primary (Owner Occupied) Purchase Stated 80.00
6446286129 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00
6447799187 Single Family Primary (Owner Occupied) Purchase DU 80.00
0000000000 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6450848632 Single Family Primary (Owner Occupied) Purchase Stated 80.00
6451766171 HC Secondary (Owner Occupied) Purchase Standard 80.00
6452806901 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6457059563 Single Family Primary (Owner Occupied) Purchase Stated 90.00
6464120358 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Standard 80.00
6467007073 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 74.38
6467456189 CL Primary (Owner Occupied) Purchase DU 80.00
6468955965 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 62.13
6472603965 Condo Highrise Secondary (Owner Occupied) Purchase No Ratio 75.00
6473029475 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6474456602 CL Primary (Owner Occupied) Refinance_No_Cash_Out Stated 80.00
6475949738 Single Family Primary (Owner Occupied) Purchase DU 80.00
6476116063 CL Primary (Owner Occupied) Purchase Stated 95.00
6477159625 Townhouse Primary (Owner Occupied) Purchase Standard 96.99
6477424888 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6481544929 Single Family Secondary (Owner Occupied) Purchase No Ratio 53.84
6482436273 Single Family Secondary (Owner Occupied) Purchase Standard 79.53
6482693766 Single Family Primary (Owner Occupied) Purchase DU 80.00
6495942085 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6499264007 Single Family Primary (Owner Occupied) Purchase DU 79.99
6500084840 Condo Highrise Primary (Owner Occupied) Refinance_Equity_Takeout Stated 48.84
6502597724 Single Family Secondary (Owner Occupied) Purchase Standard 80.00
6503258904 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Standard 80.00
6505003670 PUD Detached Secondary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6506002218 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 77.02
6506069381 PUD Detached Primary (Owner Occupied) Refinance_No_Cash_Out Stated 84.29
6507223250 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 52.27
6508038053 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6513911047 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Standard 80.00
6518361313 Single Family Primary (Owner Occupied) Purchase No Ratio 80.00
6521694429 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6542340499 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6548989869 PUD Detached Primary (Owner Occupied) Refinance_No_Cash_Out Standard 80.00
6549721592 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6552692094 Single Family Primary (Owner Occupied) Purchase Stated 80.00
6564770755 Three Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6566117757 PUD Detached Primary (Owner Occupied) Purchase Stated 80.00
0000000000 Single Family Primary (Owner Occupied) Purchase DU 80.00
6580882626 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 73.16
6581240592 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6586186352 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00
6588707171 Single Family Secondary (Owner Occupied) Refinance_No_Cash_Out Stated 41.00
6591140931 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 71.72
6597033148 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 68.68
6597104451 Single Family Primary (Owner Occupied) Purchase Stated 80.00
6598190764 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6601161521 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 54.52
6601290221 CL Primary (Owner Occupied) Purchase Stated 80.00
6603564862 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 40.00
6603777340 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6614126701 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6614844246 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6617464562 PUD Attached Primary (Owner Occupied) Purchase Standard 80.00
6617761264 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6628333061 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 63.07
6629402147 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6631535108 CL Primary (Owner Occupied) Purchase Stated 90.00
6631938666 Two Family Primary (Owner Occupied) Purchase Stated 80.00
6640573389 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 74.85
6648974282 Single Family Secondary (Owner Occupied) Refinance_No_Cash_Out Stated 80.00
6649420640 PUD Detached Primary (Owner Occupied) Refinance_Equity_Takeout Stated 65.29
6652099141 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00
6652267425 Single Family Primary (Owner Occupied) Purchase Stated 90.00
6653518685 CL Primary (Owner Occupied) Refinance_Equity_Takeout Stated 68.36
6655778238 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6656025852 Two Family Primary (Owner Occupied) Purchase Stated 80.00
6657774615 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6659976242 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 46.00
6668882985 PUD Detached Primary (Owner Occupied) Refinance_Equity_Takeout Stated 73.14
6671782834 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 73.61
6676382242 Condo Highrise Primary (Owner Occupied) Purchase Stated 80.00
6677185636 Four Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6681930837 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6684960492 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 49.64
6685947399 Single Family Primary (Owner Occupied) Purchase Standard 72.22
6687040425 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 62.16
6692639617 PUD Detached Primary (Owner Occupied) Purchase Stated 95.00
6700814780 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6701399658 Single Family Secondary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6703459948 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6705687850 Single Family Secondary (Owner Occupied) Purchase Standard 80.00
6711015641 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 69.85
6714140511 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 31.25
6717312588 PUD Attached Primary (Owner Occupied) Refinance_Equity_Takeout Stated 88.34
6720076030 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 3.375
6721061957 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6722981005 Single Family Primary (Owner Occupied) Purchase Stated 43.35
6723207624 Two Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 63.26
6723454630 Townhouse Primary (Owner Occupied) Refinance_Equity_Takeout Stated 73.77
6723849375 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 62.54
6731804982 CL Primary (Owner Occupied) Purchase Standard 79.99
6737192952 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00
0000000000 Two Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 73.89
6756772700 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6757193963 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6759138172 PUD Detached Primary (Owner Occupied) Refinance_Equity_Takeout Stated 72.97
0000000000 Single Family Primary (Owner Occupied) Purchase Standard 79.59
6775281113 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6775490466 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 69.07
6783955310 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6784948736 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
0000000000 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 22.22
6789522452 Single Family Secondary (Owner Occupied) Purchase Standard 80.00
6792039015 PUD Detached Primary (Owner Occupied) Purchase Stated 80.00
6800393891 CL Primary (Owner Occupied) Refinance_Equity_Takeout Stated 72.71
6801907020 Single Family Primary (Owner Occupied) Purchase Standard 79.99
6801973535 PUD Detached Primary (Owner Occupied) Purchase DU 79.99
6805037998 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 58.83
6812689369 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 69.30
6815987109 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6816133646 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00
6816937889 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6817952655 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6820262563 Single Family Primary (Owner Occupied) Purchase Standard 80.00
0000000000 PUD Attached Primary (Owner Occupied) Purchase Stated 95.00
0000000000 CL Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6823649675 CL Primary (Owner Occupied) Purchase Standard 80.00
6826302181 Single Family Primary (Owner Occupied) Purchase DU 80.00
6828044534 CL Primary (Owner Occupied) Purchase Standard 80.00
6828391265 Condo Highrise Primary (Owner Occupied) Purchase Stated 67.65
6830797186 Single Family Primary (Owner Occupied) Purchase Standard 79.99
6832123514 Single Family Primary (Owner Occupied) Purchase Standard 80.00
0000000000 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6833258681 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Standard 80.00
6846212006 CL Primary (Owner Occupied) Purchase Standard 80.00
6847448179 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 68.53
6848723034 CL Secondary (Owner Occupied) Purchase Standard 80.00
6849317703 Single Family Secondary (Owner Occupied) Purchase Standard 80.00
6850036762 CL Primary (Owner Occupied) Refinance_No_Cash_Out Standard 80.00
6851796786 PUD Detached Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6854043871 Condo Highrise Secondary (Owner Occupied) Refinance_Equity_Takeout Standard 50.91
6856467987 Single Family Primary (Owner Occupied) Purchase Stated 68.84
6857655184 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 58.25
6862328785 Townhouse Primary (Owner Occupied) Purchase Standard 80.00
6865270992 Single Family Primary (Owner Occupied) Purchase No Ratio 41.17
0000000000 PUD Detached Primary (Owner Occupied) Purchase Stated 80.00
6867547983 PUD Attached Primary (Owner Occupied) Refinance_Equity_Takeout Stated 90.00
6868678530 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6871508591 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 73.09
6876803211 Single Family Primary (Owner Occupied) Purchase DU 80.00
6877889680 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 80.00
6888695704 CL Primary (Owner Occupied) Purchase Standard 80.00
6889056336 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 75.96
6890301861 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 77.86
6890608489 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6891336114 PUD Detached Secondary (Owner Occupied) Purchase Stated 89.99
6892211332 PUD Detached Primary (Owner Occupied) Purchase DU 80.00
6892513463 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6893909579 Single Family Primary (Owner Occupied) Purchase Standard 103.0
6896058713 CL Secondary (Owner Occupied) Purchase Standard 80.00
6898004616 Single Family Primary (Owner Occupied) Purchase Stated 80.00
6900570117 PUD Detached Secondary (Owner Occupied) Refinance_Equity_Takeout Standard 69.33
6906555179 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6907826686 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.39
6909152941 Single Family Primary (Owner Occupied) Purchase Stated 79.62
6912303754 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 68.85
6916162404 CL Primary (Owner Occupied) Purchase Standard 80.00
6919615200 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 60.33
6925261866 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6930238206 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 69.56
6932500223 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 42.60
6933374099 Single Family Secondary (Owner Occupied) Purchase Standard 79.68
6941991645 Two Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 79.93
6942989390 Single Family Primary (Owner Occupied) Purchase DU 80.00
6949431677 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6952323035 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 74.87
6955674954 PUD Detached Secondary (Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6956949488 PUD Detached Primary (Owner Occupied) Refinance_Equity_Takeout Standard 74.11
6961340475 PUD Detached Primary (Owner Occupied) Purchase DU 80.00
6965016634 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 67.94
6972461153 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 66.48
6973827592 Single Family Secondary (Owner Occupied) Purchase Standard 80.00
6974373950 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 80.00
0000000000 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6975942977 Single Family Secondary (Owner Occupied) Purchase Standard 80.00
6976698404 Single Family Primary (Owner Occupied) Purchase DU 80.00
6976789187 PUD Detached Primary (Owner Occupied) Purchase Stated 79.96
6985109567 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 68.58
6989046674 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6994486501 Single Family Primary (Owner Occupied) Purchase No Ratio 55.55
6995942601 Single Family Primary (Owner Occupied) Purchase DU 80.00
Original
Loan Mortgage Interest Principal First Payment Maturity Original Monthly Current Closing
Number Rate (%) Balance ($) Date Date Term (Months) Payment ($) Due Date Date
------------------------------------------------------------------------------------------------------------------------------
3302527423 6.75 89600 3/1/2006 2/1/2036 360 581.15 3/1/2006 1/20/2006
3302864198 6.625 41600 3/1/2006 2/1/2036 360 266.37 3/1/2006 1/9/2006
3303363174 6.625 94320 1/1/2006 12/1/2035 360 603.95 3/1/2006 11/30/2005
3303382281 6.75 60000 3/1/2006 2/1/2036 360 389.16 3/1/2006 1/26/2006
3303445658 6.75 154400 3/1/2006 2/1/2036 360 1001.44 3/1/2006 1/10/2006
3303457224 6.875 148000 2/1/2006 1/1/2036 360 972.26 2/1/2006 12/9/2005
3303507606 7.25 88800 2/1/2006 1/1/2036 360 605.78 3/1/2006 12/20/2005
3303515419 6.75 79920 3/1/2006 2/1/2036 360 518.36 3/1/2006 1/3/2006
3303555274 6.875 124800 3/1/2006 2/1/2036 360 819.85 3/1/2006 1/19/2006
3303574846 6.875 128000 3/1/2006 2/1/2036 360 840.87 3/1/2006 1/13/2006
3303582724 6.625 93600 3/1/2006 2/1/2036 360 599.34 3/1/2006 1/13/2006
3303587012 7 66400 3/1/2006 2/1/2036 360 441.77 3/1/2006 1/18/2006
3303598662 7.125 76000 3/1/2006 2/1/2036 360 512.03 3/1/2006 1/23/2006
3303602225 6.875 76016 3/1/2006 2/1/2036 360 499.38 3/1/2006 1/3/2006
3303604742 6.875 115200 2/1/2006 1/1/2036 360 756.79 2/1/2006 12/22/2005
3303606986 6.875 43200 3/1/2006 2/1/2036 360 283.8 3/1/2006 1/6/2006
3303612976 7.125 56000 3/1/2006 2/1/2036 360 377.29 3/1/2006 1/20/2006
3303614014 6.75 135200 2/1/2006 1/1/2036 360 876.91 2/1/2006 12/30/2005
3303616340 7 130000 2/1/2006 1/1/2036 360 864.9 2/1/2006 12/21/2005
3303617207 6.875 204800 3/1/2006 2/1/2036 360 1345.4 3/1/2006 1/19/2006
3303618486 6.875 146400 2/1/2006 1/1/2036 360 961.75 2/1/2006 12/27/2005
3303619377 7 80720 3/1/2006 2/1/2036 360 537.04 3/1/2006 1/4/2006
3303620755 6.875 177200 2/1/2006 1/1/2036 360 1164.08 3/1/2006 12/29/2005
3303622843 6.75 152000 3/1/2006 2/1/2036 360 985.87 3/1/2006 1/4/2006
3303630465 6.875 228000 2/1/2006 1/1/2036 360 1497.8 2/1/2006 12/30/2005
3303637650 6.625 117600 3/1/2006 2/1/2036 360 753.01 3/1/2006 1/18/2006
3303638823 7 160000 3/1/2006 2/1/2036 360 1064.49 3/1/2006 1/11/2006
3303641397 6.875 157600 2/1/2006 1/1/2036 360 1035.32 2/1/2006 12/23/2005
3303641728 6.875 127800 2/1/2006 1/1/2036 360 839.56 2/1/2006 12/28/2005
3303652881 6.75 265000 2/1/2006 1/1/2036 360 1718.79 2/1/2006 12/28/2005
3303654028 7.25 91200 3/1/2006 2/1/2036 360 622.15 3/1/2006 1/6/2006
3303659845 6.75 52000 3/1/2006 2/1/2036 360 337.28 3/1/2006 1/3/2006
3303664548 6.75 86400 3/1/2006 2/1/2036 360 560.39 3/1/2006 1/20/2006
3303673572 6.875 200000 3/1/2006 2/1/2036 360 1313.86 3/1/2006 1/12/2006
3303676328 7 102320 2/1/2006 1/1/2036 360 680.74 2/1/2006 12/30/2005
3303682862 7.125 199200 3/1/2006 2/1/2036 360 1342.05 3/1/2006 1/24/2006
3303686384 6.75 253200 3/1/2006 2/1/2036 360 1642.26 3/1/2006 1/17/2006
3303688307 6.625 48000 3/1/2006 2/1/2036 360 307.35 3/1/2006 1/20/2006
3303693042 6.75 101600 3/1/2006 2/1/2036 360 658.98 3/1/2006 1/25/2006
3303699809 6.75 364620 3/1/2006 2/1/2036 360 2364.92 3/1/2006 1/25/2006
3303702926 6.75 77600 3/1/2006 2/1/2036 360 503.32 3/1/2006 1/13/2006
3303704419 6.625 155780 3/1/2006 2/1/2036 360 997.48 3/1/2006 1/23/2006
3303706893 6.75 174000 3/1/2006 2/1/2036 360 1128.57 3/1/2006 1/17/2006
3303710523 6.75 76000 3/1/2006 2/1/2036 360 492.94 3/1/2006 1/17/2006
3303712453 6.875 196000 3/1/2006 2/1/2036 360 1287.59 3/1/2006 1/25/2006
3303717478 6.75 87920 3/1/2006 2/1/2036 360 570.25 3/1/2006 1/13/2006
3303729580 6.625 132400 3/1/2006 2/1/2036 360 847.78 3/1/2006 1/11/2006
3303734507 6.625 114400 3/1/2006 2/1/2036 360 732.52 3/1/2006 1/17/2006
3303772051 6.875 139600 3/1/2006 2/1/2036 360 917.08 3/1/2006 1/25/2006
0000000000 7 115120 3/1/2006 2/1/2036 360 765.9 3/1/2006 1/4/2006
6011800247 7.5 244400 3/1/2006 2/1/2036 360 1708.89 3/1/2006 1/17/2006
6015254656 6.625 164000 3/1/2006 2/1/2036 360 1050.12 3/1/2006 1/19/2006
6024379171 7.625 326600 2/1/2006 1/1/2036 360 2311.66 2/1/2006 12/29/2005
6025451938 6.75 198850 2/1/2006 1/1/2036 360 1289.74 2/1/2006 12/30/2005
6025674059 6.75 336000 3/1/2006 2/1/2036 360 2179.3 3/1/2006 1/6/2006
0000000000 6.75 151500 3/1/2006 2/1/2036 360 982.63 3/1/2006 1/23/2006
6026228988 7 349800 3/1/2006 2/1/2036 360 2327.23 3/1/2006 1/11/2006
6031644492 6.625 400000 12/1/2005 11/1/2035 360 2561.25 3/1/2006 10/31/2005
6031897678 6.875 109000 2/1/2006 1/1/2036 360 716.06 3/1/2006 12/27/2005
6042537719 6.875 119920 2/1/2006 1/1/2036 360 787.79 2/1/2006 12/29/2005
6046835630 7.125 232000 3/1/2006 2/1/2036 360 1563.03 3/1/2006 1/3/2006
6055632027 6.875 80000 2/1/2006 1/1/2036 360 525.55 3/1/2006 12/22/2005
6056745513 6.75 269550 3/1/2006 2/1/2036 360 1748.3 3/1/2006 1/10/2006
6059305950 6.875 99200 2/1/2006 1/1/2036 360 651.68 2/1/2006 12/30/2005
6060302624 6.625 221501 2/1/2006 1/1/2036 360 1418.3 2/1/2006 12/30/2005
6064373662 6.75 89600 2/1/2006 1/1/2036 360 581.15 3/1/2006 12/29/2005
0000000000 6.75 304800 2/1/2006 1/1/2036 360 1976.93 2/1/2006 12/30/2005
6073709302 6.75 64769 2/1/2006 1/1/2036 360 420.1 2/1/2006 1/3/2006
6075248176 6.625 141728 2/1/2006 1/1/2036 360 907.5 2/1/2006 12/30/2005
6078863120 6.625 287200 3/1/2006 2/1/2036 360 1838.98 3/1/2006 1/19/2006
6080086256 7.375 43200 3/1/2006 2/1/2036 360 298.38 3/1/2006 1/24/2006
0000000000 6.75 108000 3/1/2006 2/1/2036 360 700.49 3/1/2006 1/9/2006
6092835229 6.625 200000 3/1/2006 2/1/2036 360 1280.63 3/1/2006 1/12/2006
6099653658 6.625 366000 3/1/2006 2/1/2036 360 2343.54 3/1/2006 1/9/2006
6100216859 7 148800 3/1/2006 2/1/2036 360 989.98 3/1/2006 1/5/2006
6100706107 6.75 317600 3/1/2006 2/1/2036 360 2059.95 3/1/2006 1/13/2006
6100909701 7 182400 2/1/2006 1/1/2036 360 1213.52 3/1/2006 12/15/2005
6104661043 6.875 122000 2/1/2006 1/1/2036 360 801.46 2/1/2006 12/29/2005
6114976589 7 100800 3/1/2006 2/1/2036 360 670.63 3/1/2006 1/23/2006
6115318104 6.75 96800 2/1/2006 1/1/2036 360 627.85 2/1/2006 12/29/2005
6121544263 6.75 94567 2/1/2006 1/1/2028 264 688.55 3/1/2006 1/3/2006
6122221077 6.75 190000 3/1/2006 2/1/2036 360 1232.34 3/1/2006 1/16/2006
6123281559 6.625 115600 3/1/2006 2/1/2036 360 740.2 3/1/2006 1/9/2006
6127781638 6.75 40000 3/1/2006 2/1/2036 360 259.44 3/1/2006 1/12/2006
6128971964 6.875 60000 3/1/2006 2/1/2036 360 394.16 3/1/2006 1/20/2006
0000000000 6.625 90800 3/1/2006 2/1/2036 360 581.41 3/1/2006 1/9/2006
6138335010 6.75 256000 3/1/2006 2/1/2036 360 1660.42 3/1/2006 1/11/2006
6150213434 7.125 238500 3/1/2006 2/1/2036 360 1606.82 3/1/2006 1/20/2006
6150849500 6.75 49600 3/1/2006 2/1/2036 360 321.71 3/1/2006 1/17/2006
6153581365 6.875 185000 3/1/2006 2/1/2036 360 1215.32 3/1/2006 1/19/2006
6154485046 6.875 100000 3/1/2006 2/1/2036 360 656.93 3/1/2006 1/5/2006
6164027341 7 103000 2/1/2006 1/1/2036 360 685.27 3/1/2006 12/30/2005
6164990860 6.625 126000 3/1/2006 2/1/2036 360 806.8 3/1/2006 1/13/2006
6166591112 6.75 417000 3/1/2006 2/1/2036 360 2704.66 3/1/2006 1/5/2006
6168802210 6.875 360200 3/1/2006 2/1/2036 360 2366.26 3/1/2006 1/12/2006
6173355220 6.875 127250 3/1/2006 2/1/2036 360 835.95 3/1/2006 1/25/2006
6174238763 7 35000 2/1/2006 1/1/2036 360 232.86 2/1/2006 12/23/2005
0000000000 6.875 124000 3/1/2006 2/1/2036 360 814.6 3/1/2006 1/17/2006
6181336899 6.75 216000 2/1/2006 1/1/2036 360 1400.98 3/1/2006 12/29/2005
6182995503 6.875 96720 2/1/2006 1/1/2036 360 635.39 3/1/2006 12/30/2005
6183722260 7.375 153000 3/1/2006 2/1/2036 360 1056.74 3/1/2006 1/10/2006
0000000000 7.5 97000 3/1/2006 2/1/2036 360 678.24 3/1/2006 1/23/2006
6189047118 6.75 164000 2/1/2006 1/1/2036 360 1063.71 3/1/2006 12/30/2005
6190003258 6.625 150001 2/1/2006 1/1/2036 360 960.48 3/1/2006 1/3/2006
6190254992 7.5 229300 3/1/2006 2/1/2036 360 1603.3 3/1/2006 1/24/2006
6194812647 6.75 96000 2/1/2006 1/1/2036 360 622.66 2/1/2006 12/15/2005
6196646597 6.625 96460 2/1/2006 1/1/2036 360 617.65 3/1/2006 1/3/2006
6198127828 6.75 153600 3/1/2006 2/1/2036 360 996.25 3/1/2006 1/17/2006
6200879978 6.75 264000 2/1/2006 1/1/2036 360 1712.3 3/1/2006 12/12/2005
0000000000 6.625 63920 3/1/2006 2/1/2036 360 409.29 3/1/2006 1/13/2006
6204142043 6.875 391545 2/1/2006 1/1/2036 360 2572.18 2/1/2006 12/29/2005
6204943739 6.625 95548 3/1/2006 2/1/2036 360 611.81 3/1/2006 1/24/2006
6209251369 7.375 163600 2/1/2006 1/1/2036 360 1129.95 3/1/2006 1/4/2006
6210562739 6.75 58480 3/1/2006 2/1/2036 360 379.31 3/1/2006 1/5/2006
6226358353 6.75 325000 3/1/2006 2/1/2036 360 2107.95 3/1/2006 1/17/2006
6228040884 6.625 102400 2/1/2006 1/1/2036 360 655.68 3/1/2006 12/23/2005
6238250705 7.5 204104 3/1/2006 2/1/2036 360 1427.13 3/1/2006 1/13/2006
6239798439 6.875 228000 2/1/2006 1/1/2036 360 1497.8 3/1/2006 1/3/2006
6240213501 6.75 75275 2/1/2006 1/1/2036 360 488.24 3/1/2006 12/28/2005
6240745759 6.875 88800 2/1/2006 1/1/2036 360 583.36 3/1/2006 12/27/2005
6243681894 6.75 367000 12/1/2005 11/1/2035 360 2380.36 2/1/2006 10/28/2005
6244439631 6.75 161000 2/1/2006 1/1/2036 360 1044.25 2/1/2006 1/3/2006
6252161697 6.875 77000 2/1/2006 1/1/2036 360 505.84 3/1/2006 12/22/2005
6253860297 6.875 379400 3/1/2006 2/1/2036 360 2492.39 3/1/2006 1/11/2006
6254721563 6.875 99600 2/1/2006 1/1/2036 360 654.31 3/1/2006 12/30/2005
6262258517 7 250442 3/1/2006 2/1/2036 360 1666.2 3/1/2006 1/23/2006
6268870851 6.875 84000 3/1/2006 2/1/2036 360 551.83 3/1/2006 1/12/2006
6270656959 6.75 149700 3/1/2006 2/1/2036 360 970.96 3/1/2006 1/20/2006
6272127165 6.75 92572 2/1/2006 1/1/2036 360 600.43 2/1/2006 1/3/2006
6273159456 6.875 292000 12/1/2005 11/1/2035 360 1918.24 3/1/2006 10/12/2005
0000000000 6.75 242000 3/1/2006 2/1/2036 360 1569.61 3/1/2006 1/11/2006
6281401171 6.75 162400 2/1/2006 1/1/2036 360 1053.33 3/1/2006 12/30/2005
6281914751 6.75 80400 2/1/2006 1/1/2036 360 521.48 2/1/2006 1/5/2006
6284532832 7.75 48600 2/1/2006 1/1/2036 360 348.18 2/1/2006 12/30/2005
6284915177 6.875 120000 3/1/2006 2/1/2036 360 788.32 3/1/2006 1/19/2006
6291234208 6.875 46080 2/1/2006 1/1/2036 360 302.72 3/1/2006 12/30/2005
6304149773 6.75 44400 3/1/2006 2/1/2036 360 287.98 3/1/2006 1/13/2006
6305951425 6.75 135920 2/1/2006 1/1/2036 360 881.58 3/1/2006 12/19/2005
6307448917 7.25 201255 3/1/2006 2/1/2036 360 1372.92 3/1/2006 1/17/2006
0000000000 6.875 396000 1/1/2006 12/1/2035 360 2601.44 2/1/2006 11/22/2005
6308619276 7 140800 2/1/2006 1/1/2036 360 936.75 2/1/2006 12/23/2005
6309366364 7.125 258000 3/1/2006 2/1/2036 360 1738.2 3/1/2006 1/24/2006
6315650827 6.875 152000 3/1/2006 2/1/2036 360 998.54 3/1/2006 1/10/2006
6323724168 6.625 280000 3/1/2006 2/1/2036 360 1792.88 3/1/2006 1/5/2006
6324334439 6.75 139200 3/1/2006 2/1/2036 360 902.85 3/1/2006 1/17/2006
6335941867 6.625 400000 12/1/2005 11/1/2035 360 2561.25 2/1/2006 10/17/2005
6339911023 7.375 79200 2/1/2006 1/1/2036 360 547.02 2/1/2006 12/13/2005
6341762125 6.625 96800 2/1/2006 1/1/2036 360 619.83 2/1/2006 12/23/2005
6342354542 6.625 220000 3/1/2006 2/1/2036 360 1408.69 3/1/2006 1/19/2006
6342820492 6.75 172800 2/1/2006 1/1/2036 360 1120.78 3/1/2006 12/27/2005
6346836221 6.625 228000 3/1/2006 2/1/2036 360 1459.91 3/1/2006 1/3/2006
6346952812 6.75 133369 2/1/2006 1/1/2036 360 865.03 2/1/2006 12/22/2005
0000000000 6.625 140000 2/1/2006 1/1/2036 360 896.44 2/1/2006 12/29/2005
6355059038 6.625 336600 3/1/2006 2/1/2036 360 2155.29 3/1/2006 1/6/2006
6356550191 7.125 130000 3/1/2006 2/1/2036 360 875.84 3/1/2006 1/25/2006
6362523810 6.75 88000 3/1/2006 2/1/2036 360 570.77 3/1/2006 1/18/2006
6363468932 7.125 147600 2/1/2006 1/1/2036 360 994.41 2/1/2006 12/27/2005
6365351482 6.875 67200 3/1/2006 2/1/2036 360 441.46 3/1/2006 1/13/2006
6365981114 6.75 151920 3/1/2006 2/1/2036 360 985.36 3/1/2006 1/13/2006
6366435698 6.75 120600 2/1/2006 1/1/2036 360 782.21 2/1/2006 12/30/2005
6374828173 6.875 363000 1/1/2006 12/1/2035 360 2384.66 2/1/2006 11/7/2005
6379849976 6.875 101000 2/1/2006 1/1/2036 360 663.5 2/1/2006 12/28/2005
6385700718 7.25 125600 2/1/2006 1/1/2036 360 856.82 2/1/2006 12/29/2005
6385701021 6.625 98400 3/1/2006 2/1/2036 360 630.07 3/1/2006 1/13/2006
6386968173 7.125 177300 3/1/2006 2/1/2036 360 1194.51 3/1/2006 1/18/2006
6393439135 6.625 126000 3/1/2006 2/1/2036 360 806.8 3/1/2006 1/25/2006
6394784539 6.75 93200 3/1/2006 2/1/2036 360 604.5 3/1/2006 1/12/2006
6399332250 6.75 92825 2/1/2006 1/1/2036 360 602.07 3/1/2006 12/29/2005
6401007098 6.625 384400 3/1/2006 2/1/2036 360 2461.36 3/1/2006 1/19/2006
6403199729 6.75 55200 2/1/2006 1/1/2036 360 358.03 3/1/2006 12/29/2005
6403990879 6.75 96800 2/1/2006 1/1/2036 360 627.85 3/1/2006 1/3/2006
6407993523 6.75 295553 1/1/2006 12/1/2035 360 1916.96 2/1/2006 12/1/2005
6408562350 6.75 82400 3/1/2006 2/1/2036 360 534.45 3/1/2006 1/9/2006
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Number Term (Months) Principal Balance ($) Score Value Price
---------------------------------------------------------------------------------
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3302864198 360 41600 716 99645 52000
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6046835630 360 232000 718 290000 0
6055632027 359 79932.78 715 115000 100000
6056745513 360 269550 685 303000 299500
6059305950 359 99116.65 779 127000 124000
6060302624 359 221305.57 680 280000 276876
6064373662 359 89522.85 683 112000 112000
0000000000 359 304537.57 691 385000 381000
6073709302 359 64713.23 808 297000 0
6075248176 359 141602.96 726 179000 177160
6078863120 360 287200 796 359000 359000
6080086256 360 43200 726 54000 54000
0000000000 360 108000 693 135000 135000
6092835229 360 200000 765 250000 250000
6099653658 360 366000 725 610000 0
6100216859 360 148800 727 195000 186000
6100706107 360 317600 788 397000 397000
6100909701 359 182250.48 718 228000 228000
6104661043 359 121897.5 788 153000 152500
6114976589 360 100800 674 126000 126000
6115318104 359 96716.65 757 121000 121000
6121544263 263 94410.39 726 150000 0
6122221077 360 190000 655 280000 0
6123281559 360 115600 717 145000 144500
6127781638 360 40000 746 50000 50000
6128971964 360 60000 754 120000 120000
0000000000 360 90300 709 115000 113500
6138335010 360 256000 681 400000 320000
6150213434 360 238500 686 265000 265000
6150849500 360 49600 664 95000 62000
6153581365 360 185000 785 285000 285000
6154485046 360 100000 780 159800 169000
6164027341 359 102915.56 736 130000 130000
6164990860 360 126000 667 160000 157500
6166591112 360 417000 706 550000 550000
6168802210 360 360200 717 485000 0
6173355220 360 127250 689 189000 141429
6174238763 359 34971.31 661 46000 45000
0000000000 360 124000 699 140000 137800
6181336899 359 215614.02 674 270000 270000
6182995503 359 96638.74 676 120900 120900
6183722260 360 153000 777 230000 0
0000000000 360 97000 737 130000 0
6189047118 359 163840.42 741 206000 205000
6190003258 359 149868.65 733 222325 0
6190254992 360 229300 0 420000 286645
6194812647 359 95917.34 771 122000 120000
6196646597 359 96374.89 792 233000 0
6198127828 360 153600 757 202000 192000
6200879978 359 263772.7 717 330000 0
0000000000 360 63920 797 85000 79900
6204142043 359 391216.05 662 445000 435050
6204943739 360 95548 738 120000 119435
6209251369 359 163475.51 708 220000 204500
6210562739 360 58480 694 73100 73100
6226358353 360 325000 685 465000 0
6228040884 359 102309.65 702 131100 128000
6238250705 360 204104 711 275000 255130
6239798439 359 227808.45 675 275000 0
6240213501 359 75210.18 673 96000 95275
6240745759 359 88725.13 775 111000 111000
6243681894 357 366046.71 718 530000 0
6244439631 359 160861.38 653 202000 0
6252161697 359 76935.31 815 98000 98000
6253860297 360 379400 0 542000 568000
6254721563 359 99513.72 787 127000 125000
6262258517 360 250442 696 390000 0
6268870851 360 84000 742 105000 105000
6270656959 360 149700 694 190000 187173
6272127165 359 92492.29 812 129000 0
6273159456 357 291259.81 692 365000 0
0000000000 360 242000 686 395000 0
6281401171 359 162260.17 761 205000 203000
6281914751 359 80330.77 689 102000 100500
6284532832 359 48565.7 746 55000 54000
6284915177 360 120000 689 150000 0
6291234208 359 46041.28 742 60000 57600
6304149773 360 44400 723 59000 55500
6305951425 359 135802.97 671 174000 169900
6307448917 360 201255 733 485000 0
0000000000 358 395332.71 689 495000 0
6308619276 359 140684.58 738 176000 176000
6309366364 360 258000 695 520000 0
6315650827 360 152000 694 195000 190000
6323724168 360 280000 687 355000 0
6324334439 360 139200 688 187000 174000
6335941867 357 398935.39 705 521000 0
6339911023 359 79139.73 726 88000 0
6341762125 359 96714.59 759 123000 121000
6342354542 360 220000 667 275000 275000
6342820492 359 172651.22 732 216000 0
6346836221 360 228000 779 355000 0
6346952812 359 133254.17 709 167000 166711
0000000000 359 139876.48 693 460000 0
6355059038 360 336600 772 427000 420807
6356550191 360 130000 712 269000 0
6362523810 360 88000 758 110000 0
6363468932 359 147481.97 701 185000 0
6365351482 360 67200 789 84000 84000
6365981114 360 151920 731 190000 189900
6366435698 359 120496.17 753 134000 134000
6374828173 358 362388.31 711 516000 0
6379849976 359 100915.15 690 144000 0
6385700718 359 125502.01 698 185000 0
6385701021 360 98400 736 123000 123000
6386968173 360 177300 683 197000 197000
6393439135 360 126000 727 160000 157500
6394784539 360 93200 742 117000 116500
6399332250 359 92745.07 782 92000 90125
6401007098 360 384400 707 480500 0
6403199729 359 55152.47 774 72000 69000
6403990879 359 96716.65 726 122000 0
6407993523 358 295042.62 715 418000 360000
6408562350 360 82400 809 103000 103000
6414043205 359 397785.04 712 467500 0
6415726782 360 238400 740 298000 298000
6420160506 357 378167.81 760 500000 0
6421527778 300 120395 689 220000 0
6424101647 359 199032.64 705 275000 249000
6424573191 360 94000 699 105000 0
6431957817 359 199163.37 800 207000 205500
6435169740 359 79934.42 682 110000 100000
6436832189 360 129193 0 187000 161491
6439484145 360 212000 693 265000 265000
6446286129 359 129485.65 755 163000 162000
6447799187 360 262400 670 340000 328000
0000000000 360 147600 666 184500 184500
6450848632 360 248000 669 325000 310000
6451766171 360 127920 806 160000 159900
6452806901 359 151798.51 711 190000 189900
6457059563 360 171000 651 191500 190000
6464120358 359 132688.42 798 166000 0
6467007073 360 270000 716 363000 0
6467456189 360 130000 689 162500 162500
6468955965 360 233000 637 375000 0
6472603965 359 164868.05 737 235000 220000
6473029475 359 51958.41 807 65000 65000
6474456602 360 200000 699 250000 0
6475949738 360 156000 779 195000 195000
6476116063 360 159600 718 175000 168000
6477159625 359 167616.56 640 187000 172950
6477424888 360 280000 760 375000 350000
6481544929 360 56000 710 105350 104000
6482436273 360 77750 803 100000 97750
6482693766 359 105509.08 734 139000 132000
6495942085 359 133484.97 761 169000 167000
6499264007 360 149750 678 189500 187200
6500084840 360 293086 772 600000 0
6502597724 359 53154.19 748 67000 66500
6503258904 360 162400 683 203000 0
6505003670 359 115902.54 761 145000 0
6506002218 360 181000 760 235000 0
6506069381 359 262779.04 685 312000 0
6507223250 359 226748.77 757 434164 0
6508038053 360 66400 753 112000 83000
6513911047 360 148000 739 185000 0
6518361313 359 374789.04 700 535000 468900
6521694429 359 125494.47 677 158000 157000
6542340499 359 61744.38 678 78000 77250
6548989869 360 232000 703 290000 0
6549721592 360 133600 731 169000 167000
6552692094 360 212000 743 265000 265000
6564770755 357 387063.62 802 485000 0
6566117757 360 299192 661 374000 373990
0000000000 359 87124.92 779 113000 109000
6580882626 359 168857.23 695 231000 0
6581240592 360 81600 673 102000 102000
6586186352 359 224050.37 688 281000 280304
6588707171 360 205000 697 500000 0
6591140931 359 103914.75 670 145000 0
6597033148 360 125000 741 182000 0
6597104451 359 197833.66 737 248000 247500
6598190764 359 155862.36 729 221000 195000
6601161521 359 177043.65 756 325000 0
6601290221 360 188000 692 240000 235000
6603564862 360 300000 721 750000 0
6603777340 359 215822.94 716 270000 0
6614126701 360 118400 704 175000 148000
6614844246 359 277266.86 673 370000 0
6617464562 360 120000 746 160000 150000
6617761264 360 105200 709 132000 131500
6628333061 360 287000 685 455000 0
6629402147 359 99112.48 726 124000 0
6631535108 360 55620 697 64000 61800
6631938666 360 168000 683 210000 210000
6640573389 359 261768.84 701 350000 0
6648974282 360 164000 684 205000 0
6649420640 360 190000 673 291000 0
6652099141 359 513546.51 754 650000 642500
6652267425 360 87300 634 98000 97000
6653518685 359 416640.97 698 610000 0
6655778238 359 57549.18 715 84200 72000
6656025852 359 495583.3 705 628000 620000
6657774615 359 86725.26 795 124000 0
6659976242 360 207000 716 450000 0
6668882985 360 158000 707 216000 0
6671782834 360 173000 658 235000 0
6676382242 359 147884.54 687 185000 185000
6677185636 360 622500 669 830000 0
6681930837 359 311731.37 754 390000 390000
6684960492 360 106000 706 213500 0
6685947399 359 194832.11 767 270000 270000
6687040425 360 230000 671 370000 0
6692639617 360 83600 756 89000 88000
6700814780 360 63600 760 80000 79500
6701399658 360 369600 698 462000 0
6703459948 360 69600 687 87500 87000
6705687850 359 91922.7 777 120000 115000
6711015641 360 248000 678 355000 0
6714140511 360 100000 726 320000 0
6717312588 359 143887.66 670 163000 0
6720076030 359 175367.87 772 5200000 0
6721061957 360 123920 750 155000 154900
6722981005 359 119901.63 788 278000 276814
6723207624 359 290755.52 712 460000 0
6723454630 360 66400 675 90000 0
6723849375 359 126670.14 737 202700 0
6731804982 360 138920 696 175000 173662
6737192952 360 74400 804 93000 102000
0000000000 359 187538.28 711 254000 0
6756772700 359 111421.6 755 140000 139400
6757193963 360 180000 686 225000 0
6759138172 359 269789.37 739 370000 0
0000000000 360 78000 720 98000 98000
6775281113 360 68400 709 89000 85500
6775490466 359 96554.79 761 139900 0
6783955310 359 94324.5 715 120000 118000
6784948736 360 359200 668 449000 0
0000000000 360 300000 671 1350000 0
6789522452 360 132000 737 175000 165000
6792039015 359 231718.58 774 303000 289900
6800393891 360 389000 666 535000 0
6801907020 360 228950 664 293000 286188
6801973535 360 186504 672 239000 233131
6805037998 360 197670 752 336000 0
6812689369 360 277200 685 400000 0
6815987109 360 97600 754 122000 0
6816133646 359 81507.46 722 102500 101970
6816937889 360 112000 690 140000 0
6817952655 360 159920 679 201000 199900
6820262563 360 80000 706 101000 100000
0000000000 359 118664.05 718 129000 125000
0000000000 360 157500 659 210000 0
6823649675 360 88000 707 145000 110000
6826302181 360 132000 699 165000 165000
6828044534 359 122292 736 153000 153000
6828391265 359 181850.81 771 270000 269000
6830797186 360 287900 686 373500 359900
6832123514 359 127895.08 712 161000 160000
0000000000 359 79929.42 748 110000 100000
6833258681 360 104800 679 131000 0
6846212006 360 148720 694 190000 185900
6847448179 359 66420.76 744 97000 0
6848723034 360 120000 695 165000 150000
6849317703 360 175120 762 242600 218900
6850036762 360 114400 669 143000 0
6851796786 360 344000 688 430000 0
6854043871 360 279000 671 548000 0
6856467987 360 137000 722 200000 199000
6857655184 359 134493.23 716 231081 0
6862328785 360 144000 751 199000 180000
6865270992 359 34969.87 734 91000 85000
0000000000 360 180000 758 237000 225000
6867547983 359 89924.39 664 100000 0
6868678530 360 134720 665 170000 168400
6871508591 359 124907.23 637 171000 0
6876803211 359 97913.53 731 124000 122500
6877889680 360 114400 655 143000 0
6888695704 360 117600 696 147000 147000
6889056336 275 64473.9 810 85000 0
6890301861 360 292000 684 375000 0
6890608489 359 95915.3 789 120000 120000
6891336114 359 396297.54 723 490000 441535
6892211332 360 117200 702 148000 146500
6892513463 359 165860.53 700 225000 207500
6893909579 359 53206.25 777 60000 51700
6896058713 360 112000 754 140000 140000
6898004616 359 182246.76 739 228000 228000
6900570117 360 260000 0 375000 0
6906555179 360 60800 665 76000 80000
6907826686 359 237308.07 732 315000 0
6909152941 360 336000 691 425000 422000
6912303754 299 75025.62 751 109100 0
6916162404 360 128720 693 161000 160900
6919615200 359 358683.26 785 595000 0
6925261866 360 35600 788 65000 44500
6930238206 360 160000 642 230000 0
6932500223 239 170057.69 657 400000 0
6933374099 360 51000 678 64000 64000
6941991645 360 96000 713 120100 0
6942989390 360 116800 710 146000 146000
6949431677 360 324000 699 409000 405000
6952323035 360 155000 663 207000 0
6955674954 360 107250 709 143000 0
6956949488 357 399134.87 617 540000 0
6961340475 360 124000 767 156000 155000
6965016634 359 264627.36 679 390000 0
6972461153 359 324809.1 649 489000 0
6973827592 359 115860.16 786 180000 144950
6974373950 360 172000 677 215000 0
0000000000 360 69600 760 87000 87000
6975942977 359 139087.41 755 240000 173995
6976698404 360 84720 779 109000 105900
6976789187 359 162763.14 687 204000 203712
6985109567 359 130889.94 680 191000 0
6989046674 360 87200 693 115000 109000
6994486501 360 75000 722 141000 135000
6995942601 359 371687.47 654 465000 465000
Loan Count: 367
Scheduled PB
as February 1, 2006: $61,056,863.20
Unpaid PB W/A: $166,367.47
W/A Interest Rate: 6.862
W/A Remaining Term: 359.2 months
EXHIBIT D-5
MORTGAGE LOAN SCHEDULE
(LOAN GROUP 5)
Bank of America
[LOGO]
BOAALT 2006-02
Group 5:
Mortgage Schedule
Loan Property Loan Doc Original
Number Type Occupancy Purpose Type LTV (%)
--------------------------------------------------------------------------------------------------------------------
3303622694 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 79.99
6001833026 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 79.85
6002861141 Single Family Primary (Owner Occupied) Purchase Stated 73.69
6003459952 PUD Detached Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6008030048 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 66.38
6020065956 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6020395080 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00
6027804902 Single Family Secondary (Owner Occupied) Purchase Standard 29.71
6035663910 Single Family Primary (Owner Occupied) Construction_Permanent Stated 62.77
6035761862 Condo Highrise Secondary (Owner Occupied) Refinance_Equity_Takeout Stated 46.25
0000000000 Single Family Primary (Owner Occupied) Purchase Stated 80.00
6044343850 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6048198540 Single Family Primary (Owner Occupied) Purchase Standard 80.00
0000000000 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 64.62
6081697655 PUD Detached Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
0000000000 PUD Detached Primary (Owner Occupied) Refinance_Equity_Takeout Stated 49.16
6092184297 Single Family Primary (Owner Occupied) Purchase Stated 75.00
6092372280 Single Family Primary (Owner Occupied) Purchase Stated 75.00
6093002266 PUD Detached Primary (Owner Occupied) Purchase Stated 80.00
6109896388 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 77.71
6111205081 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
0000000000 PUD Detached Primary (Owner Occupied) Purchase Stated 75.00
6123400068 Three Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 60.74
6130686212 PUD Detached Primary (Owner Occupied) Refinance_No_Cash_Out Stated 80.00
6143217054 Single Family Primary (Owner Occupied) Construction_Permanent Standard 90.00
6147383845 Condo Highrise Primary (Owner Occupied) Purchase Standard 80.00
0000000000 Single Family Primary (Owner Occupied) Purchase Stated 80.00
6167032389 Condo Highrise Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6170786294 PUD Detached Secondary (Owner Occupied) Purchase Stated 68.44
6171824920 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 70.86
6179863110 Single Family Primary (Owner Occupied) Purchase No Ratio 75.00
6185840474 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 69.76
6192866926 Single Family Primary (Owner Occupied) Construction_Permanent Stated 63.56
6193825939 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6206847953 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 85.00
6219711659 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 79.33
0000000000 Single Family Primary (Owner Occupied) Purchase No Ratio 75.00
6247493288 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6250496301 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 73.96
6251086697 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 61.64
6286434649 Condo Highrise Primary (Owner Occupied) Purchase Stated 80.00
0000000000 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6314156800 PUD Detached Primary (Owner Occupied) Refinance_Equity_Takeout Stated 79.90
6320702183 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6333418496 PUD Detached Primary (Owner Occupied) Construction_Permanent Stated 59.80
6337004268 Single Family Primary (Owner Occupied) Purchase Stated 89.95
6340488508 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 74.90
6360241175 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 49.61
6367287148 PUD Detached Primary (Owner Occupied) Purchase Stated 75.00
6395956482 Condo Highrise Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 80.00
6413938736 Single Family Primary (Owner Occupied) Purchase Stated 80.00
6415636320 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
0000000000 Single Family Primary (Owner Occupied) Purchase Stated 75.00
6426609720 PUD Detached Primary (Owner Occupied) Purchase Stated 74.99
0000000000 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6447117091 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 74.68
6470569309 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6472479333 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 63.88
6478490193 PUD Detached Primary (Owner Occupied) Purchase Stated 75.00
6508312201 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 76.11
6512614725 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6516076541 PUD Detached Primary (Owner Occupied) Refinance_No_Cash_Out Stated 75.00
6517345630 CL Primary (Owner Occupied) Refinance_No_Cash_Out Stated 79.91
6517695679 Single Family Primary (Owner Occupied) Purchase Stated 70.00
6528052787 PUD Detached Primary (Owner Occupied) Purchase Stated 57.70
6537283670 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 77.03
6543190828 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00
6543877085 Single Family Primary (Owner Occupied) Purchase Stated 67.57
6544594002 PUD Detached Investment (Non-Owner Occupied) Purchase Stated 69.68
6556602735 Single Family Primary (Owner Occupied) Purchase Stated 73.52
0000000000 PUD Detached Primary (Owner Occupied) Refinance_Equity_Takeout Stated 71.52
6576958695 Single Family Secondary (Owner Occupied) Refinance_Equity_Takeout Stated 52.77
0000000000 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6596432226 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 76.58
6618797879 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 74.72
6620729928 PUD Detached Secondary (Owner Occupied) Purchase Standard 75.00
6629502946 Single Family Secondary (Owner Occupied) Purchase Stated 80.00
6633864688 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6647432688 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 78.76
6674985715 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 36.00
6688409645 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 77.16
0000000000 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 65.00
6707285877 PUD Detached Primary (Owner Occupied) Purchase Stated 80.00
6708960593 Single Family Primary (Owner Occupied) Purchase Stated 80.00
6709055237 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 75.00
6710426419 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 74.78
6711231164 PUD Detached Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6712280210 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
0000000000 Single Family Primary (Owner Occupied) Purchase Stated 61.03
6738505095 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 68.18
6762074646 PUD Detached Primary (Owner Occupied) Refinance_No_Cash_Out Stated 46.70
0000000000 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6777379188 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 75.51
6778431848 PUD Detached Secondary (Owner Occupied) Purchase Stated 80.00
6784339464 Three Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6787131421 PUD Detached Primary (Owner Occupied) Purchase No Ratio 70.00
6788853189 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6802174372 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6804642830 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6805046528 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 50.00
6810411303 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6814574247 Single Family Primary (Owner Occupied) Purchase Stated 61.25
6815392219 Single Family Primary (Owner Occupied) Purchase Stated 80.00
6828834181 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 76.84
6833806463 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6839128102 HC Secondary (Owner Occupied) Purchase Standard 72.95
6860379665 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 74.93
6861027651 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6879431234 Single Family Primary (Owner Occupied) Purchase Stated 80.00
6882934075 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 70.00
0000000000 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 74.38
6914044679 PUD Detached Primary (Owner Occupied) Purchase No Ratio 45.86
6920137459 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6934834893 PUD Detached Primary (Owner Occupied) Refinance_No_Cash_Out Stated 68.88
6935069911 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 69.44
6941151398 Single Family Primary (Owner Occupied) Purchase No Ratio 80.00
6952141569 Single Family Primary (Owner Occupied) Purchase Standard 80.00
0000000000 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
0000000000 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 68.76
6983557007 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 21.97
6989816928 PUD Detached Primary (Owner Occupied) Purchase Stated 66.21
6998888850 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 64.35
Original
Loan Mortgage Interest Principal First Payment Maturity Original Monthly Current Closing
Number Rate (%) Balance ($) Date Date Term (Months) Payment ($) Due Date Date
------------------------------------------------------------------------------------------------------------------------------
3303622694 6.75 459950 2/1/2006 1/1/2036 360 2983.23 2/1/2006 12/23/2005
6001833026 6 452000 2/1/2006 1/1/2036 360 2709.97 2/1/2006 12/6/2005
6002861141 6.125 1000000 3/1/2006 2/1/2036 360 6076.11 3/1/2006 1/18/2006
6003459952 6.5 428000 2/1/2006 1/1/2036 360 2705.26 2/1/2006 12/14/2005
6008030048 6.5 863000 1/1/2006 12/1/2035 360 5454.75 2/1/2006 12/9/2005
6020065956 7.125 576000 2/1/2006 1/1/2036 360 3880.62 2/1/2006 12/21/2005
6020395080 6.75 444720 1/1/2006 12/1/2035 360 2884.45 2/1/2006 12/5/2005
6027804902 7.25 832000 2/1/2006 1/1/2036 360 5675.71 2/1/2006 12/16/2005
6035663910 6.375 565000 1/1/2006 12/1/2035 360 3524.87 2/1/2006 12/1/2005
6035761862 7.25 555000 2/1/2006 1/1/2036 360 3786.08 2/1/2006 12/30/2005
0000000000 6.875 464000 3/1/2006 2/1/2036 360 3048.15 3/1/2006 1/23/2006
6044343850 7 675000 3/1/2006 2/1/2036 360 4490.8 3/1/2006 1/4/2006
6048198540 6.5 548000 2/1/2006 1/1/2036 360 3463.74 3/1/2006 12/30/2005
0000000000 6.625 775500 3/1/2006 2/1/2036 360 4965.62 3/1/2006 1/24/2006
6081697655 6.5 496000 3/1/2006 2/1/2036 360 3135.06 3/1/2006 1/20/2006
0000000000 7.75 1180000 3/1/2006 2/1/2036 360 8453.67 3/1/2006 1/17/2006
6092184297 6.5 658125 3/1/2006 2/1/2036 360 4159.8 3/1/2006 1/19/2006
6092372280 6.125 600000 1/1/2006 12/1/2035 360 3645.67 2/1/2006 11/14/2005
6093002266 6.625 1124000 3/1/2006 2/1/2036 360 7197.1 3/1/2006 1/13/2006
6109896388 6.625 544000 2/1/2006 1/1/2036 360 3483.3 2/1/2006 12/21/2005
6111205081 6.625 448000 3/1/2006 2/1/2036 360 2868.6 3/1/2006 1/12/2006
0000000000 6.25 493437 2/1/2006 1/1/2036 360 3038.18 2/1/2006 12/30/2005
6123400068 6.75 650000 3/1/2006 2/1/2036 360 4215.89 3/1/2006 1/23/2006
6130686212 6.25 456000 1/1/2006 12/1/2035 360 2807.68 2/1/2006 11/28/2005
6143217054 6 810000 11/1/2005 10/1/2035 360 4856.36 2/1/2006 10/1/2005
6147383845 6.875 478800 2/1/2006 1/1/2036 360 3145.38 2/1/2006 12/27/2005
0000000000 6.5 600000 3/1/2006 2/1/2036 360 3792.41 3/1/2006 1/12/2006
6167032389 6.875 468750 3/1/2006 2/1/2036 360 3079.36 3/1/2006 1/13/2006
6170786294 6.625 1000000 2/1/2006 1/1/2036 360 6403.11 2/1/2006 12/8/2005
6171824920 6.625 450000 1/1/2006 12/1/2035 360 2881.4 2/1/2006 11/30/2005
6179863110 6.75 426750 3/1/2006 2/1/2036 360 2767.9 3/1/2006 1/20/2006
6185840474 6.75 510000 2/1/2006 1/1/2036 360 3307.86 2/1/2006 12/21/2005
6192866926 6.625 464000 12/1/2005 11/1/2035 360 2971.05 2/1/2006 11/1/2005
6193825939 6.875 520000 3/1/2006 2/1/2036 360 3416.03 3/1/2006 1/19/2006
6206847953 7.125 595000 2/1/2006 1/1/2036 360 4008.63 2/1/2006 1/3/2006
6219711659 6.625 480000 2/1/2006 1/1/2036 360 3073.5 2/1/2006 12/27/2005
0000000000 6.375 621750 1/1/2006 12/1/2035 360 3878.92 2/1/2006 11/29/2005
6247493288 6.375 880000 1/1/2006 12/1/2035 360 5490.06 2/1/2006 11/16/2005
6250496301 6.25 998500 2/1/2006 1/1/2036 360 6147.94 2/1/2006 12/27/2005
6251086697 6.625 431500 2/1/2006 1/1/2036 360 2762.95 3/1/2006 1/4/2006
6286434649 5.625 600000 2/1/2006 1/1/2036 360 3453.94 2/1/2006 12/13/2005
0000000000 7.75 630000 2/1/2006 1/1/2036 360 4513.4 3/1/2006 12/2/2005
6314156800 7 491395 2/1/2006 1/1/2036 360 3269.27 2/1/2006 12/16/2005
6320702183 7.375 572000 3/1/2006 2/1/2036 360 3950.67 3/1/2006 1/5/2006
6333418496 6 930000 2/1/2006 1/1/2036 360 5575.82 2/1/2006 1/1/2006
6337004268 6.25 564000 1/1/2006 12/1/2035 360 3472.65 2/1/2006 11/4/2005
6340488508 6.625 618000 3/1/2006 2/1/2036 360 3957.13 3/1/2006 1/25/2006
6360241175 6.625 650000 3/1/2006 2/1/2036 360 4162.03 3/1/2006 1/23/2006
6367287148 7.875 592500 3/1/2006 2/1/2036 360 4296.04 3/1/2006 1/3/2006
6395956482 7.375 544000 1/1/2006 12/1/2035 360 3757.28 2/1/2006 11/23/2005
6413938736 6.375 436000 2/1/2006 1/1/2036 360 2720.08 3/1/2006 12/14/2005
6415636320 7.25 528000 2/1/2006 1/1/2036 360 3601.9 3/1/2006 12/19/2005
0000000000 6.25 712500 1/1/2006 12/1/2035 360 4386.99 3/1/2006 11/21/2005
6426609720 7.5 490850 3/1/2006 2/1/2036 360 3432.1 3/1/2006 1/19/2006
0000000000 6.75 440000 2/1/2006 1/1/2036 360 2853.84 2/1/2006 12/27/2005
6447117091 6.625 900000 2/1/2006 1/1/2036 360 5762.8 2/1/2006 12/14/2005
6470569309 6.625 540000 2/1/2006 1/1/2036 360 3457.68 2/1/2006 12/14/2005
6472479333 6.5 460000 1/1/2006 12/1/2035 360 2907.52 2/1/2006 11/29/2005
6478490193 6.5 641250 3/1/2006 2/1/2036 360 4053.14 3/1/2006 1/6/2006
6508312201 6.25 650000 2/1/2006 1/1/2036 360 4002.17 2/1/2006 1/10/2006
6512614725 7.125 858750 3/1/2006 2/1/2036 360 5785.56 3/1/2006 1/3/2006
6516076541 6.5 975000 3/1/2006 2/1/2036 360 6162.67 3/1/2006 1/3/2006
6517345630 6.25 455500 11/1/2005 10/1/2035 360 2804.6 2/1/2006 9/16/2005
6517695679 6.875 2940000 3/1/2006 2/1/2036 360 19313.71 3/1/2006 1/4/2006
6528052787 6.875 477500 2/1/2006 1/1/2036 360 3136.84 2/1/2006 12/9/2005
6537283670 6.75 520000 2/1/2006 1/1/2036 360 3372.72 4/1/2006 12/14/2005
6543190828 6.5 432800 2/1/2006 1/1/2036 360 2735.6 2/1/2006 12/16/2005
6543877085 6.375 446000 2/1/2006 1/1/2036 360 2782.46 3/1/2006 12/30/2005
6544594002 6.625 480807 3/1/2006 2/1/2036 360 3078.67 3/1/2006 1/25/2006
6556602735 6.125 500000 1/1/2006 12/1/2035 360 3038.06 2/1/2006 11/15/2005
0000000000 6.5 422000 2/1/2006 1/1/2036 360 2667.33 3/1/2006 1/5/2006
6576958695 6.5 1000000 2/1/2006 1/1/2036 360 6320.69 3/1/2006 12/7/2005
0000000000 6 505040 1/1/2006 12/1/2035 360 3027.97 3/1/2006 11/21/2005
6596432226 6.5 448000 2/1/2006 1/1/2036 360 2831.67 3/1/2006 12/21/2005
6618797879 6.25 680000 3/1/2006 2/1/2036 360 4186.88 3/1/2006 1/19/2006
6620729928 6.5 446250 1/1/2006 12/1/2035 360 2820.61 2/1/2006 11/30/2005
6629502946 6.75 652000 2/1/2006 1/1/2036 360 4228.86 2/1/2006 12/15/2005
6633864688 6.625 648800 2/1/2006 1/1/2036 360 4154.34 2/1/2006 12/23/2005
6647432688 7.125 512000 2/1/2006 1/1/2036 360 3449.44 3/1/2006 12/29/2005
6674985715 7.25 450000 3/1/2006 2/1/2036 360 3069.8 3/1/2006 1/11/2006
6688409645 7.5 500000 3/1/2006 2/1/2036 360 3496.08 3/1/2006 1/19/2006
0000000000 6.75 975000 2/1/2006 1/1/2036 360 6323.84 2/1/2006 12/12/2005
6707285877 6.375 736000 1/1/2006 12/1/2035 360 4591.69 2/1/2006 11/21/2005
6708960593 6.25 464800 3/1/2006 2/1/2036 360 2861.86 3/1/2006 1/18/2006
6709055237 6.375 525000 3/1/2006 2/1/2036 360 3275.32 3/1/2006 1/20/2006
6710426419 6.5 602000 2/1/2006 1/1/2036 360 3805.05 3/1/2006 12/5/2005
6711231164 6.625 440000 2/1/2006 1/1/2036 360 2817.37 2/1/2006 12/19/2005
6712280210 7.375 455200 2/1/2006 1/1/2036 360 3143.96 3/1/2006 1/3/2006
0000000000 6 470000 1/1/2006 12/1/2035 360 2817.89 3/1/2006 11/8/2005
6738505095 7.5 1500000 3/1/2006 2/1/2036 360 10488.22 3/1/2006 1/20/2006
6762074646 6.375 460009 2/1/2006 1/1/2026 240 3395.94 2/1/2006 12/20/2005
0000000000 6.875 520000 3/1/2006 2/1/2036 360 3416.03 3/1/2006 1/24/2006
6777379188 6.875 494600 2/1/2006 1/1/2036 360 3249.17 3/1/2006 1/3/2006
6778431848 6.875 528000 2/1/2006 1/1/2036 360 3468.59 3/1/2006 12/28/2005
6784339464 6.25 740000 3/1/2006 2/1/2036 360 4556.31 3/1/2006 1/20/2006
6787131421 6.75 469000 2/1/2006 1/1/2036 360 3041.93 2/1/2006 12/12/2005
6788853189 6.875 487500 2/1/2006 1/1/2036 360 3202.53 2/1/2006 12/27/2005
6802174372 6.125 448000 3/1/2006 2/1/2036 360 2722.1 3/1/2006 1/20/2006
6804642830 6.875 1125000 1/1/2006 12/1/2035 360 7390.45 2/1/2006 12/5/2005
6805046528 6.5 550000 2/1/2006 1/1/2036 360 3476.38 2/1/2006 1/4/2006
6810411303 6.125 440960 3/1/2006 2/1/2036 360 2679.32 3/1/2006 1/5/2006
6814574247 6.25 830000 1/1/2006 12/1/2035 360 5110.46 2/1/2006 12/5/2005
6815392219 6.25 484800 2/1/2006 1/1/2036 360 2985 2/1/2006 12/23/2005
6828834181 6 730000 1/1/2006 12/1/2035 360 4376.72 3/1/2006 11/28/2005
6833806463 6.375 548000 1/1/2006 12/1/2035 360 3418.81 2/1/2006 11/10/2005
6839128102 6.875 445000 1/1/2006 12/1/2025 240 3416.78 2/1/2006 11/23/2005
6860379665 6.875 562000 2/1/2006 1/1/2036 360 3691.95 2/1/2006 12/2/2005
6861027651 6.875 472000 3/1/2006 2/1/2036 360 3100.71 3/1/2006 1/13/2006
6879431234 6.5 520000 2/1/2006 1/1/2036 360 3286.76 2/1/2006 12/29/2005
6882934075 6.5 700000 3/1/2006 2/1/2036 360 4424.48 3/1/2006 1/19/2006
0000000000 6.75 450000 3/1/2006 2/1/2036 360 2918.7 3/1/2006 1/10/2006
6914044679 7 658197 2/1/2006 1/1/2036 360 4379.01 2/1/2006 12/9/2005
6920137459 6.75 626400 2/1/2006 1/1/2036 360 4062.82 3/1/2006 12/15/2005
6934834893 7.5 775000 1/1/2006 12/1/2035 360 5418.92 2/1/2006 12/5/2005
6935069911 6.375 500000 1/1/2006 12/1/2035 360 3119.35 2/1/2006 11/29/2005
6941151398 6.375 460000 2/1/2006 1/1/2036 360 2869.81 3/1/2006 1/3/2006
6952141569 6.875 456000 2/1/2006 1/1/2036 360 2995.6 2/1/2006 12/14/2005
0000000000 6.25 660000 2/1/2006 1/1/2036 360 4063.74 3/1/2006 12/20/2005
0000000000 6.5 480000 2/1/2006 1/1/2036 360 3033.93 3/1/2006 12/20/2005
6983557007 6.5 835000 3/1/2006 2/1/2036 360 5277.77 3/1/2006 1/4/2006
6989816928 6.875 980000 2/1/2006 1/1/2036 360 6437.91 2/1/2006 12/16/2005
6998888850 6.5 650000 1/1/2006 12/1/2035 360 4108.45 2/1/2006 11/29/2005
Loan Remaining Scheduled Credit Appraisal Sales
Number Term (Months) Principal Balance ($) Score Value Price
---------------------------------------------------------------------------------
3303622694 360 459,553.99 698 575000 0
6001833026 360 451,550.03 683 566000 0
6002861141 360 1,000,000.00 726 1357000 1357000
6003459952 360 427,613.07 691 535000 0
6008030048 359 861,435.44 718 1300000 0
6020065956 360 575,539.38 714 720000 0
6020395080 359 443,952.05 746 572000 555900
6027804902 360 818,656.07 0 2800000 2800000
6035663910 359 563,950.60 780 900000 928590
6035761862 359 554,567.05 707 1200000 0
0000000000 360 464,000.00 756 580000 580000
6044343850 360 675,000.00 660 900000 0
6048198540 359 547,504.59 780 685000 685000
0000000000 360 775,500.00 697 1200000 0
6081697655 360 496,000.00 718 620000 0
0000000000 360 1,180,000.00 726 2400000 0
6092184297 360 658,125.00 725 877500 877500
6092372280 359 598,830.68 708 800000 800000
6093002266 360 1,124,000.00 737 1405000 1411339
6109896388 360 543,520.03 691 700000 0
6111205081 360 448,000.00 671 560000 0
0000000000 359 492,968.80 797 675000 657906
6123400068 360 650,000.00 704 1070000 0
6130686212 359 455,132.39 749 570000 0
6143217054 357 806,750.08 732 900000 1137728
6147383845 359 478,397.75 683 615000 598500
0000000000 360 600,000.00 771 775000 750000
6167032389 360 468,750.00 735 625000 0
6170786294 360 999,117.72 685 1470000 1461000
6171824920 359 449,203.75 703 635000 0
6179863110 360 426,750.00 798 571000 569000
6185840474 360 509,560.89 703 731000 0
6192866926 358 462,765.06 680 730000 738439
6193825939 360 520,000.00 747 650000 0
6206847953 359 594,524.18 678 700000 0
6219711659 360 479,576.50 682 605000 0
0000000000 359 620,595.20 709 829000 829000
6247493288 359 878,365.55 772 1100000 0
6250496301 360 997,552.58 755 1350000 0
6251086697 359 431,119.29 723 700000 0
6286434649 360 599,358.56 698 775000 750000
0000000000 360 629,555.35 695 900000 0
6314156800 360 490,992.20 682 615000 0
6320702183 360 572,000.00 774 715000 0
6333418496 359 929,074.18 000 0000000 1555006
6337004268 359 562,926.91 746 627000 750000
6340488508 360 618,000.00 753 825000 0
6360241175 360 650,000.00 624 1310000 0
6367287148 360 592,500.00 790 790000 790000
6395956482 359 543,169.56 680 680000 0
6413938736 360 435,594.96 778 545000 545000
6415636320 360 527,588.10 705 660000 0
0000000000 359 711,144.00 692 950000 950000
6426609720 360 490,850.00 738 800000 654517
0000000000 360 439,621.16 689 550000 0
6447117091 359 899,205.95 755 1205000 0
6470569309 359 539,523.57 713 720000 0
6472479333 359 459,166.04 694 720000 0
6478490193 360 641,250.00 773 855000 855000
6508312201 359 649,383.25 737 854000 0
6512614725 360 858,750.00 688 1145000 0
6516076541 360 975,000.00 768 1300000 0
6517345630 357 453,757.63 690 570000 0
6517695679 360 2,940,000.00 000 0000000 4200000
6528052787 360 477,098.84 785 830000 827500
6537283670 360 519,552.28 696 675000 0
6543190828 360 432,408.73 660 541000 541000
6543877085 359 445,586.02 776 660000 660000
6544594002 360 480,807.00 764 690000 690000
6556602735 359 499,025.56 734 680000 750000
0000000000 359 421,618.50 707 590000 0
6576958695 360 999,095.98 729 1895000 0
0000000000 359 504,031.95 674 636000 631300
6596432226 360 447,595.00 698 585000 0
6618797879 360 680,000.00 677 910000 0
6620729928 359 445,440.97 0 600000 595000
6629502946 360 651,438.64 767 815000 815000
6633864688 359 648,227.58 720 811000 0
6647432688 359 511,590.56 743 650000 0
6674985715 360 450,000.00 668 1250000 0
6688409645 360 500,000.00 668 648000 0
0000000000 360 974,160.54 662 1500000 0
6707285877 359 734,633.00 813 920000 920000
6708960593 360 464,800.00 749 600000 581000
6709055237 360 525,000.00 748 700000 0
6710426419 360 601,355.78 761 805000 0
6711231164 360 439,611.80 742 550000 0
6712280210 359 454,853.62 753 570000 569000
0000000000 359 469,061.88 666 770000 770000
6738505095 360 1,500,000.00 732 2200000 0
6762074646 240 459,056.86 666 985000 0
0000000000 360 520,000.00 715 650000 0
6777379188 359 494,184.48 719 655000 0
6778431848 359 527,469.03 683 675000 660000
6784339464 360 740,000.00 755 925000 925000
6787131421 360 468,596.20 763 670000 670000
6788853189 360 487,090.44 717 650000 0
6802174372 360 448,000.00 744 575000 560000
6804642830 359 1,123,104.31 731 1500000 0
6805046528 359 549,502.79 743 1100000 0
6810411303 360 440,960.00 687 580000 551200
6814574247 359 828,420.81 725 1355000 1450000
6815392219 360 484,340.00 664 606000 606000
6828834181 359 728,542.93 770 950000 0
6833806463 359 546,982.18 764 690000 685000
6839128102 239 443,260.43 787 620000 610000
6860379665 360 561,527.84 727 750000 0
6861027651 360 472,000.00 682 590000 0
6879431234 359 519,529.91 740 690000 650000
6882934075 360 700,000.00 733 1000000 0
0000000000 360 450,000.00 681 605000 0
6914044679 360 657,657.47 701 1475000 1435000
6920137459 360 625,860.68 795 785000 783000
6934834893 359 773,846.07 743 1125000 0
6935069911 359 499,071.34 719 720000 0
6941151398 359 459,573.75 793 575000 575000
6952141569 360 455,616.90 673 570000 570000
0000000000 359 659,373.76 749 825000 0
0000000000 360 479,566.07 685 698000 0
6983557007 360 835,000.00 785 3800000 0
6989816928 359 979,176.67 789 1480000 1533100
6998888850 359 648,821.58 729 1010000 0
Loan Count: 122
Scheduled PB
as February 1, 2006: $75,539,965.87
Unpaid PB W/A: $627,376.77
W/A Interest Rate: 6.667
W/A Remaining Term: 357.7 months
EXHIBIT D-6
MORTGAGE LOAN SCHEDULE
(LOAN GROUP 6)
Bank of America
[LOGO]
BOAALT 2006-02
Group 6:
Mortgage Schedule
Loan Property Loan Doc Original
Number Type Occupancy Purpose Type LTV (%)
--------------------------------------------------------------------------------------------------------------------
3302421718 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 18.53
3302500347 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.00
3302566579 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3302794296 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 51.76
3302857895 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 70.84
3302904044 Single Family Secondary (Owner Occupied) Refinance_Equity_Takeout Stated 49.37
3302904358 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 42.48
3302912260 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 75.85
3302993419 Four Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 19.23
3302999572 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303135523 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303140580 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 69.99
3303148146 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 58.29
3303163103 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 28.11
3303177186 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
3303199891 Three Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 64.69
3303201424 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 89.17
3303257384 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 51.83
3303298024 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.00
3303311462 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 37.12
3303320331 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 56.75
3303337418 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 22.99
3303350577 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Paper Saver 95.00
3303365591 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 45.09
3303374569 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
3303403624 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Rapid 80.00
3303408581 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 59.45
3303409118 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 56.60
3303420628 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 40.34
3303436343 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 61.68
3303440816 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 68.22
3303452712 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 24.90
3303456978 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 80.00
3303460590 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 70.00
3303463396 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 78.62
3303463537 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 79.40
3303463651 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 77.50
3303464592 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 43.07
3303466753 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 54.96
3303473833 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 24.87
3303475382 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 69.50
3303475994 Two Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 14.80
3303478576 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 32.99
3303480242 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 18.63
3303482891 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 68.93
3303482958 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 69.06
3303487205 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 32.98
3303488922 Condo Highrise Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303491926 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 37.99
3303492098 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 26.30
3303498673 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
3303501765 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 84.54
3303504686 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 53.09
3303508067 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 62.42
3303509313 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 36.78
3303509453 Single Family Primary (Owner Occupied) Purchase Standard 78.09
3303509636 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 60.20
3303509776 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 59.33
3303513158 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 33.13
3303519700 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 11.94
3303519841 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 69.71
3303520070 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 20.87
3303527653 Single Family Primary (Owner Occupied) Purchase No Ratio 80.00
3303527752 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 63.42
3303530640 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Rapid 74.93
3303530962 CL Investment (Non-Owner Occupied) Purchase Paper Saver 70.00
3303541068 Four Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 42.20
3303543932 Two Family Primary (Owner Occupied) Purchase No Ratio 75.00
3303544153 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 82.15
3303544518 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 71.30
3303547859 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 25.60
3303554053 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
3303554723 Single Family Investment (Non-Owner Occupied) Purchase Standard 59.32
3303557825 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 10.40
3303558369 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 38.00
3303559151 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.00
3303559813 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.00
3303569549 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 14.28
3303579563 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 31.88
3303580991 CL Investment (Non-Owner Occupied) Purchase Standard 64.16
3303582013 Two Family Primary (Owner Occupied) Purchase No Ratio 26.66
3303606044 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 66.15
3303613826 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 28.66
3303623650 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 58.18
3303623676 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 16.51
3303635472 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 75.00
3303637445 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 30.57
3303648426 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.98
3303650026 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 19.48
3303650034 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 69.35
3303651008 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 62.68
3303653111 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 60.41
3303655488 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 64.00
3303662575 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 79.91
3303666865 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 49.74
3303670586 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 35.68
3303671345 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 73.80
3303673044 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303678951 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 23.32
3303685956 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 68.81
3303707792 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 41.67
3303738730 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 18.54
3303739977 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6015011007 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6020063787 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.00
6027192993 Townhouse Primary (Owner Occupied) Refinance_No_Cash_Out Stated 51.51
6036029210 CL Primary (Owner Occupied) Refinance_Equity_Takeout Stated 67.15
6038888662 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 60.22
6040869643 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 60.56
6043044095 Condo Highrise Investment (Non-Owner Occupied) Purchase Paper Saver 36.59
6056475269 Single Family Primary (Owner Occupied) Purchase No Ratio 60.41
0000000000 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 75.86
6070895286 PUD Detached Primary (Owner Occupied) Refinance_No_Cash_Out Stated 52.83
6075426996 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 46.72
6076581534 PUD Detached Primary (Owner Occupied) Purchase No Ratio 80.00
6079203490 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 69.99
0000000000 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6083895323 Condo Highrise Investment (Non-Owner Occupied) Purchase DU 42.20
6086669006 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6095368244 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Standard 80.00
6097105149 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 31.73
6100328993 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6100664504 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 69.96
6105081860 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 43.18
6106073361 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 38.37
6109655271 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 67.94
6112574410 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 37.50
0000000000 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 41.41
6128217335 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 62.30
6133305208 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 56.55
0000000000 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 63.09
6134032017 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 67.31
6139821265 Two Family Primary (Owner Occupied) Purchase No Ratio 57.60
6150416177 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 84.89
6155947069 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 26.87
6158633559 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 57.61
6162383365 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6167744462 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 34.56
6169613160 CL Investment (Non-Owner Occupied) Purchase Paper Saver 64.70
6182466224 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 44.36
6190857505 Two Family Primary (Owner Occupied) Purchase No Ratio 38.83
6195392623 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 70.00
6201093280 Three Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 58.02
6205947523 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6219281117 Single Family Primary (Owner Occupied) Purchase Stated 71.42
6219624365 Townhouse Investment (Non-Owner Occupied) Purchase DU 80.00
6220484429 Two Family Primary (Owner Occupied) Purchase Stated 90.00
6221212126 Single Family Investment (Non-Owner Occupied) Purchase Standard 79.75
6226455514 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 34.09
6230328442 Two Family Primary (Owner Occupied) Purchase No Ratio 65.78
6243444871 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 65.90
6247587394 PUD Detached Primary (Owner Occupied) Refinance_No_Cash_Out Stated 65.07
6254166918 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00
6262633198 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 80.00
6266864583 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 31.52
6269546187 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 67.39
6269996747 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 74.00
6270013227 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 44.63
6274064002 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 33.12
6276691133 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 59.14
6286304313 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 79.32
6290273991 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6304692244 Single Family Investment (Non-Owner Occupied) Purchase Stated 78.93
6305946417 CL Primary (Owner Occupied) Refinance_Equity_Takeout Stated 78.36
6312442913 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6314397487 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 41.00
0000000000 CL Investment (Non-Owner Occupied) Purchase DU 80.00
6318127559 Condo Highrise Primary (Owner Occupied) Purchase Stated 75.00
6320646448 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 71.42
6323510724 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6328886343 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6329645441 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 60.20
6337804642 Single Family Primary (Owner Occupied) Purchase Stated 56.05
0000000000 Two Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6353908749 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 70.00
6355188902 Four Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 44.61
6355630127 Single Family Primary (Owner Occupied) Purchase Stated 28.79
0000000000 Two Family Primary (Owner Occupied) Purchase Stated 80.00
6365098216 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 27.69
6401637639 Single Family Primary (Owner Occupied) Construction_Permanent Stated 80.00
6402440348 Single Family Primary (Owner Occupied) Purchase Stated 80.00
6403140616 Four Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 41.66
0000000000 Townhouse Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 60.00
6412669662 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 84.90
0000000000 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 54.50
6423629911 Four Family Investment (Non-Owner Occupied) Purchase Standard 43.75
6425474555 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 73.68
6427705295 Two Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 51.11
6429236885 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6431231866 Single Family Primary (Owner Occupied) Purchase Standard 51.61
6436952003 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 58.25
6437177410 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 37.50
6439485217 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 59.96
6441261333 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 76.73
6444030263 CL Primary (Owner Occupied) Purchase No Ratio 45.87
6452318303 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6455792116 Townhouse Primary (Owner Occupied) Purchase Standard 80.00
6463184983 Four Family Investment (Non-Owner Occupied) Purchase Standard 75.00
0000000000 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 10.58
6470351989 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00
6475821762 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 32.70
6489497351 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 69.32
6499739552 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 61.90
6500230542 Condo Highrise Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6503395912 Condo Highrise Investment (Non-Owner Occupied) Purchase DU 75.00
0000000000 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.03
6517684046 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 67.61
6522926853 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 62.78
6528040048 Two Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 90.00
6533404114 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 43.32
6535689399 Two Family Investment (Non-Owner Occupied) Purchase DU 36.02
6562992674 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 35.06
6580036215 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 42.83
0000000000 Single Family Secondary (Owner Occupied) Refinance_Equity_Takeout Stated 40.57
6593838730 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 69.38
6606726898 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 23.58
6614404561 Single Family Primary (Owner Occupied) Construction_Permanent Rapid 66.66
6638788171 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 37.24
0000000000 Single Family Primary (Owner Occupied) Purchase Stated 67.92
6662920989 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 78.16
6667115536 PUD Detached Primary (Owner Occupied) Refinance_Equity_Takeout Stated 48.78
6668570770 Single Family Primary (Owner Occupied) Purchase No Ratio 78.68
6671090865 Single Family Primary (Owner Occupied) Purchase Paper Saver 88.10
0000000000 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 15.23
6688107603 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 71.42
6692355545 CL Investment (Non-Owner Occupied) Purchase DU 80.00
6692466599 Single Family Primary (Owner Occupied) Purchase Stated 70.22
6694835239 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6705246558 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 78.57
6708287120 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 44.80
6708863805 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6739165923 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 27.89
6747639232 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 63.99
6749469695 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 70.71
6753361796 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 67.44
6754011077 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 79.84
6765849143 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 68.23
6765908246 PUD Detached Primary (Owner Occupied) Refinance_No_Cash_Out Stated 67.12
6775250910 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 68.23
6778431723 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00
6781495202 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 66.41
6793989242 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6799907875 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 69.88
6800224559 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 63.39
6807453565 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 72.91
6815145708 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 64.33
6817573089 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 39.09
6847086417 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 14.15
6848110836 Single Family Investment (Non-Owner Occupied) Purchase Stated 65.21
6858326801 PUD Detached Primary (Owner Occupied) Purchase Stated 80.00
6860325403 Single Family Investment (Non-Owner Occupied) Purchase Standard 24.01
6866341719 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6867232768 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 75.00
0000000000 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6875421973 CL Investment (Non-Owner Occupied) Purchase Paper Saver 53.00
6898672123 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout LP 65.08
6905942287 PUD Detached Primary (Owner Occupied) Purchase Stated 57.43
6908071860 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 9.571
0000000000 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 58.39
6932964239 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 47.63
6933575554 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 67.75
6936093464 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 70.68
6937310834 Townhouse Investment (Non-Owner Occupied) Purchase Standard 80.00
6948556516 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00
6956919911 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 71.24
6960793476 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6994838057 CL Investment (Non-Owner Occupied) Purchase Paper Saver 50.00
6995833594 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 27.39
Original
Loan Mortgage Interest Principal First Payment Maturity Original Monthly Current Closing
Number Rate (%) Balance ($) Date Date Term (Months) Payment ($) Due Date Date
------------------------------------------------------------------------------------------------------------------------------
3302421718 5.875 93800 9/1/2005 8/1/2020 180 785.22 2/1/2006 7/20/2005
3302500347 5.625 147000 1/1/2006 12/1/2020 180 1210.89 2/1/2006 11/28/2005
3302566579 5.25 40000 9/1/2005 8/1/2020 180 321.56 2/1/2006 7/12/2005
3302794296 5.75 36000 2/1/2006 1/1/2021 180 298.95 2/1/2006 12/20/2005
3302857895 5.375 64320 12/1/2005 11/1/2020 180 521.3 2/1/2006 10/12/2005
3302904044 5.375 79050 2/1/2006 1/1/2021 180 640.68 3/1/2006 12/14/2005
3302904358 5.625 93458 2/1/2006 1/1/2021 180 769.85 3/1/2006 12/9/2005
3302912260 5.375 61325 1/1/2006 12/1/2020 180 497.02 2/1/2006 11/23/2005
3302993419 5.875 100000 1/1/2006 12/1/2020 180 837.12 3/1/2006 11/23/2005
3302999572 5.625 52384 2/1/2006 1/1/2021 180 431.51 2/1/2006 12/14/2005
3303135523 5.5 14400 1/1/2006 12/1/2020 180 117.67 2/1/2006 11/9/2005
3303140580 5.625 108495 12/1/2005 11/1/2020 180 893.71 2/1/2006 10/7/2005
3303148146 5.625 193915 1/1/2006 12/1/2020 180 1597.34 2/1/2006 11/4/2005
3303163103 5.5 70000 1/1/2006 12/1/2020 180 571.96 2/1/2006 11/21/2005
3303177186 6 96000 11/1/2005 10/1/2020 180 810.11 2/1/2006 9/30/2005
3303199891 5.875 52076 1/1/2006 12/1/2020 180 435.94 2/1/2006 11/28/2005
3303201424 5 81145 12/1/2005 11/1/2020 180 641.69 2/1/2006 10/21/2005
3303257384 5.875 51832 1/1/2006 12/1/2020 180 433.91 2/1/2006 11/22/2005
3303298024 5.875 140000 1/1/2006 12/1/2020 180 1171.97 2/1/2006 11/22/2005
3303311462 6 150000 1/1/2006 12/1/2020 180 1265.79 2/1/2006 11/23/2005
3303320331 5.5 55620 1/1/2006 12/1/2020 180 454.47 2/1/2006 11/18/2005
3303337418 4.75 103700 2/1/2006 1/1/2021 180 806.62 3/1/2006 12/14/2005
3303350577 5.375 118750 1/1/2006 12/1/2020 180 962.43 2/1/2006 11/28/2005
3303365591 5.625 49000 1/1/2006 12/1/2020 180 403.63 2/1/2006 11/28/2005
3303374569 6 76800 1/1/2006 12/1/2020 180 648.09 3/1/2006 11/15/2005
3303403624 5.5 149500 2/1/2006 1/1/2021 180 1221.54 2/1/2006 12/5/2005
3303408581 5.375 239990 2/1/2006 1/1/2021 180 1945.04 2/1/2006 12/6/2005
3303409118 5.875 150000 1/1/2006 12/1/2020 180 1255.68 2/1/2006 11/23/2005
3303420628 5.375 72615 1/1/2006 12/1/2020 180 588.52 3/1/2006 11/30/2005
3303436343 5.75 144950 2/1/2006 1/1/2021 180 1203.68 3/1/2006 12/12/2005
3303440816 5.375 146000 1/1/2006 12/1/2020 180 1183.28 2/1/2006 11/28/2005
3303452712 6 58025 2/1/2006 1/1/2021 180 489.65 2/1/2006 12/21/2005
3303456978 5.875 65600 3/1/2006 2/1/2021 180 549.15 3/1/2006 1/6/2006
3303460590 5.875 136500 1/1/2006 12/1/2020 180 1142.67 2/1/2006 11/23/2005
3303463396 5.875 51108 2/1/2006 1/1/2021 180 427.84 2/1/2006 12/5/2005
3303463537 5.75 78607 2/1/2006 1/1/2021 180 652.77 2/1/2006 12/5/2005
3303463651 5.75 51500 2/1/2006 1/1/2021 180 427.67 2/1/2006 12/2/2005
3303464592 5.375 112000 1/1/2006 12/1/2020 180 907.73 2/1/2006 11/30/2005
3303466753 6 153892 1/1/2006 12/1/2020 180 1298.63 2/1/2006 11/23/2005
3303473833 5.25 191050 2/1/2006 1/1/2021 180 1535.81 2/1/2006 12/6/2005
3303475382 5.75 59867.5 3/1/2006 2/1/2021 180 497.15 3/1/2006 1/13/2006
3303475994 5.75 218360 2/1/2006 1/1/2021 180 1813.29 3/1/2006 12/12/2005
3303478576 5.75 41570 1/1/2006 12/1/2020 180 345.21 2/1/2006 11/28/2005
3303480242 6 102698 1/1/2006 12/1/2020 180 866.63 2/1/2006 11/21/2005
3303482891 5.875 63765 1/1/2006 12/1/2020 180 533.8 2/1/2006 11/22/2005
3303482958 5.75 84000 1/1/2006 12/1/2020 180 697.55 2/1/2006 11/28/2005
3303487205 5.75 46179 1/1/2006 12/1/2015 120 506.91 3/1/2006 11/30/2005
3303488922 6 60000 3/1/2006 2/1/2021 180 506.32 3/1/2006 1/3/2006
3303491926 5.375 111696 2/1/2006 1/1/2021 180 905.26 2/1/2006 12/28/2005
3303492098 6 123221 1/1/2006 12/1/2020 180 1039.82 3/1/2006 12/1/2005
3303498673 5.875 64800 2/1/2006 1/1/2021 180 542.46 3/1/2006 12/15/2005
3303501765 5.875 175000 1/1/2006 12/1/2020 180 1464.96 2/1/2006 12/1/2005
3303504686 5.625 60000 2/1/2006 1/1/2021 180 494.24 2/1/2006 12/30/2005
3303508067 6 49000 2/1/2006 1/1/2021 180 413.49 2/1/2006 12/7/2005
3303509313 5.875 103000 1/1/2006 12/1/2020 180 862.24 2/1/2006 11/30/2005
3303509453 6 50760 2/1/2006 1/1/2021 180 428.35 2/1/2006 12/27/2005
3303509636 5.75 151718 1/1/2006 12/1/2020 180 1259.89 2/1/2006 12/1/2005
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Loan Remaining Scheduled Credit Appraisal Sales
Number Term (Months) Principal Balance ($) Score Value Price
---------------------------------------------------------------------------------
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3302500347 179 145953.9 738 210000 0
3302566579 175 39110.97 736 57000 50000
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3303408581 180 239119.92 704 403680 0
3303409118 179 148954.83 740 265000 0
3303420628 179 72087.29 726 180000 0
3303436343 180 144440.87 788 235000 0
3303440816 179 144934.95 701 214000 0
3303452712 179 57825.48 771 233000 0
3303456978 180 65600 719 82000 0
3303460590 179 135548.9 714 234400 195000
3303463396 180 50924.35 803 65000 0
3303463537 180 78330.89 803 99000 0
3303463651 180 51319.1 803 66449 0
3303464592 179 111186.06 775 260000 0
3303466753 179 152831.01 691 280000 0
3303473833 180 190350.03 740 768000 0
3303475382 180 59867.5 677 86132 0
3303475994 180 217393.02 808 1475000 0
3303478576 179 41277.21 749 126000 0
3303480242 179 101990.41 771 551000 0
3303482891 179 63321.16 798 92500 0
3303482958 179 83408.49 712 121627 0
3303487205 119 44708.72 766 140000 0
3303488922 180 60000 784 75000 75000
3303491926 179 111291.05 714 294000 0
3303492098 179 122372.41 788 468400 0
3303498673 180 64574.79 781 120656 81000
3303501765 178 173780.64 679 207000 0
3303504686 179 59787.01 724 113000 0
3303508067 180 48831.51 677 78500 0
3303509313 179 102282.31 660 280000 0
3303509453 179 50585.45 693 66000 65000
3303509636 179 150649.63 738 252000 0
3303509776 179 58917.16 773 100000 0
3303513158 180 255850.03 781 775000 0
3303519700 179 79442.58 813 670000 670000
3303519841 180 140329.6 783 202000 0
3303520070 180 156015.89 800 750000 0
3303527653 180 55008.16 733 72000 69000
3303527752 179 68613.4 689 108949 0
3303530640 179 287936.27 725 387000 0
3303530962 180 137420.75 786 200000 197000
3303541068 180 105137.23 772 250000 0
3303543932 179 89690.52 784 210000 120000
3303544153 180 107901.66 0 131800 131800
3303544518 179 46027.03 775 65000 0
3303547859 179 67096.42 750 263000 0
3303554053 180 99900 760 132000 111000
3303554723 179 69659.3 694 119496 118000
3303557825 179 49800.56 732 482000 0
3303558369 180 107927.6 778 285000 0
3303559151 180 38366.19 715 55000 0
3303559813 180 26508.53 715 38000 0
3303569549 179 99656.14 726 700000 0
3303579563 180 143295.56 713 451000 0
3303580991 179 383661.99 738 600000 600000
3303582013 180 95000 811 795000 375000
3303606044 180 259066.25 763 393000 0
3303613826 180 125697.63 813 440000 0
3303623650 180 159438.01 610 275000 0
3303623676 180 68297.67 761 415000 0
3303635472 179 97164.73 742 137569 130000
3303637445 179 162495.55 784 535000 0
3303648426 180 53946 711 77113 0
3303650026 179 149478.7 815 770000 0
3303650034 180 58742.61 722 85000 0
3303651008 179 72137.27 799 115500 0
3303653111 179 133849.13 715 222300 0
3303655488 179 154985.49 694 243000 0
3303662575 180 45550 686 57000 0
3303666865 180 129343 708 260000 0
3303670586 180 74510 751 208800 0
3303671345 180 62000 772 84000 0
3303673044 180 16400 762 50181 20500
3303678951 180 61800 742 265000 0
3303685956 119 109333.59 710 160000 0
3303707792 180 80023 796 192000 0
3303738730 180 99393 813 536000 0
3303739977 180 99000 774 116000 110000
6015011007 178 55017.46 706 70000 69500
6020063787 179 477851.2 752 685000 0
6027192993 179 116069.61 717 230000 0
6036029210 180 255200 714 380000 0
6038888662 180 155979 696 259000 0
6040869643 179 158943.93 765 265000 0
6043044095 179 149467.53 793 430000 409900
6056475269 180 100000 744 168000 165521
6064361212 179 43696.64 681 58000 60000
6070895286 180 634000 698 1200000 0
6075426996 179 249140.35 798 535000 0
6076581534 180 130025.68 685 190000 163105
6079203490 180 439334.46 719 630000 0
6081070093 180 148000 742 188000 185000
6083895323 180 149467.53 793 360500 355400
6086669006 180 120384.62 748 151000 151000
6095368244 180 101250.64 697 127000 0
6097105149 180 204718.63 780 647400 0
6100328993 180 55799.1 786 72000 70000
6100664504 179 561886.75 752 809000 0
6105081860 179 69230.57 765 176000 0
6106073361 179 178063.19 753 466000 0
6109655271 180 52813.84 689 78000 0
6112574410 180 75000 766 200000 0
6118439915 179 91180.39 780 220900 0
6128217335 180 1433000 662 2300000 0
6133305208 179 149909.59 786 266000 0
6133702982 180 223204.84 805 355000 0
6134032017 179 92252.68 808 138000 0
6139821265 180 360000 763 625000 625000
6150416177 179 175753.62 694 208500 208500
6155947069 180 129000 652 480000 0
6158633559 179 20574.9 708 36000 0
6162383365 180 109223.13 748 138000 137000
6167744462 180 206679.21 784 600000 0
6169613160 180 54810.87 799 85000 85000
6182466224 179 121158.88 664 275000 0
6190857505 180 60000 752 155000 154500
6195392623 180 97194.03 763 139500 0
6201093280 179 460933.21 723 800000 0
6205947523 180 160000 754 200000 0
6219281117 180 398609.85 693 560000 560000
6219624365 179 84215.34 749 115000 106000
6220484429 179 80441.55 699 90000 90000
6221212126 180 105278.4 756 132000 134985
6226455514 180 170212.69 686 501000 0
6230328442 179 124560.94 785 204000 190000
6243444871 179 144000.31 740 220000 0
6247587394 177 404452.22 704 630000 0
6254166918 180 160000 688 225000 200000
6262633198 180 424000 743 530000 0
6266864583 180 183767.11 691 585000 0
6269546187 179 153919.99 692 230000 0
6269996747 180 55500 808 75000 0
6270013227 180 212000 712 475000 0
6274064002 179 154949.31 748 471000 0
6276691133 179 480307 784 815000 0
6286304313 180 283013 750 358000 0
6290273991 180 274500 716 366000 0
6304692244 180 105845.79 722 136000 134561
6305946417 179 380552.56 710 490000 0
6312442913 180 90002.75 751 114194 112900
6314397487 179 408575.1 710 1000000 0
6317652953 179 119084.42 652 150000 149900
6318127559 178 512366.48 722 760000 688000
6320646448 180 199228.28 788 295000 280000
6323510724 180 184800 748 231000 0
6328886343 179 32471.21 762 47000 41000
6329645441 179 79201.72 793 132000 0
6337804642 179 155806.77 754 284000 279900
6341239637 180 155463.58 747 203000 195000
6353908749 180 55803.3 699 80000 0
6355188902 180 290000 684 650000 0
6355630127 180 109613.62 745 382000 385000
6363919959 179 115200.25 778 146000 145000
6365098216 179 89379.49 765 325000 0
6401637639 179 538091.41 789 680000 674960
6402440348 179 100494.86 741 128500 126500
6403140616 179 235792.02 775 570000 0
6404816172 179 74482.91 734 125000 0
6412669662 180 43300 734 51000 0
6421236677 180 139000 785 255000 0
6423629911 179 174398.25 802 570000 400000
6425474555 180 69754.13 724 95000 0
6427705295 180 458401.33 650 900000 0
6429236885 179 26813.84 715 32000 30000
6431231866 180 79724.91 760 155000 155000
6436952003 179 141709.22 748 244956 0
6437177410 177 354596.21 695 960000 0
6439485217 179 170910.28 776 286000 0
6441261333 179 105531.96 680 138000 0
6444030263 180 89687.22 716 205000 196189
6452318303 180 113312.59 717 150000 142140
6455792116 179 203334.63 736 256000 255990
6463184983 179 201089.03 778 270000 270000
6466738124 179 39718.32 803 378000 0
6470351989 180 66767.15 729 84000 83750
6475821762 180 60291.96 0 185000 0
6489497351 179 155440.66 719 225000 0
6499739552 180 129548.2 746 210000 0
6500230542 180 208879.27 792 262000 262000
6503395912 180 120000 766 160000 160000
6514800173 179 542129.41 700 725000 0
6517684046 180 141506.5 724 210000 0
6522926853 177 378938.96 702 610000 0
6528040048 179 160577.61 718 180000 180000
6533404114 180 178500 743 412000 0
6535689399 179 130892.76 786 370000 365000
6562992674 179 127006.76 745 365000 0
6580036215 180 116099.4 646 272000 0
6580171855 180 184350.2 744 456000 0
6593838730 179 154367.36 736 223245 0
6606726898 179 124129.03 709 530000 0
6614404561 179 248202.13 760 375000 425000
6638788171 180 202294.49 692 545000 0
6642537408 179 178745.8 753 265000 280000
6662920989 179 67490.12 690 87000 0
6667115536 179 397183.3 746 820000 0
6668570770 180 54806.81 787 72000 69900
6671090865 179 99288.36 655 115000 113500
6685823178 180 76470 808 502000 0
6688107603 180 199227.89 788 295000 280000
6692355545 179 123850.98 652 156000 155900
6692466599 180 250000 794 356000 355990
6694835239 179 90564.53 773 114000 0
6705246558 180 258369.76 668 330000 0
6708287120 179 111211.33 744 250000 0
6708863805 180 426400 730 533000 0
6739165923 180 202899.9 780 730000 0
6747639232 180 170910.28 765 268000 0
6749469695 180 198000 710 280000 0
6753361796 179 143989.67 736 238900 215000
6754011077 179 103076.75 784 130000 0
6765849143 177 213864.54 750 318000 0
6765908246 179 535133.73 692 800000 0
6775250910 177 213864.54 750 318000 0
6778431723 180 160000 734 215000 200000
6781495202 179 316364.81 715 480000 0
6793989242 179 117908.79 772 148000 147900
6799907875 179 294744.15 668 425000 0
6800224559 179 179347.43 718 284000 0
6807453565 180 52500 808 72000 0
6815145708 180 266062.18 673 415000 0
6817573089 179 72993.26 772 188000 0
6847086417 180 113200 747 800000 0
6848110836 180 75000 747 118000 115000
6858326801 180 125555.15 783 167000 160000
6860325403 180 78722.51 808 331000 329000
6866341719 180 56000 760 77201 70000
6867232768 179 279174.08 755 375000 374900
6869788650 179 147480.16 786 196000 185000
6875421973 179 149478.7 802 290000 283000
6898672123 179 109208.93 783 169000 0
6905942287 179 84604.59 796 170000 147990
6908071860 144 134000 745 1400000 0
6923439787 179 297931.68 776 513727 0
6932964239 180 102046.31 703 215000 0
6933575554 180 330821.46 727 490000 0
6936093464 179 133968.76 699 191000 0
6937310834 179 155457.84 797 195000 195000
6948556516 179 203291.02 787 257000 255000
6956919911 180 740978 684 1040000 0
6960793476 179 89278.56 774 116847 112000
6994838057 179 109208.93 746 225000 220000
6995833594 179 99310.56 671 365000 0
Loan Count: 268
Scheduled PB
as February 1, 2006: $42,085,419.35
Unpaid PB W/A: $157,035.15
W/A Interest Rate: 5.835
W/A Remaining Term: 179.7 months
EXHIBIT D-7
MORTGAGE LOAN SCHEDULE
(LOAN GROUP 7)
Bank of America
[LOGO]
BOAALT 2006-02
Group 7:
Mortgage Schedule
Loan Property Loan Doc Original
Number Type Occupancy Purpose Type LTV (%)
--------------------------------------------------------------------------------------------------------------------
3302932011 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303072148 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303311850 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 43.22
3303339687 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 77.88
3303356590 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 79.79
3303373611 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 80.00
3303467231 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 68.66
3303469435 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Paper Saver 85.00
3303475481 Two Family Investment (Non-Owner Occupied) Purchase Standard 90.00
3303476273 Single Family Investment (Non-Owner Occupied) Purchase Standard 89.85
3303482768 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 40.83
3303483881 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303487171 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 69.83
3303493765 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 66.17
3303505162 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 68.08
3303507630 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 50.95
3303514388 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.55
3303520385 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 62.06
3303520997 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 75.06
3303530863 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 63.75
3303532182 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 10.22
3303542330 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 61.63
3303543064 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303545028 Single Family Investment (Non-Owner Occupied) Purchase Standard 56.38
3303548782 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 68.46
3303550374 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 79.54
3303551232 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
3303552354 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303553105 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303553618 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 63.40
3303564383 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 44.71
3303565083 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 68.70
3303565174 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 30.61
3303566867 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
3303569796 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 24.00
3303577286 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303578953 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303586410 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 70.00
3303588895 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 67.38
3303592368 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
3303593267 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 73.33
3303594133 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 75.00
3303595809 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303598852 Four Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 31.46
3303599181 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 70.51
3303601789 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.96
3303601813 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 29.51
3303609766 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 49.11
3303610129 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.81
3303614048 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 23.77
3303614717 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.00
3303616092 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303616449 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 46.35
3303616910 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 72.53
3303625200 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303629756 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 61.58
3303633832 Four Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 17.56
3303635647 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 57.64
3303646008 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 70.00
3303648541 Single Family Primary (Owner Occupied) Purchase Standard 80.00
3303654309 PUD Detached Investment (Non-Owner Occupied) Purchase Standard 62.50
3303660439 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 43.07
3303664217 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 74.84
3303666055 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 18.09
3303667996 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303677441 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 27.65
3303680551 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 80.00
3303681427 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 63.64
3303688166 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 47.28
3303695880 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.99
3303701589 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303702751 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 20.37
3303703619 Two Family Investment (Non-Owner Occupied) Purchase Standard 48.60
3303704310 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 10.50
3303704591 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
3303705192 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 38.20
3303705960 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.89
3303735066 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
3303738813 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 18.28
3303754836 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
3303756765 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 16.96
3303767150 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 48.80
3303797934 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 34.03
6008410299 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 55.20
6008691906 Single Family Primary (Owner Occupied) Purchase Stated 68.57
6012510795 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 68.97
6015049940 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 45.49
6016038462 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6024409887 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 79.27
6024692367 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 38.22
6027479721 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 18.75
6029475081 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6035215307 Single Family Primary (Owner Occupied) Purchase No Ratio 80.00
6042919958 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6051591516 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 74.99
6071082819 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 60.76
6071787862 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 79.54
6076244307 PUD Detached Investment (Non-Owner Occupied) Purchase Standard 60.00
6081507979 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 65.41
6091472446 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 70.00
6094759203 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 70.00
6099882554 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 25.25
6105917410 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6107946763 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 59.78
6114935221 Single Family Secondary (Owner Occupied) Purchase Standard 80.00
6119274469 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 60.07
6125984952 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6134114963 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6134208047 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 29.33
6136697445 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 64.75
6136824148 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 25.97
6139029679 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 78.57
6141581014 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 62.92
6147923558 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 69.32
6148457515 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 68.80
6149734748 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 42.00
6150681283 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6150851936 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 55.87
6151165963 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 78.54
6156222355 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 57.37
6157375434 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 69.99
6166295078 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 71.66
6179237745 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6179580110 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 63.03
6180320316 PUD Detached Investment (Non-Owner Occupied) Purchase Wholesale SISA 68.39
6185117865 Single Family Secondary (Owner Occupied) Purchase Standard 80.00
6185472104 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 36.20
6193853337 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout LP 75.00
6196656471 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6197302802 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6204242314 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 39.87
6211160863 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 24.18
6211862971 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6212035825 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6232057221 Condo Highrise Investment (Non-Owner Occupied) Purchase Paper Saver 77.29
6239978866 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 78.57
6242198908 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 75.67
6247299891 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 62.53
6249215762 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 47.86
6260836751 PUD Detached Investment (Non-Owner Occupied) Purchase Wholesale SISA 75.00
6280288496 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6287683103 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.81
6290833174 CL Secondary (Owner Occupied) Refinance_No_Cash_Out Stated 35.62
6300324362 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 73.89
6303000092 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 69.00
6303348194 PUD Detached Secondary (Owner Occupied) Refinance_No_Cash_Out Standard 38.05
6306280659 Townhouse Investment (Non-Owner Occupied) Purchase Standard 80.00
6308173712 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 47.49
6309309935 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 60.73
6312986364 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6315699790 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 16.03
6318219372 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6318708408 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 41.39
6318972376 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6320728634 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6325960828 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 17.62
6326102438 Single Family Secondary (Owner Occupied) Purchase Standard 80.00
6326351720 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 55.00
6328274243 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 34.02
6329389867 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 74.94
6330819647 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 33.63
6344164055 Single Family Investment (Non-Owner Occupied) Purchase LP 80.00
6348641900 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 49.78
6349236163 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 58.40
6349746161 Single Family Primary (Owner Occupied) Purchase Stated 66.66
6354918358 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 52.32
6356111614 Two Family Investment (Non-Owner Occupied) Purchase LP 87.95
6357228045 Condo Highrise Secondary (Owner Occupied) Purchase Stated 80.00
6367163224 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 59.62
6371570091 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 40.10
6372846490 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 40.31
6375904296 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 10.62
6385953507 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 59.63
6386445792 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6396989581 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 59.17
6405315406 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 63.20
6407570925 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 61.85
6423522439 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6430298114 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.00
6430878212 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6433730196 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 71.96
6434103583 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 62.15
6452192674 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 22.47
6453976232 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6454217800 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 75.00
6457600291 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6457891437 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 30.99
6461356005 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.00
6466681977 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6469434226 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 31.25
6470178929 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 89.89
6471276367 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6472214862 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6487148139 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6488856474 PUD Detached Primary (Owner Occupied) Purchase DU 80.00
6489345147 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 21.78
6489421401 Single Family Investment (Non-Owner Occupied) Purchase DU 40.45
6491524242 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 28.28
6493421553 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 54.87
6493636820 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 59.17
6500956237 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 40.62
6505920584 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 73.77
6508145239 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out LP 72.10
6515636121 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6519795188 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 30.00
6527302738 Single Family Primary (Owner Occupied) Purchase Stated 79.99
6528814335 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6528899096 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 42.06
6529170745 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 71.22
6534048795 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 51.02
6534689101 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 68.14
6536162776 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6537698430 Condo Highrise Secondary (Owner Occupied) Purchase Standard 70.00
6542571010 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 26.93
6542946766 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6543427329 Single Family Investment (Non-Owner Occupied) Purchase LP 79.49
6544483255 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 58.20
6554687217 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 77.77
6570195310 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 67.07
6583324766 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 63.06
6583495657 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6584981515 PUD Detached Primary (Owner Occupied) Purchase DU 80.00
6587416253 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 69.95
6590313174 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 35.48
6590718968 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 43.94
6592887639 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 68.88
6593612960 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 89.99
6597600607 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 21.00
6598902705 Single Family Primary (Owner Occupied) Purchase Stated 79.42
6602212133 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6604085065 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6605881470 Condo Highrise Primary (Owner Occupied) Purchase Standard 80.00
6609430472 PUD Detached Primary (Owner Occupied) Purchase Standard 79.99
6611617868 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 89.99
6614074562 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 77.77
6615525125 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6622270210 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6629753606 PUD Detached Secondary (Owner Occupied) Purchase Stated 80.00
6630022447 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout No Ratio 62.08
6630444575 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 69.38
6631983290 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 29.11
6632032253 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 38.93
6635966614 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6636114560 Single Family Investment (Non-Owner Occupied) Purchase Wholesale SISA 75.00
6636244383 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 26.77
6640731763 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 68.29
6643967711 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6645822757 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 40.42
6646085941 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 78.40
6646728920 Two Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6649048557 Four Family Investment (Non-Owner Occupied) Purchase Standard 50.00
6652659464 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 14.16
6655101662 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 31.34
6655477997 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 47.33
6660148070 CL Primary (Owner Occupied) Refinance_No_Cash_Out Stated 75.83
6662690251 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6673935836 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 28.09
6674734170 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6682540627 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 42.87
6684940007 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6692314559 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 74.19
6695244167 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6700333849 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.76
6708829087 Two Family Investment (Non-Owner Occupied) Purchase DU 79.95
6713495403 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 62.50
6714195218 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 21.80
6715960677 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 71.69
6718769257 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 34.81
6719353549 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 58.02
6729395738 Three Family Investment (Non-Owner Occupied) Purchase No Ratio 60.00
6737530524 Single Family Primary (Owner Occupied) Construction_Permanent Stated 54.93
6740623126 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 70.88
6743852938 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6744133981 PUD Detached Primary (Owner Occupied) Refinance_No_Cash_Out Stated 94.44
6744206175 Single Family Investment (Non-Owner Occupied) Purchase Wholesale SISA 75.00
6747983457 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 74.60
6758599770 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6758614652 Single Family Primary (Owner Occupied) Purchase Standard 80.00
6759658468 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 74.35
6761349064 Single Family Secondary (Owner Occupied) Refinance_Equity_Takeout Stated 61.51
6762568845 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 69.91
6763337463 PUD Detached Investment (Non-Owner Occupied) Purchase Wholesale SISA 68.25
6765653677 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6768438043 CL Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6776084417 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 58.57
6777496511 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 80.00
6778527140 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 61.00
6780696305 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 70.40
6785328698 Two Family Investment (Non-Owner Occupied) Purchase DU 41.21
6786281086 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 87.27
6797751929 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 21.82
6804648688 Single Family Primary (Owner Occupied) Purchase No Ratio 80.00
6805262059 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 19.94
6806116718 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 67.94
6806848302 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6812850276 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6814267115 Townhouse Investment (Non-Owner Occupied) Purchase DU 64.15
6817272468 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 62.33
6839627392 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 57.37
6841979070 CL Primary (Owner Occupied) Refinance_Equity_Takeout Stated 53.33
6842167410 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 42.92
6852712931 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 74.38
6861455688 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.67
6862187868 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Rapid 80.00
6870080121 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6870368500 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6881441775 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 75.00
6881599093 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6884824738 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6889817307 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 25.71
6890009159 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6891519032 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 68.28
6894897385 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Standard 68.44
6896407993 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6902215356 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6909515527 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 39.03
6916762690 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 72.84
6916995639 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 73.86
6918863603 Two Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6920350656 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 68.25
6923153156 CL Investment (Non-Owner Occupied) Purchase Stated 80.00
6924185876 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 47.41
6930610800 Townhouse Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 30.31
6939244668 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 36.30
6940079640 Single Family Investment (Non-Owner Occupied) Purchase DU 41.46
6940850859 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6942606036 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6953288195 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6958272251 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 13.75
6964957176 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 86.11
6967391845 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 22.35
6968425097 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 60.99
6970724727 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 56.56
6972998139 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6980220351 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6986282181 CL Investment (Non-Owner Occupied) Purchase Standard 80.00
6987897326 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6989217325 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 68.88
6989244865 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6990934074 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 58.33
6999494195 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.00
Original
Loan Mortgage Interest Principal First Payment Maturity Original Monthly Current Closing
Number Rate (%) Balance ($) Date Date Term (Months) Payment ($) Due Date Date
------------------------------------------------------------------------------------------------------------------------------
3302932011 6.125 49500 10/1/2005 9/1/2020 180 421.06 2/1/2006 8/4/2005
3303072148 6.125 90000 10/1/2005 9/1/2020 180 765.57 2/1/2006 8/31/2005
3303311850 6.375 34803 2/1/2006 1/1/2021 180 300.79 2/1/2006 12/21/2005
3303339687 6.5 41280 2/1/2006 1/1/2021 180 359.6 3/1/2006 12/6/2005
3303356590 6.125 79000 2/1/2006 1/1/2021 180 672 3/1/2006 12/27/2005
3303373611 6.5 104000 1/1/2006 12/1/2015 120 1180.9 2/1/2006 11/30/2005
3303467231 6.25 61800 2/1/2006 1/1/2021 180 529.89 2/1/2006 12/5/2005
3303469435 6.375 65450 2/1/2006 1/1/2021 180 565.66 3/1/2006 12/5/2005
3303475481 6.5 46800 3/1/2006 2/1/2021 180 407.68 3/1/2006 1/17/2006
3303476273 6.375 62000 1/1/2006 12/1/2020 180 535.84 3/1/2006 11/30/2005
3303482768 6.125 69308 2/1/2006 1/1/2021 180 589.56 2/1/2006 12/6/2005
3303483881 6.375 49200 1/1/2006 12/1/2020 180 425.22 2/1/2006 11/22/2005
3303487171 6.375 213000 2/1/2006 1/1/2021 180 1840.86 2/1/2006 12/6/2005
3303493765 6.25 45000 1/1/2006 12/1/2020 180 385.85 2/1/2006 11/23/2005
3303505162 6.25 80340 2/1/2006 1/1/2021 180 688.86 2/1/2006 12/15/2005
3303507630 6.375 98291 2/1/2006 1/1/2021 180 849.49 2/1/2006 12/2/2005
3303514388 6.25 88191 1/1/2006 12/1/2020 180 756.17 2/1/2006 11/29/2005
3303520385 6.125 90000 1/1/2006 12/1/2020 180 765.57 2/1/2006 11/30/2005
3303520997 6.25 60049 1/1/2006 12/1/2020 180 514.88 3/1/2006 11/22/2005
3303530863 6.625 92450 1/1/2006 12/1/2020 180 811.71 2/1/2006 11/29/2005
3303532182 6.25 100000 1/1/2006 12/1/2020 180 857.43 2/1/2006 11/29/2005
3303542330 6.25 54852.65 2/1/2006 1/1/2021 180 470.32 2/1/2006 12/2/2005
3303543064 6.375 44000 2/1/2006 1/1/2021 180 380.28 2/1/2006 12/30/2005
3303545028 6.25 60000 1/1/2006 12/1/2020 180 514.46 2/1/2006 11/23/2005
3303548782 6.5 62989 2/1/2006 1/1/2021 180 548.71 2/1/2006 12/23/2005
3303550374 6.625 35000 1/1/2006 12/1/2020 180 307.3 2/1/2006 11/30/2005
3303551232 6.5 55200 2/1/2006 1/1/2021 180 480.86 2/1/2006 12/5/2005
3303552354 6.25 45000 3/1/2006 2/1/2021 180 385.85 3/1/2006 1/12/2006
3303553105 6.5 96000 1/1/2006 12/1/2020 180 836.27 2/1/2006 11/30/2005
3303553618 6.25 31700 2/1/2006 1/1/2021 180 271.81 2/1/2006 12/12/2005
3303564383 6.5 45390 2/1/2006 1/1/2021 180 395.4 2/1/2006 12/7/2005
3303565083 6.25 101000 2/1/2006 1/1/2021 180 866 2/1/2006 12/27/2005
3303565174 6.125 45000 2/1/2006 1/1/2021 180 382.79 2/1/2006 12/9/2005
3303566867 6.5 54400 2/1/2006 1/1/2021 180 473.89 2/1/2006 12/12/2005
3303569796 6.25 103000 2/1/2006 1/1/2021 180 883.15 2/1/2006 12/9/2005
3303577286 6.5 88880 3/1/2006 2/1/2021 180 774.25 3/1/2006 1/9/2006
3303578953 6.375 77850 2/1/2006 1/1/2021 180 672.82 2/1/2006 12/9/2005
3303586410 6.375 83300 1/1/2006 12/1/2020 180 719.93 2/1/2006 11/29/2005
3303588895 6.375 65110 3/1/2006 2/1/2021 180 562.72 3/1/2006 1/9/2006
3303592368 6.875 50000 3/1/2006 2/1/2021 180 445.93 3/1/2006 1/10/2006
3303593267 6.125 33000 2/1/2006 1/1/2016 120 368.45 2/1/2006 12/14/2005
3303594133 6.625 58500 2/1/2006 1/1/2021 180 513.63 3/1/2006 12/12/2005
3303595809 6.5 76000 2/1/2006 1/1/2021 180 662.05 3/1/2006 12/21/2005
3303598852 6.25 157325 3/1/2006 2/1/2021 180 1348.95 3/1/2006 1/25/2006
3303599181 6.125 92200 2/1/2006 1/1/2021 180 784.28 3/1/2006 12/14/2005
3303601789 6.25 48276 2/1/2006 1/1/2021 180 413.93 3/1/2006 12/30/2005
3303601813 6.375 33887 2/1/2006 1/1/2021 180 292.87 2/1/2006 12/20/2005
3303609766 6.25 106090 3/1/2006 2/1/2021 180 909.64 3/1/2006 1/3/2006
3303610129 6.375 62830 2/1/2006 1/1/2021 180 543.01 3/1/2006 12/9/2005
3303614048 6.5 56900 2/1/2006 1/1/2021 180 495.67 2/1/2006 12/27/2005
3303614717 6.375 63000 2/1/2006 1/1/2021 180 544.48 2/1/2006 12/23/2005
3303616092 6.375 223264 2/1/2006 1/1/2021 180 1929.57 3/1/2006 12/21/2005
3303616449 6.25 181467 2/1/2006 1/1/2021 180 1555.94 3/1/2006 12/29/2005
3303616910 6.75 33003 2/1/2006 1/1/2021 180 292.05 2/1/2006 12/21/2005
3303625200 6.5 108420 2/1/2006 1/1/2021 180 944.46 3/1/2006 12/22/2005
3303629756 6.125 232780 3/1/2006 2/1/2021 180 1980.09 3/1/2006 1/17/2006
3303633832 6.25 65859 2/1/2006 1/1/2021 180 564.7 2/1/2006 12/29/2005
3303635647 6.25 44860 3/1/2006 2/1/2021 180 384.65 3/1/2006 1/10/2006
3303646008 6.5 61600 2/1/2006 1/1/2021 180 536.61 3/1/2006 12/21/2005
3303648541 6.5 66400 2/1/2006 1/1/2021 180 578.42 2/1/2006 12/23/2005
3303654309 7 50000 2/1/2006 1/1/2021 180 449.42 2/1/2006 12/30/2005
3303660439 6.25 280000 2/1/2006 1/1/2021 180 2400.79 2/1/2006 12/22/2005
3303664217 6.375 56135 3/1/2006 2/1/2021 180 485.15 3/1/2006 1/17/2006
3303666055 6.125 93730 2/1/2006 1/1/2016 120 1046.49 2/1/2006 12/27/2005
3303667996 6.5 31200 2/1/2006 1/1/2021 180 271.79 2/1/2006 12/29/2005
3303677441 6.375 189703 3/1/2006 2/1/2021 180 1639.51 3/1/2006 1/4/2006
3303680551 6.625 87200 3/1/2006 2/1/2021 180 765.62 3/1/2006 1/6/2006
3303681427 6.25 123600 3/1/2006 2/1/2021 180 1059.78 3/1/2006 1/6/2006
3303688166 6.25 51500 3/1/2006 2/1/2021 180 441.58 3/1/2006 1/17/2006
3303695880 6.25 139999 3/1/2006 2/1/2021 180 1200.39 3/1/2006 1/14/2006
3303701589 6.25 194400 3/1/2006 2/1/2021 180 1666.84 3/1/2006 1/13/2006
3303702751 6.5 44000 2/1/2006 1/1/2021 180 383.29 3/1/2006 12/30/2005
3303703619 6.25 265000 3/1/2006 2/1/2021 180 2272.18 3/1/2006 1/12/2006
3303704310 6.375 286457 2/1/2006 1/1/2021 180 2475.71 2/1/2006 12/31/2005
3303704591 6.375 232000 3/1/2006 2/1/2021 180 2005.07 3/1/2006 1/12/2006
3303705192 6.5 47750 3/1/2006 2/1/2021 180 415.96 3/1/2006 1/12/2006
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6817272468 6.25 278000 1/1/2006 12/1/2020 180 2383.64 2/1/2006 11/29/2005
6839627392 6.25 178446 3/1/2006 2/1/2021 180 1530.04 4/1/2006 1/10/2006
6841979070 6.375 200000 2/1/2006 1/1/2021 180 1728.51 3/1/2006 1/5/2006
6842167410 6.5 43139 1/1/2006 12/1/2017 144 432.22 2/1/2006 12/1/2005
6852712931 6.375 84400 2/1/2006 1/1/2021 180 729.43 2/1/2006 12/28/2005
6861455688 6.125 108000 2/1/2006 1/1/2021 180 918.68 3/1/2006 12/28/2005
6862187868 6.75 192000 3/1/2006 2/1/2021 180 1699.03 3/1/2006 1/13/2006
6870080121 6.75 63900 2/1/2006 1/1/2021 180 565.46 2/1/2006 12/5/2005
6870368500 6.5 67500 2/1/2006 1/1/2021 180 588 2/1/2006 12/21/2005
6881441775 6.25 120000 3/1/2006 2/1/2021 180 1028.91 3/1/2006 1/13/2006
6881599093 6.375 25200 1/1/2006 12/1/2020 180 217.8 2/1/2006 11/28/2005
6884824738 7 27900 2/1/2006 1/1/2021 180 250.78 2/1/2006 12/21/2005
6889817307 6.625 36000 2/1/2006 1/1/2021 180 316.08 3/1/2006 12/9/2005
6890009159 6.25 61200 1/1/2006 12/1/2020 180 524.75 2/1/2006 12/1/2005
6891519032 6.375 62139 1/1/2006 12/1/2020 180 537.04 2/1/2006 12/1/2005
6894897385 6.25 700000 3/1/2006 2/1/2021 180 6001.97 3/1/2006 1/24/2006
6896407993 6.25 48300 2/1/2006 1/1/2021 180 414.14 2/1/2006 12/14/2005
6902215356 7.25 60000 2/1/2006 1/1/2021 180 547.72 3/1/2006 12/12/2005
6909515527 6.125 113196 1/1/2006 12/1/2020 180 962.88 2/1/2006 12/1/2005
6916762690 6.375 61188 2/1/2006 1/1/2021 180 528.82 2/1/2006 12/8/2005
6916995639 6.125 65000 3/1/2006 2/1/2021 180 552.91 3/1/2006 1/17/2006
6918863603 6.125 33600 3/1/2006 2/1/2021 180 285.81 3/1/2006 1/13/2006
6920350656 6.125 43000 3/1/2006 2/1/2021 180 365.77 3/1/2006 1/17/2006
6923153156 6.875 108000 1/1/2006 12/1/2020 180 963.21 3/1/2006 11/28/2005
6924185876 6.375 40300 1/1/2006 12/1/2020 180 348.3 2/1/2006 11/28/2005
6930610800 6.125 187293 1/1/2006 12/1/2020 180 1593.17 2/1/2006 12/1/2005
6939244668 6.125 319500 2/1/2006 1/1/2021 180 2717.75 2/1/2006 12/5/2005
6940079640 6.375 42500 2/1/2006 1/1/2021 180 367.31 2/1/2006 12/21/2005
6940850859 6.5 88000 1/1/2006 12/1/2020 180 766.58 2/1/2006 11/23/2005
6942606036 6.25 100000 2/1/2006 1/1/2021 180 857.43 3/1/2006 12/7/2005
6953288195 6.375 74000 2/1/2006 1/1/2021 180 639.55 3/1/2006 12/5/2005
6958272251 6.125 94124 2/1/2006 1/1/2021 180 800.65 3/1/2006 1/3/2006
6964957176 6.125 62000 2/1/2006 1/1/2021 180 527.39 2/1/2006 12/30/2005
6967391845 6.125 91641 2/1/2006 1/1/2021 180 779.53 2/1/2006 1/3/2006
6968425097 6.25 121982 1/1/2006 12/1/2020 180 1045.91 2/1/2006 12/1/2005
6970724727 6.375 49000 1/1/2006 12/1/2020 180 423.49 3/1/2006 11/28/2005
6972998139 6.5 80000 3/1/2006 2/1/2021 180 696.89 3/1/2006 1/11/2006
6980220351 6.25 36000 2/1/2006 1/1/2021 180 308.68 2/1/2006 12/22/2005
6986282181 6.25 116000 2/1/2006 1/1/2021 180 994.62 4/1/2006 12/29/2005
6987897326 6.5 75200 3/1/2006 2/1/2021 180 655.08 3/1/2006 1/11/2006
6989217325 6.375 62000 2/1/2006 1/1/2021 180 535.84 3/1/2006 12/30/2005
6989244865 6.625 64000 2/1/2006 1/1/2021 180 561.92 2/1/2006 12/13/2005
6990934074 6.375 175000 2/1/2006 1/1/2021 180 1512.44 3/1/2006 12/30/2005
6999494195 6.25 147000 2/1/2006 1/1/2021 180 1260.42 2/1/2006 12/2/2005
Loan Remaining Scheduled Credit Appraisal Sales
Number Term (Months) Principal Balance ($) Score Value Price
---------------------------------------------------------------------------------
3302932011 176 48649.34 784 55000 55000
3303072148 176 88453.32 787 102000 100000
3303311850 180 34687.1 602 80509 0
3303339687 180 41144 737 53000 0
3303356590 180 78597.63 839 117000 99000
3303373611 119 102761.52 740 130000 0
3303467231 180 61591.99 732 90000 0
3303469435 180 65232.04 630 77000 77000
3303475481 180 46800 744 58000 52000
3303476273 179 61585.98 725 76000 69000
3303482768 180 69072.2 760 169727 0
3303483881 179 48796.27 682 62000 61500
3303487171 180 212282.16 784 305000 0
3303493765 179 44696.26 753 68000 0
3303505162 180 80061.54 681 118000 0
3303507630 180 97963.68 644 192900 0
3303514388 179 87594.9 751 125000 0
3303520385 179 89386.05 786 170000 145000
3303520997 179 59643.7 798 80000 0
3303530863 179 88823.6 674 145000 0
3303532182 179 99325.05 825 978000 0
3303542330 180 54668.02 715 89000 0
3303543064 179 43853.47 681 78000 55000
3303545028 179 59595.03 765 106417 117500
3303548782 180 62781.48 642 92000 0
3303550374 179 34771.23 749 44000 0
3303551232 180 55018.14 748 69000 0
3303552354 180 45000 748 52500 50000
3303553105 179 95365.75 695 132399 120000
3303553618 180 31593.29 699 50000 0
3303564383 180 45240.46 779 101500 0
3303565083 179 100660.04 757 147000 0
3303565174 180 44846.9 725 147000 0
3303566867 180 54220.78 696 68000 68000
3303569796 180 102653.31 713 429000 0
3303577286 180 88880 696 146000 111100
3303578953 180 77590.76 732 87000 86500
3303586410 179 61830.77 762 119000 0
3303588895 180 65110 745 96620 0
3303592368 180 50000 715 62500 0
3303593267 120 32799.99 688 45000 0
3303594133 180 58190.98 776 78000 0
3303595809 180 75749.62 783 96000 95000
3303598852 180 157325 756 500000 0
3303599181 180 91828.03 731 130746 0
3303601789 179 48113.51 691 69000 0
3303601813 180 33765.11 743 114800 0
3303609766 180 106090 798 216000 0
3303610129 180 62620.77 792 90000 0
3303614048 179 56712.54 648 239300 0
3303614717 180 62790.21 753 90000 0
3303616092 180 222520.52 797 282500 279080
3303616449 179 180856.2 759 393000 391500
3303616910 180 32896.59 631 45500 0
3303625200 180 107555.69 667 147000 135525
3303629756 180 232780 694 378000 0
3303633832 179 65637.32 754 375000 0
3303635647 180 44860 647 77819 0
3303646008 179 61397.06 763 88000 0
3303648541 180 66181.25 800 85000 83000
3303654309 179 49842.25 613 104085 80000
3303660439 180 279048.5 749 650000 0
3303664217 180 56135 704 75000 0
3303666055 119 93144.84 721 518000 0
3303667996 179 31097.21 690 83550 39000
3303677441 180 189703 766 686000 0
3303680551 180 87200 716 109000 0
3303681427 180 123600 659 194200 0
3303688166 180 51500 697 108921 0
3303695880 180 139999 755 200000 0
3303701589 180 194400 792 265000 243000
3303702751 179 43779.28 772 216000 0
3303703619 180 265000 740 680000 545200
3303704310 179 285503.09 773 2726000 0
3303704591 180 232000 789 290000 0
3303705192 180 47750 642 125000 0
3303705960 180 48925 632 70000 0
3303735066 180 80000 774 115000 100000
3303738813 180 113194 813 619000 0
3303754836 180 49500 770 58000 55000
3303756765 180 94000 793 554000 0
3303767150 180 61500 623 126000 0
3303797934 180 63992 636 188000 0
6008410299 179 132189.05 725 242000 0
6008691906 180 298979.37 663 440000 437500
6012510795 180 325163.58 769 473000 0
6015049940 179 115208.69 744 255000 0
6016038462 180 52000 702 65000 65000
6024409887 179 87412.34 759 111000 0
6024692367 119 86786.8 795 228400 0
6027479721 119 74554.64 659 400000 0
6029475081 180 19286.25 698 23000 21500
6035215307 180 256000 785 320000 330000
6042919958 179 61893.21 729 79000 69000
6051591516 179 366075.66 781 490000 489750
6071082819 179 78758.78 704 130000 0
6071787862 180 174441.85 680 220000 0
6076244307 180 149489.69 683 250000 250000
6081507979 120 27801 756 42500 0
6091472446 180 53020.93 749 76000 0
6094759203 180 37800 669 54000 0
6099882554 180 98175.49 705 390000 0
6105917410 180 187868 653 325000 234835
6107946763 176 55823.87 765 95000 0
6114935221 179 30868.16 673 125000 38710
6119274469 179 129122.58 770 216400 0
6125984952 180 122000 785 165000 152500
6134114963 179 142728.24 707 179000 179000
6134208047 180 110000 743 375000 0
6136697445 180 82500 800 127400 132500
6136824148 179 99844.16 668 385715 0
6139029679 180 33000 743 44000 42000
6141581014 180 55813.51 695 89000 0
6147923558 179 76438.14 782 111000 0
6148457515 180 89709.83 786 130812 0
6149734748 179 62545.73 705 150000 0
6150681283 180 19200 654 36000 24000
6150851936 180 92200 717 165000 0
6151165963 180 269000 721 342500 0
6156222355 180 174417.25 705 305000 0
6157375434 179 57607.54 692 82857 0
6166295078 180 86000 785 120000 0
6179237745 179 123584.58 685 155000 0
6179580110 179 60422.14 799 96500 0
6180320316 179 90610.08 762 135000 132900
6185117865 180 47813.68 734 61000 60000
6185472104 179 150462.37 787 417000 0
6193853337 180 128575.02 748 172000 0
6196656471 179 49247.22 668 55000 54900
6197302802 180 106839.17 743 152000 134000
6204242314 180 248000 679 622000 0
6211160863 180 132552.33 816 550000 0
6211862971 180 84000 788 126000 105000
6212035825 179 53643.24 745 68000 60000
6232057221 179 79733.59 800 130000 103500
6239978866 180 88000 796 112000 0
6242198908 180 55999 688 74000 0
6247299891 178 82001.63 699 132000 0
6249215762 180 42500 641 88800 0
6260836751 179 106968.88 793 158000 143584
6280288496 177 72852.91 727 92000 0
6287683103 180 36876.78 637 53000 0
6290833174 179 56647.01 751 160000 0
6300324362 179 69961.17 748 95000 0
6303000092 179 137058.62 648 200000 0
6303348194 178 100997.17 0 268000 0
6306280659 180 40800 620 51000 51000
6308173712 180 40167.23 623 84853 0
6309309935 180 280000 737 461000 0
6312986364 179 44397.36 684 57000 56000
6315699790 119 69732.68 785 437600 0
6318219372 180 42261.81 638 53000 53000
6318708408 179 297996.67 643 724700 0
6318972376 180 326919.43 744 410000 0
6320728634 180 36000 791 45000 0
6325960828 180 42758.34 751 244000 0
6326102438 179 258245.18 708 325000 325000
6326351720 179 120509.88 704 220000 0
6328274243 180 114000 722 335000 0
6329389867 179 63270.06 759 85000 0
6330819647 179 66815.83 694 200000 0
6344164055 179 51824.96 813 75000 65000
6348641900 179 58606.01 698 118500 0
6349236163 179 162984.61 803 280000 0
6349746161 180 149500.5 685 262000 225000
6354918358 143 66531.01 787 132500 0
6356111614 179 81253.76 708 125000 93000
6357228045 180 334119.28 755 419000 419000
6367163224 143 79814.55 676 134500 0
6371570091 119 64955.91 812 162950 0
6372846490 155 71569.88 761 179000 0
6375904296 179 42216.19 798 404000 400000
6385953507 179 64781.21 704 109000 0
6386445792 180 368000 659 460000 0
6396989581 179 99317.84 733 169000 0
6405315406 180 79000 697 125000 0
6407570925 180 298990.23 782 485000 0
6423522439 180 102852.63 743 131000 129000
6430298114 180 55811.51 658 80000 0
6430878212 179 79493.72 770 100000 0
6433730196 119 38038.4 748 57500 53500
6434103583 179 92621 773 150000 0
6452192674 179 88697.21 698 396000 0
6453976232 179 143379.21 712 185000 180455
6454217800 179 142020.36 793 195000 190000
6457600291 179 78936.26 731 88000 88000
6457891437 143 35775.9 767 116500 0
6461356005 180 104109.15 701 149224 0
6466681977 180 68570.89 738 96000 86000
6469434226 179 80757.23 682 260115 0
6470178929 179 44329.85 789 50000 49500
6471276367 180 9630 721 16000 10700
6472214862 179 77087.32 718 99000 97000
6487148139 180 42000 656 56000 0
6488856474 180 100467.92 775 127000 126000
6489345147 179 65999.69 798 304000 0
6489421401 179 334069.17 794 850000 831264
6491524242 179 85980.74 722 306000 0
6493421553 179 98448.6 711 180000 0
6493636820 179 99317.84 733 169000 0
6500956237 179 647788.64 789 1600000 0
6505920584 180 45000 674 61000 0
6508145239 179 45835.18 722 64000 0
6515636121 179 202623.12 731 323000 255000
6519795188 180 180000 679 600000 0
6527302738 179 278274.06 692 401000 349031
6528814335 179 82128.53 707 131000 103000
6528899096 179 60593.64 669 145000 0
6529170745 179 58314.32 716 82139 0
6534048795 180 75000 700 147000 0
6534689101 180 56810.18 654 104000 83650
6536162776 180 260000 699 325000 0
6537698430 180 132571.2 0 194000 190000
6542571010 179 35533.5 757 133000 0
6542946766 179 23121.07 764 45000 29000
6543427329 177 61271.52 796 80000 78500
6544483255 180 296676.25 668 512000 0
6554687217 180 34884.69 786 55000 45000
6570195310 180 54814.87 694 82000 0
6583324766 180 348821.93 740 555000 0
6583495657 180 102260 721 130000 127825
6584981515 180 130753.64 798 164000 164000
6587416253 179 69475.95 692 100000 0
6590313174 179 60116.97 713 170000 0
6590718968 179 81022.41 806 185000 0
6592887639 179 30788.52 668 45000 0
6593612960 180 27272.64 756 32000 30455
6597600607 179 41719.53 770 200000 0
6598902705 180 226475.37 687 293000 286044
6602212133 179 55633.97 723 70000 0
6604085065 180 31896.82 656 45000 40000
6605881470 179 94082.26 771 118000 118000
6609430472 180 91931.84 767 116000 115299
6611617868 180 39156 722 60000 43507
6614074562 180 210000 713 270000 270000
6615525125 180 28800 786 40000 36000
6622270210 180 31893.43 733 78913 40000
6629753606 178 436235.68 691 550000 549000
6630022447 178 516452.79 748 837600 0
6630444575 180 56200 699 81000 0
6631983290 179 144021.34 794 498000 0
6632032253 180 510000 682 1310000 0
6635966614 180 144900 769 207000 0
6636114560 180 59802.12 755 81000 80000
6636244383 180 92389 790 345100 0
6640731763 179 27850.75 812 41000 0
6643967711 180 30800 682 42000 38500
6645822757 180 95000 769 235000 0
6646085941 179 109393.56 798 140000 0
6646728920 179 33895.04 749 43000 42500
6649048557 180 85000 783 173500 170000
6652659464 179 84426.31 730 600000 0
6655101662 179 99610.42 778 319000 0
6655477997 179 176908.92 686 375000 0
6660148070 179 63483.29 775 84000 0
6662690251 180 392424.67 664 525000 0
6673935836 119 22622 766 81000 0
6674734170 180 116000 782 145000 145000
6682540627 179 55971.93 754 131000 0
6684940007 180 80000 619 100000 0
6692314559 179 177457.21 764 240000 0
6695244167 180 140000 805 224000 175000
6700333849 180 150000 703 215000 0
6708829087 180 34800 791 48000 43525
6713495403 180 74747.56 788 120000 0
6714195218 179 53628.82 770 248400 0
6715960677 180 37867.92 692 62850 53000
6718769257 180 55000 633 158000 0
6719353549 180 470000 622 810000 0
6729395738 179 149526.75 809 273000 250000
6737530524 179 49642.03 742 115000 90983
6740623126 180 305000 716 430300 0
6743852938 180 34400 687 43000 43000
6744133981 180 187000 701 198000 0
6744206175 179 106968.88 793 146000 143584
6747983457 180 46843.49 794 63000 0
6758599770 179 89008.02 763 115000 112000
6758614652 179 111631.02 821 152000 140000
6759658468 180 29000 741 39000 0
6761349064 179 28815.68 750 47000 0
6762568845 180 146362.79 745 210000 0
6763337463 180 96541.1 762 150000 141900
6765653677 180 60000 644 75000 75000
6768438043 179 67771.12 696 85000 0
6776084417 179 189155 763 324000 0
6777496511 179 71760.23 707 90000 0
6778527140 180 122000 673 200000 0
6780696305 180 52627.91 772 75000 0
6785328698 180 68000 666 185000 165000
6786281086 155 47808.76 735 62000 55000
6797751929 179 47255.71 734 218000 0
6804648688 179 176414.04 807 222000 222000
6805262059 180 72398 752 363000 0
6806116718 180 31694.1 805 52500 46800
6806848302 180 92000 805 115000 115000
6812850276 180 39150 756 44000 43500
6814267115 179 415596.41 800 650000 650000
6817272468 179 275713.05 710 446000 0
6839627392 180 178446 638 311000 0
6841979070 179 199333.99 794 375000 0
6842167410 143 42672.68 762 100500 0
6852712931 179 84118.95 731 113464 0
6861455688 180 107632.57 755 155000 0
6862187868 180 192000 745 240000 0
6870080121 180 63693.98 755 76000 71000
6870368500 179 67277.63 727 81000 75000
6881441775 180 120000 779 160000 0
6881599093 179 25031.71 723 29500 28000
6884824738 180 27811.97 769 31000 31000
6889817307 180 35882.67 730 140000 0
6890009159 179 60786.93 797 80000 76500
6891519032 179 61717.34 747 91000 0
6894897385 180 700000 760 1022700 0
6896407993 180 48137.42 702 69000 0
6902215356 180 59814.78 757 77000 75000
6909515527 179 111743.78 791 290000 0
6916762690 180 60984.24 794 84000 0
6916995639 180 65000 744 88000 0
6918863603 180 33600 718 45000 42000
6920350656 180 43000 781 63000 0
6923153156 179 107309.11 771 153000 135000
6924185876 179 40030.87 614 85000 0
6930610800 179 185674.15 715 617875 0
6939244668 180 318413.03 804 880000 0
6940079640 180 42358.47 793 104000 102500
6940850859 179 87396.34 723 113000 110000
6942606036 180 99663.4 654 125000 125000
6953288195 180 73753.58 796 93000 92500
6958272251 179 93104.42 795 684211 0
6964957176 179 61789.07 715 72000 0
6967391845 179 91329.22 798 410000 0
6968425097 179 121158.68 722 200000 0
6970724727 179 48000 658 86628 0
6972998139 180 80000 619 100000 0
6980220351 179 35878.82 742 52300 45000
6986282181 179 115609.55 770 145000 145000
6987897326 180 75200 619 94000 0
6989217325 179 61793.54 729 90000 0
6989244865 180 63791.41 644 80000 0
6990934074 179 174417.25 722 300000 0
6999494195 180 146505.21 691 210000 0
Loan Count: 341
Scheduled PB
as February 1, 2006: $36,607,295.49
Unpaid PB W/A: $107,352.77
W/A Interest Rate: 6.354
W/A Remaining Term: 178.7 months
EXHIBIT E
REQUEST FOR RELEASE OF DOCUMENTS
[date]
To: Wells Fargo Bank, N.A.
1015 10th Avenue, S.E.
Minneapolis, Minnesota 55414-0031
Attn: Inventory Control (BoALT 2006-2)
Re: The Pooling and Servicing Agreement dated February 27, 2006, among
Banc of America Mortgage Securities, Inc., as Depositor, Bank of
America, National Association, as Servicer, and Wells Fargo Bank,
N.A., as Trustee
In connection with the administration of the Mortgage Loans held by you,
as Custodian, pursuant to the above-captioned Pooling and Servicing Agreement,
we request the release, and hereby acknowledge receipt, of the Mortgage File for
the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
---------------------
Mortgagor Name, Address & Zip Code:
-----------------------------------
Reason for Requesting Documents (check one)
-------------------------------------------
____ 1. Mortgage Paid in Full
____ 2. Foreclosure
____ 3. Substitution
____ 4. Other Liquidation
____ 5. Nonliquidation Reason: ___________________
By:
--------------------------------------
(authorized signer of Bank of
America, National Association)
Issuer:
----------------------------------
Address:
---------------------------------
-----------------------------------------
Date:
-------------------------------------
Custodian
---------
Wells Fargo Bank, N.A.
Please acknowledge the execution of the above request by your signature and date
below:
---------------------------------- ---------------
Signature Date
Documents returned to Custodian:
----------------------------------- ----------------
Custodian Date
EXHIBIT F
FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT
[Date]
[_______________] hereby certifies that it has established a [__________]
Account pursuant to Section [________] of the Pooling and Servicing Agreement,
dated February 27, 2006, among Banc of America Mortgage Securities, Inc., as
Depositor, Bank of America, National Association, as Servicer, and Wells Fargo
Bank, N.A., as Trustee.
[_______________],
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
EXHIBIT G-1
FORM OF TRANSFEROR CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - BoALT 2006-2
Re: Banc of America Alternative Loan Trust 2006-2, 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 Mortgage Securities,
Inc., as Depositor, Bank of America, National Association, as Servicer, and
Wells Fargo Bank, N.A., as Trustee. All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Trustee, that:
1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from
any and all claims and encumbrances whatsoever.
2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security to any person in any manner, (b) solicited any
offer to buy or accept a transfer, pledge or other disposition of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security from any person in any manner, (c) otherwise
approached or negotiated with respect to any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security with
any person in any manner, (d) made any general solicitation with respect
to any Transferred Certificate, any interest in a Transferred Certificate
or any other similar security by means of general advertising or in any
other manner, or (e) taken any other action with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the
"1933 Act"), would render the disposition of the Transferred Certificates
a violation of Section 5 of the 1933 Act or any state securities laws, or
would require registration or qualification of the Transferred
Certificates pursuant to the 1933 Act or any state securities laws.
Very truly yours,
--------------------------------------------
(Transferor)
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
EXHIBIT G-2A
FORM I OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - BoALT 2006-2
Re: Banc of America Alternative Loan Trust 2006-2, 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
Mortgage Securities, Inc., as Depositor, Bank of America, National Association,
as Servicer, and Wells Fargo Bank, N.A., as Trustee. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Trustee, that:
1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
under the Securities Act of 1933, as amended (the "1933 Act"), and has
completed one of the forms of certification to that effect attached hereto
as Annex 1 and Annex 2. The Transferee is aware that the sale to it is
being made in reliance on Rule 144A. The Transferee is acquiring the
Transferred Certificates for its own account or for the account of another
Qualified Institutional Buyer, and understands that such Transferred
Certificates may be resold, pledged or transferred only (a) to a person
reasonably believed to be a Qualified Institutional Buyer that purchases
for its own account or for the account of another Qualified Institutional
Buyer to whom notice is given that the resale, pledge or transfer is being
made in reliance on Rule 144A, or (b) pursuant to another exemption from
registration under the 1933 Act.
2. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions
thereon, (c) the nature, performance and servicing of the Mortgage Loans,
(d) the Pooling and Servicing Agreement and the Trust created pursuant
thereto, (e) any credit enhancement mechanism associated with the
Transferred Certificate, and (f) all related matters, that it has
requested.
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:
--------------------------------------
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:
--------------------------------------
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") and Wells Fargo Bank, N.A., as Trustee, with respect to the
mortgage pass-through certificates (the "Transferred Certificates") described in
the Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").
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 association
or equivalent institute and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not
more than 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. savings and loan association, and
not more than 18 months preceding such date of sale in the case of a
foreign savings and loan association or equivalent institution.
___ Broker-dealer. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
___ Insurance Company. The Transferee is an insurance company whose
primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a state, U.S.
territory or the District of Columbia.
___ State or Local Plan. The Transferee is a plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of the state or its political subdivisions, for the
benefit of its employees.
___ ERISA Plan. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of
1974.
___ Investment Advisor. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940.
___ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under subsection
(a)(1) of Rule 144A pursuant to which it qualifies. Note that
registered investment companies should complete Annex 2 rather than
this Annex 1.)
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are part
of an unsold allotment to or subscription by the Transferee, if the Transferee
is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee did not
include any of the securities referred to in this paragraph.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting 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
Yes No Transferred Certificates only for the
Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The 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:
--------------------------------------
--------
(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.
ANNEX 2 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to [_________________] (the
"Transferor") and Wells Fargo Bank, N.A., as Trustee, with respect to the
mortgage pass-through certificates (the "Transferred Certificates") described in
the Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee's Family of
Investment Companies owned, at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee's Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.
____ The Transferee owned and/or invested on a discretionary basis
$____________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with
Rule 144A).
____ The Transferee is part of a Family of Investment Companies which
owned in the aggregate $__________________ in securities (other than
the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated
in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
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
Yes No Transferred Certificates only for the
Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
--------------------------------------------
Print Name of Transferee or Adviser
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
IF AN ADVISER:
--------------------------------------------
Print Name of Transferee
By:
-----------------------------------------
Date:
--------------------------------------
EXHIBIT G-2B
FORM II OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - BoALT 2006-2
Re: Banc of America Alternative Loan Trust 2006-2, 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 Mortgage Securities, Inc., as
Depositor, Bank of America, National Association, as Servicer, and Wells Fargo
Bank, N.A., as Trustee. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you, as Trustee, that:
1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "1933 Act"), or
any applicable state securities laws.
2. Transferee understands that (a) the Transferred Certificates have not
been and will not be registered under the 1933 Act or registered or qualified
under any applicable state securities laws, (b) neither the Depositor nor the
Trustee is obligated so to register or qualify the Transferred Certificates and
(c) neither the Transferred Certificates nor any security issued in exchange
therefor or in lieu thereof may be resold or transferred unless such resale or
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
laws, in which case (i) unless the transfer is made in reliance on Rule 144A
under the 1933 Act, the Trustee or the Depositor may require a written Opinion
of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Trustee and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act and such laws or is being
made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not
be an expense of the Trustee or the Depositor and (ii) the Trustee shall require
a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached to the Pooling and Servicing Agreement as
Exhibit G-1 and a certificate from such Certificateholder's prospective
transferee substantially in the form attached to the Pooling and Servicing
Agreement either as Exhibit G-2A or as Exhibit G-2B, which certificates shall
not be an expense of the Trustee or the Depositor; provided that the foregoing
requirements under clauses (i) and (ii) shall not apply to a transfer of a
Private Certificate between or among the Depositor, the 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 TRUSTEE EITHER (I) A
REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE,
STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN
OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT
IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS
DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO BENEFIT
PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES
AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH BENEFIT
PLAN AND ALL OTHER BENEFIT PLANS MAINTAINED BY THE SAME EMPLOYER (OR
AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE
SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND
LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER
SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT
HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60
APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR
HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT
SUBJECT THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH
PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE
DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION
LETTER REFERRED TO IN THE PRECEDING SENTENCE UNLESS SUCH PERSON SHALL HAVE
PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO
IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION
OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO
RIGHTS IN ANY PURPORTED TRANSFEREE.
4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security with any person in any manner, (d) made any general solicitation by
means of general advertising or in any other manner, or (e) taken any other
action, that (in the case of any of the acts described in clauses (a) through
(e) above) would constitute a distribution of the Transferred Certificates under
the 1933 Act, would render the disposition of the Transferred Certificates a
violation of Section 5 of the 1933 Act or any state securities law or would
require registration or qualification of the Transferred Certificates pursuant
thereto. The Transferee will not act, nor has it authorized nor will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to the Transferred Certificates, any interest in the Transferred
Certificates or any other similar security.
5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans., (d) the Pooling and
Servicing Agreement and the Trust created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.
6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity
in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business 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:
--------------------------------------
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:
--------------------------------------
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
Attn: Corporate Trust Services - BoALT 2006-2
Re: Banc of America Alternative Loan Trust 2006-2, 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 Mortgage Securities, Inc., as
Depositor, Bank of America, National Association, as Servicer, and Wells Fargo
Bank, N.A., as Trustee. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as
Trustee, either that:
(a) it is not, and is not acting on behalf of, an employee benefit plan or
arrangement, including an individual retirement account, subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the Internal
Revenue Code of 1986, as amended (the "Code"), or any federal, state or local
law ("Similar Law") which is similar to ERISA or the Code (collectively, a
"Plan"), and it is not using the assets of any such Plan to effect the purchase
of the Transferred Certificates; or
(b) it is an insurance company and the source of funds used to purchase
the Transferred Certificates is an "insurance company general account" (as
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE
95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), there is no Plan with respect to
which the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and all Plans that
have an interest in such general account are Plans to which PTE 95-60 applies.
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:
--------------------------------------
EXHIBIT I
FORM OF AFFIDAVIT REGARDING TRANSFER OF
RESIDUAL CERTIFICATE PURSUANT TO SECTION 6.02
Banc of America Alternative Loan Trust 2006-2
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 5-A-R Certificate (the
"Residual Certificate") issued pursuant to the Pooling and Servicing Agreement,
dated February 27, 2006, (the "Agreement"), relating to the above-referenced
Series, by and among Banc of America Mortgage Securities, Inc., as depositor
(the "Depositor"), Bank of America, National Association, as servicer, and Wells
Fargo Bank, N.A., as trustee. Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Agreement. The Transferee
has authorized the undersigned to make this affidavit on behalf of the
Transferee.
2. The Transferee is, as of the date hereof, and will be, as of the date
of the transfer, a Permitted Transferee. The Transferee is acquiring the
Residual Certificate either (i) for its own account or (ii) as nominee, trustee
or agent for another Person who is a Permitted Transferee and has attached
hereto an affidavit from such Person in substantially the same form as this
affidavit. The Transferee has no knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a tax will
be imposed on Transfers of the Residual Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
transfer, such Person does not have actual knowledge that the affidavit is
false.
4. The Transferee has been advised of, and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time during
the taxable year of the pass-through entity a Person that is not a Permitted
Transferee is the record Holder of an interest in such entity. The Transferee
understands that, other than in the case of an "electing large partnership"
under Section 775 of the Code, such tax will not be imposed for any period with
respect to which the record Holder furnishes to the pass-through entity an
affidavit that such record Holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a 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.
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 U.S. Person as defined in Code Section
7701(a)(30).
11. The Transferee is aware that the Residual Certificate may be a
"noneconomic residual interest" within the meaning of Treasury Regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.
12. The Transferee will not cause income from the Residual Certificate to
be attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other
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.
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.
* * *
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
______________, ____
ATTACHMENT A
to
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, AND FOR NON-ERISA INVESTORS
Check the appropriate box:
|_| The consideration paid to the Transferee to acquire the Residual
Certificate equals or exceeds the excess of (a) the present value of the
anticipated tax liabilities over (b) the present value of the anticipated
savings associated with holding such Residual Certificate, in each case
calculated in accordance with U.S. Treasury Regulations Sections
1.860E-1(c)(7) and (8), computing present values using a discount rate
equal to the short-term Federal rate prescribed by Section 1274(d) of the
Code and the compounding period used by the Transferee.
OR
|_| The transfer of the Residual Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:
(i) the Transferee is an "eligible corporation," as defined in U.S.
Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
from Residual Certificate will only be taxed in the United States;
(ii) at the time of the transfer, and at the close of the Transferee's
two fiscal years preceding the year of the transfer, the Transferee
had gross assets for financial reporting purposes (excluding any
obligation of a person related to the Transferee within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess
of $100 million and net assets in excess of $10 million;
(iii) the Transferee will transfer the Residual Certificate only to
another "eligible corporation," as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that
satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
(iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations;
(iv) the Transferee has determined the consideration paid to it to
acquire the Residual Certificate based on reasonable market
assumptions (including, but not limited to, borrowing and investment
rates, prepayment and loss assumptions, expense and reinvestment
assumptions, tax rates and other factors specific to the Transferee)
that it has determined in good faith; and
(v) in the event of any transfer of the Residual Certificate by the
Transferee, the Transferee will require its transferee to complete a
representation in the form of this Attachment A as a condition of
such transferee's purchase of the Residual Certificate.
EXHIBIT J
CONTENTS OF THE SERVICING FILE
1. Copies of Mortgage Loans Documents.
2. Residential loan application.
3. Mortgage Loan closing statement.
4. Verification of employment and income, if required.
5. Verification of acceptable evidence of source and amount of downpayment.
6. Credit report on Mortgagor, in a form acceptable to either Fannie Mae or
Freddie Mac.
7. Residential appraisal report.
8. Photograph of the Mortgaged Property.
9. Survey of the Mortgaged Property, unless a survey is not required by the
title insurer.
10. Copy of each instrument necessary to complete identification of any
exception set forth in the exception schedule in the title policy, i.e.,
map or plat, restrictions, easements, home owner association declarations,
etc.
11. Copies of all required disclosure statements.
12. If applicable, termite report, structural engineer's report, water
potability and septic certification.
13. Sales Contract, if applicable.
14. The Primary Insurance Policy or certificate of insurance or an electronic
notation of the existence of such policy, where required pursuant to the
Agreement.
15. Evidence of electronic notation of the hazard insurance policy, and if
required by law, evidence of the flood insurance policy.
EXHIBIT K
FORM OF SPECIAL SERVICING AGREEMENT
This Special Servicing Agreement (the "Agreement") is made and
entered into as of ___________________, between Bank of America, National
Association (the "Servicer") and ___________________ (the "Loss Mitigation
Advisor").
PRELIMINARY STATEMENT
_________________ (the "Purchaser") is the holder of the entire interest
in Banc of America Alternative Loan Trust 2006-2; Mortgage Pass-Through
Certificates, Series ______, Class ____ (the "Class B Certificates"). The Class
B Certificates were issued pursuant to a Pooling and Servicing Agreement dated
___________________among Banc of America Mortgage Securities, Inc., as depositor
(the "Depositor"), the Servicer, and Wells Fargo Bank, N.A., as Trustee.
The Purchaser has requested the Servicer to engage the Loss Mitigation
Advisor, at the Purchaser's expense, to assist the Servicer with respect to
default management and reporting situations for the benefit of the Purchaser.
In consideration of the mutual agreements herein contained, the receipt
and sufficiency of which are hereby acknowledged, the Servicer hereby engages
the Loss Mitigation Advisor to provide advice in connection with default
management and reporting situations with respect to defaulted loans, including
providing to the Servicer recommendations with respect to foreclosures, the
acceptance of so-called short payoffs, deeds in lieu of or in aid of foreclosure
and deficiency notes, as well as with respect to the sale of REO properties. The
Loss Mitigation Advisor hereby accepts such engagement, and acknowledges that
its fees will be paid by the Purchaser and not the Servicer, and that it will
not look to the Servicer for financial remuneration. It is the intent of the
parties to this Agreement that the services of the Loss Mitigation Advisor are
provided without fee to the Servicer for the benefit of the Purchaser for the
life of the Class B Certificates.
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 following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Commencement of Foreclosure: The first official action required under
local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, the posting, publishing, filing or
delivery of a notice of sale.
Delay of Foreclosure: The postponement for more than three Business Days
of the scheduled sale of Mortgaged Property to obtain satisfaction of a Mortgage
Loan.
Loss Mitigation Advisor: ______________.
Purchaser: _______________________, or the holder of record of the Class B
Certificates.
Short Payoff: Liquidation of a Mortgage Loan at less than the full amount
of the outstanding balance of the Mortgage Loan plus advances and costs through
a negotiated settlement with the borrower, which may include a deed-in-lieu of
foreclosure or sale of the property or of the promissory note secured by the
collateral property to a third party, in either case with or without a
contribution toward any resulting deficiency by the borrower.
Section 1.02. Definitions Incorporated by Reference.
All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreements.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01. Reports and Notices.
(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Servicer shall use reasonable efforts to provide to the Loss Mitigation
Advisor with the following notices and reports. All such notices and reports may
be sent to the Loss Mitigation Advisor by telecopier, electronic mail, express
mail or regular mail.
(i) The Servicer shall within five Business Days after each
Distribution Date either: (A) provide to the Loss Mitigation Advisor a
written or electronic report, using the same methodology and calculations
as in its standard servicing reports, indicating for the trust fund formed
by the Pooling and Servicing Agreement, the number of Mortgage Loans that
are (1) sixty days delinquent, (2) ninety days or more delinquent, (3) in
foreclosure or (4) real estate owned (REO), and indicating for each such
Mortgage Loan the loan number, whether the loan is in bankruptcy or paying
under the terms of a repayment plan, the reason for default, and
outstanding principal balance; or (B) provide the information detailed in
(A) to a data service provider of the Loss Mitigation Advisor's choice in
an electronic format acceptable to that data service provider. Provision
of the information to a service provider other than that specified by the
Loss Mitigation Advisor is acceptable.
(ii) Prior to a Delay of Foreclosure in connection with any Mortgage
Loan, the Servicer shall provide the Loss Mitigation Advisor with a notice
of such proposed and imminent delay, stating the loan number, the
aggregate amount owing under the Mortgage Loan, and the reason and
justification for delaying foreclosure action. All notices and supporting
documentation pursuant to this subsection may be provided via telecopier,
express mail or electronic mail.
(iii) Prior to accepting any Short Payoff in connection with any
Mortgage Loan, the Servicer shall provide the Loss Mitigation Advisor with
a notice of such proposed and imminent Short Payoff, stating the loan
number, the aggregate amount owing under the Mortgage Loan, and the
justification for accepting the proposed Short Payoff. Such notice may be
sent by telecopier, express mail, electronic mail or regular mail.
(iv) Within five (5) business days of each Distribution Date, the
Servicer shall provide the Loss Mitigation Advisor with a report listing
each loan that has resulted in a realized loss that has been reported to
the trustee. Such report shall specify the loan number, the outstanding
principal balance of the loan upon its liquidation, the realized loss, and
the following components of realized loss: foreclosure costs, advances,
mortgage insurance proceeds, marketing and property rehabilitation costs,
and other costs. Such report may be provided by telecopier, express mail,
regular mail or electronic mail. The Loss Mitigation Advisor shall have at
least ten (10) business days in which to respond with reasonable questions
or requests for additional information regarding the amounts reported as
realized losses, and the Servicer shall within five (5) business days of
receipt of the Loss Mitigation Advisor's questions or additional
information requests provide responses to such questions and requests.
(v) Within five (5) business days of receipt by the Servicer of an
offer to acquire an REO property at an amount that is more than 15% below
the most recent market valuation of that property obtained by the Servicer
(or if no such valuation has been obtained, the appraisal used in
connection with the originating of the related Mortgage Loan), the
Servicer shall notify the Loss Mitigation Advisor of such offer and shall
provide a justification for accepting such offer, if that is the
Servicer's recommendation.
(vi) Within five (5) business days of receipt by the Servicer that a
claim filed for mortgage insurance, or any part thereof, has been rejected
by the mortgage insurance provider, the Servicer shall provide a copy of
the rejected claim with explanations for the item or items rejected to the
Loss Mitigation Advisor.
(vii) Within five (5) business days of providing the trustee with
any notice regarding a mortgage loan substitution, loan modification, or
loan repurchase, the Servicer shall provide the Loss Mitigation Advisor
with a copy of the notice.
(b) If requested by the Loss Mitigation Advisor, the Servicer shall make
its servicing personnel available during its normal business hours to respond to
reasonable inquiries, in writing by facsimile transmission, express mail or
electronic mail, by the Loss Mitigation Advisor in connection with any Mortgage
Loan identified in a report under subsection 2.01 (a)(i), (a)(ii), (a)(iii) or
(a)(iv) which has been given to the Loss Mitigation Advisor; provided that the
Servicer shall only be required to provide information that is readily
accessible to their servicing personnel.
(c) In addition to the foregoing, the Servicer shall provide to the Loss
Mitigation Advisor such information as the Loss Mitigation Advisor may
reasonably request concerning each Mortgage Loan that is at least sixty days
delinquent and each Mortgage Loan which has become real estate owned, provided
that the Servicer shall only be required to provide information that is readily
accessible to its servicing personnel.
(d) With respect to all Mortgage Loans which are serviced at any time by
the Servicer through a subservicer, the Servicer shall be entitled to rely for
all purposes hereunder, including for purposes of fulfilling its reporting
obligations under this Section 2.01, on the accuracy and completeness of any
information provided to it by the applicable subservicer.
Section 2.02. Loss Mitigation Advisor's Recommendations With Respect to
Defaulted Loans.
(a) All parties to this Agreement acknowledge that the Loss Mitigation
Advisor's advice is made in the form of recommendations, and that the Loss
Mitigation Advisor does not have the right to direct the Servicer in performing
its duties under the Pooling and Servicing Agreement. The Servicer may, after
review and analysis of the Loss Mitigation Advisor's recommendation, accept or
reject it, in the Servicer's sole discretion, subject to the standards of the
Servicer to protect the interest of the Certificateholders set forth in the
Pooling and Servicing Agreement.
(b) Within two (2) business days of receipt of a notice of a foreclosure
delay, the Loss Mitigation Advisor shall provide the Servicer with a
recommendation regarding the delay, provided, however, that if additional
information is required on which to base a recommendation, the Loss Mitigation
Advisor shall notify the Servicer of the additional information needed within
the allotted time, and the Servicer shall promptly provide such information and
the Loss Mitigation Advisor shall then submit to the Servicer its
recommendation. The Loss Mitigation Advisor may recommend that additional
procedures be undertaken to further analyze the property, the borrower, or
issues related to the default or foreclosure. Such additional procedures may
include asset searches, property valuations, legal analysis or other procedures
that are warranted by the circumstances of the property, borrower or
foreclosure. The Loss Mitigation Advisor may recommend such other actions as are
warranted by the circumstances of the property, borrower or foreclosure.
(c) Within two (2) business days of receipt of a notice of a proposed
Short Payoff, the Loss Mitigation Advisor shall provide the Servicer with a
recommendation regarding the proposed Short Payoff, provided, however, that if
additional information is required on which to base a recommendation, the Loss
Mitigation Advisor shall notify the Servicer of the additional information
needed within two business days, and the Servicer shall promptly provide such
information and the Loss Mitigation Advisor shall then submit to the Servicer
its recommendation. The Loss Mitigation Advisor's recommendation may take the
form of concurring with the proposed Short Payoff, recommending against such
Short Payoff, with a justification provided, or proposing a counteroffer.
(d) Within two (2) business days of receipt of a notice of an REO sale at
an amount that is more than 15% below the recent market valuation of that
property, the Loss Mitigation Advisor shall provide the Servicer with its
recommendation. The Loss Mitigation Advisor's recommendation may take the form
of concurring with the proposed below-market sale, recommending against such
below-market sale, or proposing a counteroffer.
Section 2.03. Termination.
(a) With respect to all Mortgage Loans included in a trust fund, the
Servicer's obligations under Section 2.01 and Section 2.02 shall terminate at
such time as the Certificate Principal Balances of the related Class B
Certificates have been reduced to zero.
(b) The Loss Mitigation Advisor's responsibilities under this Agreement
shall terminate upon the termination of the fee agreement between the Purchaser
or its successor and the Loss Mitigation Advisor. The Loss Mitigation Advisor
shall promptly notify the Servicer of the date of termination of such fee
agreement, but in no event later than 5:00 P.M., EST, on the effective date
thereof.
(c) Neither the Servicer nor any of its directors, officers, employees or
agents shall be under any liability 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
Servicer or any such Person against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Servicer and the Loss Mitigation Advisor and any director,
officer, employee or agent thereof 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. Neither the Loss Mitigation Advisor, its directors,
officers, employees or agents shall be under any liability for any actions taken
by the Servicer based upon the recommendation pursuant to this Agreement,
provided they are made in good faith.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.01. Amendment.
This Agreement may be amended from time to time by the Servicer and the
Loss Mitigation Advisor by written agreement signed by the Servicer and the Loss
Mitigation Advisor.
Section 3.02. Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 3.03. Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 3.04. Notices.
All demands, notices and direction hereunder shall be in writing or by
telecopier and shall be deemed effective upon receipt to:
(a) in the case of the Servicer,
Bank of America, National Association
101 South Tryon Street
Charlotte, North Carolina 28255
Attn: Secondary Marketing with a copy to the General Counsel
or such other address as may hereafter be furnished in writing by the Servicer,
(b) in the case of the Loss Mitigation Advisor,
-----------------------
(c) in the case of the Purchaser:
-----------------------
Section 3.05. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever, including regulatory, 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.
Section 3.06. Successors and Assigns.
(a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders.
(b) The Servicer shall notify the Loss Mitigation Advisor of the
assignment of its duties to any successor servicer within thirty (30) days prior
to such assignment, and shall provide the name, address, telephone number and
telecopier number for the successor to the Loss Mitigation Advisor.
Section 3.07. Article and Section Headings.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 3.08. Confidentiality.
The Servicer acknowledges the confidentiality of this Agreement and will
not release or republish its contents without the consent of the Loss Mitigation
Advisor except to the extent required by law, regulation or court order.
The Loss Mitigation Advisor agrees that all information supplied by or on
behalf of the Servicer under this Agreement, is the property of the Servicer.
The Loss Mitigation Advisor shall keep in strictest confidence all information
relating to this Agreement, including, without limitation, individual account
information and other information supplied by or on behalf of the Servicer
pursuant to Section 2.01, and that information which may be acquired in
connection with or as a result of this Agreement. During the term of this
Agreement and at any time thereafter, without the prior written consent of the
Servicer, the Loss Mitigation Advisor shall not publish, communicate, divulge,
disclose or use any of such information. Upon termination or expiration of this
Agreement, the Loss Mitigation Advisor shall deliver all records, data,
information, and other documents and all copies thereof supplied by or on behalf
of the Servicer pursuant to Section 2.01 to the Servicer and such shall remain
the property of the Servicer.
Section 3.09. Independent Contractor.
In all matters relating to this Agreement, the Loss Mitigation Advisor
shall be acting as an independent contractor. Neither the Loss Mitigation
Advisor nor any employees of the Loss Mitigation Advisor are employees or agents
of the Servicer under the meaning or application of any Federal or State
Unemployment or Insurance Laws or Workmen's Compensation Laws, or otherwise. The
Loss Mitigation Advisor shall assume all liabilities or obligations imposed by
any one or more of such laws with respect to the employees of the Loss
Mitigation Advisor in the performance of this Agreement. The Loss Mitigation
Advisor shall not have any authority to assume or create any obligation, express
or implied, on behalf of the Servicer, and the Loss Mitigation Advisor shall not
have the authority to represent itself as an agent, employee, or in any other
capacity of the Servicer.
IN WITNESS WHEREOF, the Servicer and the Loss Mitigation Advisor have
caused their names to be signed hereto by their respective officers thereunto
duly authorized, all as of the day and year first above written.
Bank of America, National Association
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Loss Mitigation Advisor
-----------------------
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
PURCHASER'S ACKNOWLEDGEMENT AND AGREEMENT
Purchaser executes this agreement for the purpose of acknowledging the limited
obligations of the Servicer in respect of the Loss Mitigation Advisor's
recommendation, as described in Section 2.02(a) hereof and confirming to the
Servicer that (i) it shall be solely responsible for the payment of the fees of
the Loss Mitigation Advisor pursuant to the terms of an agreement between
Purchaser and Loss Mitigation Advisor dated _____________, 20__ and (ii)
Purchaser upon transfer of its interest in any of the Class B Certificates or
any part thereof will require its successor to consent to this Special Servicing
Agreement and to pay any of the fees due to the Loss Mitigation Advisor pursuant
to the agreement referenced in clause (i) above.
Purchaser
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
EXHIBIT L
LIST OF RECORDATION STATES
Florida
Maryland
EXHIBIT M
FORM OF INITIAL CERTIFICATION OF THE TRUSTEE
February 27, 2006
Banc of America Mortgage Securities, Inc.
Secondary Marketing
214 North Tryon Street
Charlotte, North Carolina 28255
NC1-022-05-10
Attn: Jerald Jubulis
Bank of America, National Association
Secondary Marketing
214 North Tryon Street
Charlotte, North Carolina 28255
NC1-022-05-10
Attn: Jerald Jubulis
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attn: BOAALT 2006-2
Re: Banc of America Mortgage Securities, Inc. Banc of America
Alternative Loan Trust 2006-2 Mortgage Pass-Through Certificates,
Series 2006-2, issued pursuant to a Pooling and Servicing Agreement,
dated February 27, 2006, among Banc of America Mortgage Securities,
Inc., as Depositor, Bank of America, National Association, as
Servicer, and Wells Fargo Bank, N.A., as Trustee
Ladies and Gentlemen:
In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as Trustee, hereby certifies that, except as specified in any list
of exceptions attached hereto, either (i) it has received the original Mortgage
Note relating to each of the Mortgage Loans listed on the Mortgage Loan Schedule
or (ii) if such original Mortgage Note has been lost, a copy of such original
Mortgage Note, together with a lost note affidavit.
The Trustee 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
makes no representations as to: (i) the validity, legality, sufficiency,
enforceability, recordability or genuineness of any of the documents contained
in each Mortgage File or any of the Mortgage Loans identified in the Mortgage
Loan Schedule or (ii) the collectibility, insurability, effectiveness or
suitability of any such Mortgage Loan.
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
WELLS FARGO BANK, N.A.,
as Trustee
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
EXHIBIT N
FORM OF FINAL CERTIFICATION OF THE TRUSTEE
[__________ __, ____]
Banc of America Mortgage Securities, Inc.
Secondary Marketing
214 North Tryon Street
Charlotte, North Carolina 28255
NC1-022-05-10
Attn: Jerald Jubulis
Bank of America, National Association
Secondary Marketing
214 North Tryon Street
Charlotte, North Carolina 28255
NC1-022-05-10
Attn: Jerald Jubulis
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attn: BOAALT 2006-2
Re: Banc of America Mortgage Securities, Inc. Banc of America
Alternative Loan Trust 2006-2 Mortgage Pass-Through Certificates,
Series 2006-2, issued pursuant to a Pooling and Servicing Agreement,
dated February 27, 2006, among Banc of America Mortgage Securities,
Inc., as Depositor, Bank of America, National Association, as
Servicer, and Wells Fargo Bank, N.A., as Trustee
Ladies and Gentlemen:
In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as Trustee, 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 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
makes no representations as to: (i) the validity, legality, sufficiency,
enforceability, recordability or genuineness of any of the documents contained
in each Mortgage File or any of the Mortgage Loans identified in the Mortgage
Loan Schedule or (ii) the collectibility, insurability, effectiveness or
suitability of any such Mortgage Loan.
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
WELLS FARGO BANK, N.A.,
as Trustee
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
EXHIBIT O
Form of Sarbanes-Oxley Certification
Banc of America Alternative Loan Trust 2006-2
Mortgage Pass-Through Certificates,
Series 2006-2
I, [________], a [_____________] of Bank of America, National Association
(the "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 Alternative Loan Trust 2006-2 (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 Servicer
and based upon my knowledge and the compliance review conducted in
preparing the servicer compliance statement required in this report under
Item 1123 of Regulation AB, and except as disclosed in the Exchange Act
Periodic Reports, the Servicer has fulfilled its obligations under the
pooling and servicing agreement, dated February 27, 2006, among Banc of
America Mortgage Securities, Inc., as depositor, Wells Fargo Bank, N.A.,
as trustee, and the Servicer; and
5. All of the reports on assessment of compliance with the servicing criteria
for asset-backed securities and their related attestation reports on
assessment of compliance with servicing criteria for asset-backed
securities required to be included in this report in accordance with Item
1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in
this report. Any material instances of noncompliance described in such
reports have been disclosed in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated party: Wells Fargo
Bank, N.A.
[_________], 20
By:
-----------------------------------
Name:
Title:
EXHIBIT P
Form of Certification to be Provided by the Trustee to the Servicer
Banc of America Alternative Loan Trust 2006-2
Mortgage Pass-Through Certificates,
Series 2006-2
Re: Banc of America Alternative Loan Trust 2006-2 (the "Trust"),
Mortgage Pass-Through Certificates, Series 2006-2, issued pursuant
to a Pooling and Servicing Agreement dated February 27, 2006 (the
"Pooling Agreement"), among Banc of America Mortgage Securities,
Inc., as Depositor, Bank of America, National Association, as
Servicer, and Wells Fargo Bank, N.A., as Trustee
The Trustee hereby certifies to the 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 fiscal year
[___] (the "Annual Report"), and all reports on Form 10 D required to be filed
in respect of period covered by the Annual Report (collectively with the Annual
Report, the "Reports"), of the Trust;
2. To my knowledge, the Reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by the
Annual Report;
3. To my knowledge, the distribution information required to be provided
by the Trustee under the Pooling Agreement for inclusion in the Reports is
included in the Reports;
4. I am responsible for reviewing the activities performed by the Trustee
under the Pooling and Servicing Agreement, and based on my knowledge and the
compliance review conducted in preparing the compliance statement of the Trustee
required in the Annual Report under Item 1123 of Regulation AB, and except as
disclosed in the Reports, the Trustee has fulfilled its obligations under the
Pooling Agreement in all material respects; and
5. The report on assessment of compliance with servicing criteria for
asset-backed securities of the Trustee and its related attestation report on
assessment of compliance with servicing criteria required to be included in the
Annual Report in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report.
Any material instances of non-compliance are described in such report and have
been disclosed in the Annual Report.
WELLS FARGO BANK, N.A.
as Trustee
By:
-----------------------------------
Name:
Title:
EXHIBIT Q
Servicing Criteria to be Addressed in Assessment of Compliance
------------------------------------------------------------------------------------------ ----------------------
APPLICABLE SERVICING
SERVICING CRITERIA CRITERIA
------------------------------------------------------------------------------------------ ----------------------
Reference Criteria Servicer Trustee
-------------------- --------------------------------------------------------------------- ----------- ----------
General Servicing Considerations
-------------------- --------------------------------------------------------------------- ----------- ----------
Policies and procedures are instituted to monitor any performance X X
or other triggers and events of default in accordance with the
1122(d)(1)(i) transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
1122(d)(1)(ii) activities.
-------------------- --------------------------------------------------------------------- ----------- ----------
Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the mortgage loans are maintained.
-------------------- --------------------------------------------------------------------- ----------- ----------
A fidelity bond and errors and omissions policy is in effect on the X
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
1122(d)(1)(iv) agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
Cash Collection and Administration
-------------------- --------------------------------------------------------------------- ----------- ----------
Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
1122(d)(2)(i) days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
Disbursements made via wire transfer on behalf of an obligor or to X X
1122(d)(2)(ii) an investor are made only by authorized personnel.
-------------------- --------------------------------------------------------------------- ----------- ----------
Advances of funds or guarantees regarding collections, cash flows X
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
1122(d)(2)(iii) transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with X X
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
Each custodial account is maintained at a federally insured X X
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
1122(d)(2)(v) 13k-1(b)(1) of the Securities Exchange Act.
-------------------- --------------------------------------------------------------------- ----------- ----------
Unissued checks are safeguarded so as to prevent unauthorized X X
1122(d)(2)(vi) access.
-------------------- --------------------------------------------------------------------- ----------- ----------
Reconciliations are prepared on a monthly basis for all X X
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
1122(d)(2)(vii) specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
Investor Remittances and Reporting
-------------------- --------------------------------------------------------------------- ----------- ----------
Reports to investors, including those to be filed with the X
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
1122(d)(3)(i) Servicer.
-------------------- --------------------------------------------------------------------- ----------- ----------
Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth in
1122(d)(3)(ii) the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of X
1122(d)(3)(iii) days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank X
1122(d)(3)(iv) statements.
-------------------- --------------------------------------------------------------------- ----------- ----------
Pool Asset Administration
-------------------- --------------------------------------------------------------------- ----------- ----------
Collateral or security on mortgage loans is maintained as required X X
1122(d)(4)(i) by the transaction agreements or related mortgage loan documents.
-------------------- --------------------------------------------------------------------- ----------- ----------
Mortgage loan and related documents are safeguarded as required by X X
1122(d)(4)(ii) the transaction agreements
-------------------- --------------------------------------------------------------------- ----------- ----------
Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions or
1122(d)(4)(iii) requirements in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
Payments on mortgage loans, including any payoffs, made in X
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
1122(d)(4)(iv) loan documents.
-------------------- --------------------------------------------------------------------- ----------- ----------
The Servicer's records regarding the mortgage loans agree with the X
Servicer's records with respect to an obligor's unpaid principal
1122(d)(4)(v) balance.
-------------------- --------------------------------------------------------------------- ----------- ----------
Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
1122(d)(4)(vi) the transaction agreements and related pool asset documents.
-------------------- --------------------------------------------------------------------- ----------- ----------
Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
1122(d)(4)(vii) established by the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
Records documenting collection efforts are maintained during the X
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
1122(d)(4)(viii) is deemed temporary (e.g., illness or unemployment).
-------------------- --------------------------------------------------------------------- ----------- ----------
Adjustments to interest rates or rates of return for mortgage loans X
with variable rates are computed based on the related mortgage loan
1122(d)(4)(ix) documents.
-------------------- --------------------------------------------------------------------- ----------- ----------
Regarding any funds held in trust for an obligor (such as escrow X
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
1122(d)(4)(x) number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
Payments made on behalf of an obligor (such as tax or insurance X
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
1122(d)(4)(xi) other number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
Any late payment penalties in connection with any payment to be X
made on behalf of an obligor are paid from the Servicer's funds and
not charged to the obligor, unless the late payment was due to the
1122(d)(4)(xii) obligor's error or omission.
-------------------- --------------------------------------------------------------------- ----------- ----------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the Servicer,
or such other number of days specified in the transaction X
1122(d)(4)(xiii) agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
Delinquencies, charge-offs and uncollectible accounts are X X
recognized and recorded in accordance with the transaction
1122(d)(4)(xiv) agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained X X
1122(d)(4)(xv) as set forth in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
[BANK OF AMERICA, NATIONAL ASSOCIATION] [WELLS FARGO BANK, N.A.]
Date:
------------------------------
6.
By:
Name:
--------------------------------------
Title:
--------------------------------------
EXHIBIT R-1
ADDITIONAL FORM 10-D INFORMATION
--------------------------------------------------------------------------------
Item on Form 10-D Party Responsible
--------------------------------------------------------------------------------
Item 1: Distribution and Pool Depositor
Performance Information Servicer
Trustee
Any information required by Item
1121 of Regulation AB which is
not included on the Distribution
Date Statement
--------------------------------------------------------------------------------
Item 2: Legal Proceedings (i) All parties to the Agreement (as
to themselves), (ii) the Trustee and
Servicer as to the Trust, (iii) the
Depositor as to the Sponsor or any
per Item 1117 of Regulation AB Regulation AB Item 1100(d)(1) party
--------------------------------------------------------------------------------
Item 3: Sale of Securities and Use Depositor
of Proceeds
--------------------------------------------------------------------------------
Item 4: Defaults Upon Senior Trustee
Securities
--------------------------------------------------------------------------------
Item 5: Submission of Matters to a Trustee
Vote of Security Holders
--------------------------------------------------------------------------------
Item 6: Significant Obligors of N/A
Pool Assets
--------------------------------------------------------------------------------
Item 7: Significant Enhancement Depositor
Provider Information Trustee
--------------------------------------------------------------------------------
Item 8: Other Information Any party to the Agreement responsible
for disclosure items on Form 8-K
--------------------------------------------------------------------------------
Item 9: Exhibits Depositor
Trustee
--------------------------------------------------------------------------------
EXHIBIT R-2
ADDITIONAL FORM 10-K INFORMATION
--------------------------------------------------------------------------------
Item on Form 10-K Party Responsible
--------------------------------------------------------------------------------
Item 9B: Other Information Any party to the Agreement responsible
for disclosure items on Form 8-K
--------------------------------------------------------------------------------
Item 15: Exhibits, Financial Trustee
Statement Schedules Depositor
--------------------------------------------------------------------------------
Additional Item: (i) All parties to the Agreement (as to
themselves), (ii) the Trustee and
Servicer as to the Trust, (iii) the
Disclosure per Item 1117 of Depositor as to the Sponsor or any
Regulation AB Regulation AB Item 1100(d)(1) party
--------------------------------------------------------------------------------
Additional Item: (i) All parties to the Agreement as to
Disclosure per Item 1119 of themselves and (ii) the Depositor as to
Regulation AB the Sponsor
--------------------------------------------------------------------------------
Additional Item: N/A
Disclosure per Item 1112(b) of
Regulation AB
--------------------------------------------------------------------------------
Additional Item: Depositor
Disclosure per Items 1114(b) and Trustee
1115(b) of Regulation AB
--------------------------------------------------------------------------------
EXHIBIT R-3
FORM 8-K INFORMATION
--------------------------------------------------------------------------------
Item on Form 8-K Party Responsible
--------------------------------------------------------------------------------
Item 1.01- Entry into a Material The party to this Agreement entering into
Definitive Agreement such material definitive agreement
--------------------------------------------------------------------------------
Item 1.02- Termination of a The party to this Agreement requesting
Material Definitive Agreement termination of a material definitive
agreement
--------------------------------------------------------------------------------
Item 1.03- Bankruptcy or Depositor
Receivership
--------------------------------------------------------------------------------
Item 2.04- Triggering Events Servicer
that Accelerate or Increase a Trustee
Direct Financial Obligation or
an Obligation under an
Off-Balance Sheet Arrangement
--------------------------------------------------------------------------------
Item 3.03- Material Modification Trustee
to Rights of Security Holders
--------------------------------------------------------------------------------
Item 5.03- Amendments of Depositor
Articles of Incorporation or Servicer
Bylaws; Change of Fiscal Year Trustee
--------------------------------------------------------------------------------
Item 6.01- ABS Informational and Depositor
Computational Material
--------------------------------------------------------------------------------
Item 6.02- Change of Servicer or Servicer
Trustee Trustee
--------------------------------------------------------------------------------
Item 6.03- Change in Credit Depositor
Enhancement or External Support Trustee
--------------------------------------------------------------------------------
Item 6.04- Failure to Make a Trustee
Required Distribution
--------------------------------------------------------------------------------
Item 6.05- Securities Act Depositor
Updating Disclosure
--------------------------------------------------------------------------------
Item 7.01- Regulation FD Depositor
Disclosure
--------------------------------------------------------------------------------
Item 8.01 Depositor
--------------------------------------------------------------------------------
Item 9.01 Depositor
--------------------------------------------------------------------------------
EXHIBIT S
Yield Maintenance Agreement
BANK OF AMERICA, N.A.
TO: Banc of America Alternative Loan Trust 2006-2
C/o Wells Fargo Bank, N.A., as Trustee
Wells Fargo Bank, N.A. as Trustee on behalf of Banc of America
Alternative Loan Trust 2006-2
9062 Old Annapolis Road
Columbia, MD 21046
ATTN: Chris Regnier
TEL: 410-884-2000
FAX: 410-715-2380
CC: Eric Daouphars
9 West 57th Street
New York, NY 10019
212-583-8199
FROM: Bank of America, National Association
233 South Wacker Drive, 28th Floor
Chicago, Illinois 60606
Attention: Suzanne Buchta
DATE: 21st February 2006
Our Reference Numbers: 4481957, 4481958
Internal Tracking Numbers: 13769120, 13769115
Dear Sir/Madam,
The purpose of this letter agreement is to confirm the terms and
conditions of the transaction entered into between Banc of America Alternative
Loan Trust 2006-2 and Bank of America, N.A., a national banking association
organized under the laws of the United States of America (each a "party" and
together "the parties") on the Trade Date specified below (the "Transaction").
This letter agreement constitutes a "Confirmation" as referred to in the ISDA
Master Agreement specified in paragraph 1 below. In this Confirmation, "Party A"
means Bank of America, N.A., and "Party B" means Banc of America Alternative
Loan Trust 2006-2.
The definitions and provisions contained in the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions"), are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern.
Other capitalized terms used herein (but not otherwise defined) shall have
the meaning specified in that certain Pooling and Servicing Agreement, to be
dated February 27, 2006 (the "Pooling and Servicing Agreement"), among Banc of
America Mortgage Securities, Inc., Bank of America, National Association, as
servicer, and Wells Fargo Bank, N.A., as trustee.
1. This Confirmation evidences a complete binding agreement between the parties
as to the terms of the Transaction to which this Confirmation relates. In
addition, the parties agree that for the purposes of this Transaction, this
Confirmation will supplement, form a part of, and be subject to an agreement in
the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) as if
the parties had executed an agreement in such form (but without any Schedule
except for the elections noted below) on the Trade Date of the Transaction (such
agreement, the "Form Master Agreement"). In the event of any inconsistency
between the provisions of the Form Master Agreement and this Confirmation, this
Confirmation will prevail for the purpose of this Transaction.
Subject to Section 14 of this Agreement, each party represents to the
other party and will be deemed to represent to the other party on the date on
which it enters into this Transaction that (absent a written agreement between
the parties that expressly imposes affirmative obligations to the contrary for
that Transaction):
(a) Non-Reliance. Each party has made its own independent decisions to
enter into this Transaction and as to whether this Transaction is appropriate or
proper for it based upon its own judgment and upon advice from such advisors as
it has deemed necessary. It is not relying on any communication (written or
oral) of the other party as investment advice or as a recommendation to enter
into this Transaction; it being understood that information and explanations
related to the terms and conditions of this Transaction shall not be considered
investment advice or a recommendation to enter into this Transaction. Further,
such party has not received from the other party any assurance or guarantee as
to the expected results of this Transaction.
(b) Evaluation and Understanding. It is capable of evaluating and
understanding (on its own behalf or through independent professional advice),
and understands and accepts, the terms, conditions and risks of this
Transaction. It is also capable of assuming, and assumes, the financial and
other risks of this Transaction.
(c) Status of Parties. The other party is not acting as an agent,
fiduciary or advisor for it in respect of this Transaction.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Notional Amount: For each Calculation Period, the Notional
Amount shall equal the lesser of:
(i) the Scheduled Notional Amount for such
Calculation Period as detailed in the
Schedule of Notional Amounts attached
hereto
(ii) the Class Certificate Balance of the
Class 5-A-1 Certificates prior to
distributions on the Distribution Date
(as defined in the Pooling and
Servicing Agreement) related to the
Calculation Period. The Trustee shall
make available each month via its
website a statement containing the
Class Certificate Balance of the Class
5-A-1 Certificates for such
Calculation Period. The Trustee's
internet website shall initially be
located at xxx.xxxxxxx.xxx and
assistance in using the website can be
obtained by calling the Trustee's
investor relations desk at (301)
815-6600.
Trade Date: 17 February 2006
Effective Date: 25 February 2006
Termination Date: 25 August 2009
Fixed Amounts:
Fixed Rate Payer: Party B
Fixed Rate Payer
Payment Dates: 28 February 2006, subject to adjustment
in accordance with the Following Business
Day Convention.
Fixed Amount: USD [ ]
Floating Amounts:
Floating Rate Payer: Party A
Cap Rate I: 5.15000 per cent
Cap Rate II: 8.65000 per cent
Floating Rate Payer Payment
Dates: Early Payments shall be applicable - 2
Business Day prior to each Floating Rate
Payer Period End Date
Floating Rate Payer
Period End Dates: The 25th of each Month, commencing on 25
March 2006 and ending on the Termination
Date. No Adjustment.
Floating Amount: The product of (a) the Notional Amount
(b) the Floating Rate Day Count Fraction
and (c) the Settlement Spread which shall
be calculated in accordance with the
following formula:
If USD-LIBOR-BBA is greater than the Cap
Rate I for the applicable Calculation
Period, then Settlement Spread =
(USD-LIBOR-BBA - applicable Cap Rate I)
provided, however, that if USD-LIBOR-BBA for
any Calculation Period is greater than the
Cap Rate II then the USD-LIBOR-BBA for such
Calculation Period shall be deemed to be the
Cap Rate II.
If 1 Month USD-LIBOR-BBA is less than or
equal to the Cap Rate I for the applicable
Calculation Period, then Settlement Spread =
Zero.
Floating Rate for initial
Calculation Period: To be determined
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 1 month
Spread: None
Floating Rate Day
Count Fraction: 30/360
Reset Dates: First day of each Calculation Period.
Business Days: New York
Calculation Agent: Party A
3. Form Master Agreement.
(a) "Specified Entity" means, in relation to Party A, for the purpose of
Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not
Applicable.
(b) "Specified Entity" means, in relation to Party B, for the purpose of
Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not
Applicable.
(c) "Specified Transaction" will have the meaning specified in Section 14
of the Form Master Agreement.
(d) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of the
Form Master Agreement will not apply to Party A or to Party B.
(e) The "Automatic Early Termination" provision of Section 6(a) of the
Form Master Agreement will not apply to Party A or to Party B.
(f) The Form Master Agreement will be governed by, and construed in
accordance with, the laws of the State of New York without reference to its
conflict of laws provisions (except for Sections 5-1401 and 5-1402 of the New
York General Obligations Law).
(g) The phrase "Termination Currency" means United States Dollars.
(h) For the purpose of Section 6(e) of the Form Master Agreement, Market
Quotation and Second Method will apply.
4. Recording of Conversations.
Each party to this Transaction acknowledges and agrees to the tape (and/or
other electronic) recording of conversations between the parties to this
Transaction whether by one or other or both of the parties or their agents, and
that any such recordings may be submitted in evidence in any Proceedings
relating to the Form Master Agreement and/or this Transaction.
5. Credit Support Document.
In relation to Party A: Not Applicable.
In relation to Party B: Not Applicable.
6. Credit Support Provider.
In relation to Party A: Not Applicable.
In relation to Party B: Not Applicable.
7. Account Details.
Account for payments to Party A:
USD
NAME: BANK OF AMERICA NA
CITY: NEW YORK
ABA #: 026009593
ATTN: BOFAUS3N
NAME: BANK OF AMERICA NA
CITY: CHARLOTTE
ACCT: 6550219386
ATTN: RATE DERIVATIVE SETTLEMENTS
ATTN: BOFAUS6SGDS
Account for payments to Party B:
NAME: Wells Fargo Bank, N.A.
CITY: San Francisco, CA
ABA #: 121-000-248
ACCT: 3970771416
FOR CREDIT TO: SAS CLEARING
FFC: BOALT 2006-2 Reserve [ ]
Fund #50899501
8. Offices.
The Office of Party A for this Transaction is: Charlotte, North Carolina
Please send notices to
fax no. (+1) 866 218 8487
The Office of Party B for this Transaction is: Wells Fargo Bank, N.A. as
Trustee on behalf of Banc
of America Alternative
Loan Trust 2006-2
9062 Old Annapolis Road
Columbia, MD 21045
Attn: Corporate Trust
Services
BOALT 2006-2
9. Additional Provisions.
(a) Fully-Paid Transactions. Notwithstanding the terms of Sections 5 and 6
of the Form Master Agreement, if at any time and so long as one of the parties
to the Form Master Agreement ("X") shall have satisfied in full all its payment
and delivery obligations under Section 2(a)(i) of the Form Master Agreement and
shall at the time have no future payment or delivery obligations, whether
absolute or contingent, under such Section, then unless the other party ("Y") is
required pursuant to appropriate proceedings to return to X or otherwise returns
to X (upon demand of X, or otherwise) any portion of any such payment or
delivery: (i) the occurrence of an event described in Section 5(a)(i) of the
Form Master Agreement with respect to X shall not constitute an Event of Default
or a Potential Event of Default with respect to X as the Defaulting Party; and
(ii) Y shall be entitled to designate an Early Termination Date (a) pursuant to
Section 10 below and/or (b) pursuant to Section 6 of the Form Master Agreement
only as a result of the occurrence of a Termination Event set forth in (i)
either Section 5(b)(i) or 5(b)(ii) or 5(b)(v) of the Form Master Agreement with
respect to Y as the Affected Party or (ii) Section 5(b)(iii) of the Form Master
Agreement with respect to Y as the Burdened Party.
(b) Downgrade of Party A. If a Ratings Event (as defined below) shall
occur and be continuing with respect to Party A, then Party A shall (A) within 5
Business Days of such Ratings Event, give notice to Party B of the occurrence of
such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost)
Party A's rights and obligations hereunder to another party, subject to
satisfaction of the Rating Agency Condition (as defined below). Unless such a
transfer by Party A has occurred within 20 Business Days after the occurrence of
a Ratings Event, Party B shall demand that Party A post Eligible Collateral (as
designated in the approved Credit Support Annex), to secure Party B's exposure
or potential exposure to Party A, and such Eligible Collateral shall be provided
in accordance with a Credit Support Annex to be attached hereto and made a part
hereof within 10 Business Days of Party B's demand therefor. The Eligible
Collateral to be posted and the Credit Support Annex to be executed and
delivered shall be subject to the Rating Agency Condition. Valuation and posting
of Eligible Collateral shall be made as of each Payment Date, unless Party A or
Bank of America Corporation are no longer reporting financial information
publicly, then such valuation and posting must occur weekly. Notwithstanding the
addition of the Credit Support Annex and the posting of Eligible Collateral,
Party A shall continue to use reasonable efforts to transfer its rights and
obligations hereunder to an acceptable third party; provided, however, that
Party A's obligations to find a transferee and to post Eligible Collateral under
such Credit Support Annex shall remain in effect only for so long as a Ratings
Event is continuing with respect to Party A. For the purpose hereof, a "Ratings
Event" shall occur with respect to Party A if the long-term and short-term
senior unsecured deposit ratings of Party A cease to be at least AA- and A-1 by
Standard & Poor's Ratings Service ("S&P") and at least Aa3 and P-1 by Moody's
Investors Service, Inc. ("Moody's") and at least AA- and F1 by Fitch Ratings
("Fitch"), to the extent such obligations are rated by S&P, Moody's and Fitch.
"Rating Agency Condition" means, with respect to any action taken or to be
taken, a condition that is satisfied when S&P, Moody's and Fitch have confirmed
that such action would not result in the downgrade, qualification (if
applicable) or withdrawal of the rating then assigned by such Rating Agency to
the applicable class of Certificates. The failure by Party A to post Eligible
Collateral in accordance herewith or to transfer its rights and obligations
hereunder shall constitute an Additional Termination Event for which Party A
shall be the sole Affected Party.
10. Additional Termination Event.
It shall be an Additional Termination Event if any amendment and/or
supplement to any document that pertains to the Form Master Agreement and/or
this Transaction is made without the prior written consent of Party A (such
consent not to be unreasonably withheld), if such amendment and/or supplement
would: (i) adversely affect any of Party A's rights or obligations hereunder
and/or under the Form Master Agreement; or (ii) modify the obligations of, or
impair the ability of, Party B to fully perform any of Party B's obligations
hereunder and/or under the Form Master Agreement. In connection with such
Additional Termination Event, Party B shall be the sole Affected Party.
11. Waiver of Right to Trial by Jury.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY
WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
TRANSACTION.
12. Eligible Contract Participant.
Each party represents to the other party that it is an "eligible contract
participant" as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as
amended.
13. Notice by Facsimile Transmission.
Section 12(a) of the Form Master Agreement is hereby amended by deleting
the parenthetical "(except that a notice or other communication under Section 5
or 6 may not be given by facsimile transmission or electronic messaging
system)."
14. Representations.
Xxxxx Fargo Bank, N.A., acting on behalf of Party B, as trustee,
represents that: (a) it is duly organized and validly existing as a national
banking association under the laws of the jurisdiction of its
organization/formation; (b) it has been directed pursuant to the Pooling
Agreement to enter into this Transaction (including the Form Master Agreement)
and to perform its obligations hereunder (and thereunder); (c) the Transaction
and the performance of its obligations hereunder (and under the Form Master
Agreement) do not violate any material obligation of such Party; (d) each of the
Pooling and Servicing Agreement and the other transaction documents related
thereto (the "Transaction Documents") to which it is a party has been duly
authorized, executed and delivered by it; (e) assuming the due authorization,
execution and delivery thereof by the other parties thereto, each of the Pooling
and Servicing Agreement and the other Transaction Documents to which it is a
party constitutes the legal, valid and binding obligations of it, enforceable
against it in accordance with the terms thereof, subject to applicable
bankruptcy, insolvency and similar laws or legal principles affecting creditors'
rights generally; (f) the Pooling and Servicing Agreement and the other
Transaction Documents to which Party B is a party are in full force and effect
on the date hereof and there have been no amendments or waivers or modifications
of any of the terms thereof since the original execution and delivery of the
Pooling and Servicing Agreement and the other Transaction Documents to which
Party B is a party, except such as may have been delivered to Party A and to
Party B; (g) to its knowledge, no event of default (or event which would, with
the passage of time or the giving of notice, or both, constitute an event of
default) has occurred under any of the Transaction Documents to which Party B is
a party; and (h) the person executing this Confirmation is duly authorized to
execute and deliver it on behalf of Party B.
15. Multibranch Party.
For purpose of Section 10(c) of the Form Master Agreement: (a) Party A is
a Multibranch Party, and may act through its Charlotte, North Carolina, Chicago,
Illinois, San Francisco, California, New York, New York, Boston, Massachusetts
or London, England Office or such other Office as may be agreed to by the
parties in connection with a Transaction; and (b) Party B is not a Multibranch
Party.
16. Other Provisions.
(a) Addresses for notices. As set forth on page 1 hereof and, with respect
to Party A, the fax no. set forth on the signature page to this letter
agreement.
(b) For the purpose of Section 13(c) of the Form Master Agreement: (i)
Party A appoints as its Process Agent, not applicable; and (ii) Party B appoints
as its Process Agent, not applicable.
(c) Section 12(a)(ii) of the Form Master Agreement is deleted in its
entirety.
(d) Party A may assign its rights and obligations hereunder to any entity
so long as the Rating Agency Confirmation is satisfied.
(e) USA PATRIOT Act Notice. Party A hereby notifies Party B that pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the "Act"), it is required to obtain, verify and
record information that identifies Party B, which information includes the name
and address of Party B and other information that will allow Party A to identify
Party B in accordance with the Act.
(f) It is expressly understood and agreed by the parties hereto that
insofar as this Confirmation is executed by the Trustee (i) this Confirmation is
executed and delivered by Xxxxx Fargo Bank, N.A., not in its individual capacity
but solely as Trustee under the Pooling and Servicing Agreement in the exercise
of the powers and authority conferred and vested in it thereunder, (ii) each of
the representations, undertakings and agreements herein made on behalf of the
trust formed under the Pooling and Servicing Agreement is made and intended not
as personal representations, undertakings and agreements of the Trustee but is
made and intended solely for the purpose of binding only Banc of America
Alternative Loan Trust 2006-2, and (iii) under no circumstances shall Xxxxx
Fargo Bank, N.A., in its individual capacity be personally liable for the
payment of any indebtedness or expenses or be personally liable for the breach
or failure of any obligation, representation, warranty or covenant made or
undertaken by it on behalf of Banc of America Alternative Loan Trust 2006-2
under this Confirmation. Notwithstanding the foregoing (or anything to the
contrary herein), Xxxxx Fargo Bank, N.A. shall be liable for its own fraud,
negligence, willful misconduct and/or bad faith.
(g) The Events of Default specified under Sections 5(a)(ii) - 5(a)(vi) of
the Form Master Agreement will not apply to either Party A or Party B.
(h) With respect to Party B only, the provisions of Section 5(a)(vii)
clause 2 of the Form Master Agreement will not be applicable as an Event of
Default.
(i) Without affecting the provisions of the Form Master Agreement
requiring the calculation of certain net payment amounts, as a result of an
Event of Default or Additional Termination Event or otherwise, all payments
under the Form Master Agreement will be made without setoff.
(j) Party A agrees that it will not, prior to the date that is one year
and one day from the Trade Date, acquiesce in, petition or otherwise invoke or
cause Party B to invoke the process of any court or governmental authority for
the purpose of commencing or sustaining a case against Party B under any federal
or state bankruptcy, insolvency or similar law or for the purpose of appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official for Party B or any substantial part of the property of Party B,
or for the purpose of ordering the winding up or liquidation of the affairs of
Party B. Nothing herein (nor in the Form Master Agreement) shall prevent Party A
from participating in any such proceeding once commenced.
(k) Section 9(b) of the Form Master Agreement is hereby amended by adding
the following at the end of such Section: ", and unless the Rating Agency
Condition is satisfied, unless such amendment clarifies any term or provision,
corrects any inconsistency, cures any ambiguity, or corrects any typographical
error."
(l) Before any amendment and/or supplement is made to any document that
pertains to the Form Master Agreement and/or any Transaction thereunder, Party B
must first obtain the prior written consent of Party A (such consent not to be
unreasonably withheld) if such amendment and/or supplement would: (a) adversely
affect any of Party A's rights or obligations under the Form Master Agreement;
or (b) modify the obligations of, or impact the ability of, Party B to fully
perform any of Party B's obligations under the Form Master Agreement.
17. Compliance with Regulation AB. In connection with the Pooling and Servicing
Agreement, the Sponsor has advised Party B that this Confirmation is a
derivative instrument as described in Item 1115 of Regulation AB under the
Securities Act of 1933 and the Securities Exchange Act of 1934, as amended
("Regulation AB"), and not a credit support contract described in Item 1114 of
Regulation AB.
(a) In accordance with Regulation AB, Party A represents that: (i) the
name of the derivative counterparty is Bank of America, N.A.; (ii) the
organizational form of the derivative counterparty is a national banking
association organized under the laws of the United States; and (iii) the general
character of the business of the derivative counterparty is to be engaged in a
general consumer banking, commercial banking and trust business, offering a wide
range of commercial, corporate, international, financial market, retail and
fiduciary banking services.
(b) Party A has been advised that Party B (and/or certain affiliates of
Party B) is required under Regulation AB to disclose certain financial
information regarding Party A depending on the applicable "significance
percentage" of this Confirmation, as calculated from time to time in accordance
with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing
Agreement). Party A has been advised by the Sponsor (as defined in the Pooling
and Servicing Agreement) that the applicable "significance percentage" of this
Confirmation is less than 10%, and accordingly, no financial information
regarding Party A need be disclosed at this time in accordance with Item 1115 of
Regulation AB.
(c) If required, Party A shall provide to Party B the applicable financial
information described under Item 1115(b)(1) or (b)(2), as applicable, of
Regulation AB (the "Reg AB Information") within five (5) Local Business Days of
receipt of a written request for such Reg AB Information by Party B (the
"Response Period"), so long as the Sponsor has advised Party B in good faith,
that such information is required under Regulation AB; provided, however, that
if Party A, in good faith, determines that it is unable to provide the Reg AB
Information within the Response Period, then, subject to the Rating Agency
Condition, Party A shall use reasonable efforts to cause a Reg AB Approved
Entity (as defined below) to replace Party A as party to this Confirmation on
terms substantially similar to this Confirmation prior to the expiration of the
Response Period.
(d) "Reg AB Approved Entity" means any entity that (i) has the ability to
provide the Reg AB Information and (ii) meets or exceeds the Approved Rating
Thresholds (as defined below). If Party B requests (in writing) the Reg AB
Information from Party A, then Party B shall promptly (and in any event within
two (2) Local Business Days of the date of the request for the Reg AB
Information) provide Party A with a written explanation of how the significance
percentage was calculated.
(e) "Approved Rating Thresholds" means a long-term and short-term senior
unsecured deposit rating of at least A and A-1 by S&P, A1 and P-1 by Xxxxx'x or
A and F1 by Fitch, to the extent such obligations are rated by S&P, Xxxxx'x and
Fitch.
Please confirm that the foregoing correctly sets forth the terms and conditions
of our agreement by returning within three (3) Business Days via telecopier an
executed copy of this Confirmation to the attention of Global FX and Derivative
Operations (fax no.(x0) 000 000 0000). Failure to respond within such period
shall not affect the validity or enforceability of this Transaction, and shall
be deemed to be an affirmation of the terms and conditions contained herein,
absent manifest error.
Yours sincerely,
Bank of America, N.A.
By:
-----------------------------------------
Name:
Title:
Confirmed as of the date above:
Banc of America Alternative Loan Trust 2006-2
By: Xxxxx Fargo Bank, N.A. not in its individual capacity, but solely as
Trustee on behalf of Banc of America Alternative Loan Trust 2006-2
By:
-----------------------------------------
Name:
Title:
SCHEDULE A
Our Reference Numbers: 4481957, 4481958
Notional Amount Start
(USD) Date End Date
17,627,000.00 2/25/2006 3/25/2006
17,457,077.00 3/25/2006 4/25/2006
17,241,980.00 4/25/2006 5/25/2006
16,982,282.00 5/25/2006 6/25/2006
16,678,639.00 6/25/2006 7/25/2006
16,331,790.00 7/25/2006 8/25/2006
15,942,554.00 8/25/2006 9/25/2006
15,511,832.00 9/25/2006 10/25/2006
15,040,602.00 10/25/2006 11/25/2006
14,529,918.00 11/25/2006 12/25/2006
13,980,909.00 12/25/2006 1/25/2007
13,400,823.00 1/25/2007 2/25/2007
12,827,649.00 2/25/2007 3/25/2007
12,264,804.00 3/25/2007 4/25/2007
11,712,165.00 4/25/2007 5/25/2007
11,169,612.00 5/25/2007 6/25/2007
10,637,028.00 6/25/2007 7/25/2007
10,114,295.00 7/25/2007 8/25/2007
9,601,297.00 8/25/2007 9/25/2007
9,097,920.00 9/25/2007 10/25/2007
8,604,051.00 10/25/2007 11/25/2007
8,119,578.00 11/25/2007 12/25/2007
7,644,390.00 12/25/2007 1/25/2008
7,178,379.00 1/25/2008 2/25/2008
6,721,436.00 2/25/2008 3/25/2008
6,273,456.00 3/25/2008 4/25/2008
5,834,331.00 4/25/2008 5/25/2008
5,403,960.00 5/25/2008 6/25/2008
4,982,238.00 6/25/2008 7/25/2008
4,569,064.00 7/25/2008 8/25/2008
4,164,336.00 8/25/2008 9/25/2008
3,767,957.00 9/25/2008 10/25/2008
3,379,828.00 10/25/2008 11/25/2008
2,999,851.00 11/25/2008 12/25/2008
2,627,931.00 12/25/2008 1/25/2009
2,263,973.00 1/25/2009 2/25/2009
1,907,884.00 2/25/2009 3/25/2009
1,559,570.00 3/25/2009 4/25/2009
1,218,940.00 4/25/2009 5/25/2009
885,904.00 5/25/2009 6/25/2009
560,372.00 6/25/2009 7/25/2009
242,256.00 7/25/2009 8/25/2009
