IMPAC SECURED ASSETS CORP., Depositor, IMPAC FUNDING CORPORATION Master Servicer, and DEUTSCHE BANK NATIONAL TRUST COMPANY Trustee POOLING AND SERVICING AGREEMENT Dated as of December 1, 2006 Mortgage Pass-Through Certificates Series 2006-5
IMPAC
SECURED ASSETS CORP.,
Depositor,
IMPAC
FUNDING CORPORATION
Master
Servicer,
and
DEUTSCHE
BANK NATIONAL TRUST COMPANY
Trustee
Dated
as
of December 1, 2006
________________________
Mortgage
Pass-Through Certificates
Series
2006-5
TABLE
OF
CONTENTS
Page
ARTICLE
I
DEFINITIONS
|
16
|
|
Section
1.01.
|
Defined
Terms.
|
16
|
Accrual
Period
|
16
|
Adjustment
Date
|
16
|
Advance
|
16
|
Affected
Party
|
16
|
Affiliate
|
16
|
Aggregate
Stated Principal Balance
|
16
|
Agreement
|
16
|
Allocated
Realized Loss Amount
|
16
|
Assessment
of Compliance
|
17
|
Assignment
|
17
|
Attestation
Report
|
17
|
Available
Distribution Amount
|
17
|
Bankruptcy
Code
|
17
|
Basic
Principal Distribution Amount
|
17
|
Book-Entry
Certificate
|
17
|
Business
Day
|
17
|
Cap
Contracts
|
17
|
Cap
Counterparties
|
18
|
Cash
Liquidation
|
18
|
Certificate
|
18
|
Certificate
Account
|
18
|
Certificate
Account Deposit Date
|
18
|
Certificateholder
|
18
|
Certificate
Guaranty Insurance Policy
|
18
|
Certificate
Insurer
|
18
|
Certificate
Margin
|
18
|
Certificate
Owner
|
19
|
Certificate
Principal Balance
|
19
|
Certificate
Register
|
19
|
Class
|
19
|
Class
1-A Certificates
|
20
|
Class
1-A Principal Distribution Amount
|
20
|
Class
1-A1 Certificates
|
20
|
Class
1-C Distribution Amount
|
20
|
Class
1-IO Interest
|
20
|
Class
1-M Certificates
|
20
|
Class
2-A Principal Distribution Amount
|
20
|
Class
2-C Distribution Amount
|
20
|
Class
2-IO Interest
|
21
|
Class
A Certificates
|
21
|
Class
C Certificates
|
21
|
Class
IO Interests
|
21
|
Class
IO Distribution Amount
|
21
|
Class
P Certificates
|
21
|
Class
R Certificate
|
21
|
Class
R-1 Interest
|
21
|
Class
R-2 Interest
|
21
|
Class
R-3 Interest
|
21
|
Class
R-4 Interest
|
21
|
Closing
Date
|
21
|
Code
|
21
|
Collateral
Account One
|
21
|
Collateral
Account Two
|
21
|
Collateral
Account Three
|
21
|
Collateral
Account Four
|
21
|
Collateral
Value
|
21
|
Commission
|
22
|
Compensating
Interest
|
22
|
Countrywide
|
22
|
Corporate
Trust Office
|
22
|
Corresponding
Certificate
|
22
|
Credit
Enhancement Percentage
|
22
|
Credit
Support Annex One
|
22
|
Credit
Support Annex Two
|
22
|
Credit
Support Annex Three
|
22
|
Credit
Support Annex Four
|
23
|
Cross
Collateralized Loss Payments
|
23
|
Crossable
Excess
|
23
|
Crossable
Losses
|
23
|
Current
Report
|
23
|
Curtailment
|
23
|
Custodial
Account
|
23
|
Custodian
|
23
|
Custodian
One
|
23
|
Custodian
Two
|
23
|
Custodian
Three
|
23
|
Custodian
Four
|
23
|
Cut-off
Date
|
23
|
Cut-off
Date Balance
|
23
|
Debt
Service Coverage Ratio
|
24
|
Defaulted
Mortgage Loan
|
24
|
Defaulting
Party
|
24
|
Deficiency
Amount
|
24
|
Deficient
Valuation
|
24
|
Definitive
Certificate
|
24
|
ii
Deleted
Mortgage Loan
|
24
|
Depositor
|
24
|
Depository
|
24
|
Depository
Participant
|
24
|
Derivative
Account
|
25
|
Determination
Date
|
25
|
Disqualified
Organization
|
25
|
Distribution
Date
|
25
|
Distribution
Report
|
25
|
Due
Date
|
25
|
Due
Period
|
25
|
Eligible
Account
|
25
|
Estimated
Swap Termination Payment
|
26
|
Event
of Default
|
26
|
Excess
Proceeds
|
26
|
Excess
Servicing Strip
|
26
|
Exchange
Act
|
26
|
Extra
Principal Distribution Amount
|
26
|
Xxxxxx
Xxx
|
26
|
FDIC
|
26
|
Final
Scheduled Distribution Date
|
27
|
Xxxxxxx
Mac
|
27
|
GMAC
|
27
|
Gross
Margin
|
27
|
Group
1 Cap Contracts
|
27
|
Group
1 Cap Counterparties
|
27
|
Group
1 Certificates
|
27
|
Group
1 Class IO Distribution Amount
|
27
|
Group
1 Cut-off Date Balance
|
27
|
Group
1 Derivative Account
|
27
|
Group
1 Derivative Contract
|
27
|
Group
1 Derivative Termination Payment
|
27
|
Group
1 Estimated Swap Termination Payment
|
27
|
Group
1 Interest Rate Swap Agreement
|
27
|
Group
1 Loans
|
28
|
Group
1 Marker Rate
|
28
|
Group
1 Maximum Uncertificated Accrued Interest Deferral Amount
|
28
|
Group
1 Net Mortgage Rate
|
28
|
Group
1 Net Swap Payment
|
28
|
Group
1 Net WAC Rate
|
29
|
Group
1 Net WAC Shortfall Reserve Fund
|
29
|
Group
1 Net WAC Shortfall Reserve Fund Deposit
|
29
|
Group
1 Optional Termination
|
29
|
Group
1 Overcollateralization Deficiency Amount
|
29
|
Group
1 Overcollateralization Floor
|
29
|
Group
1 Overcollateralization Release Amount
|
30
|
iii
Group
1 Overcollateralization Target Amount
|
30
|
Group
1 Overcollateralized Amount
|
30
|
Group
1 Schedule
|
30
|
Group
1 Stepdown Date
|
30
|
Group
1 Step-Up Date
|
30
|
Group
1 Subordinate Class Principal Distribution Amount
|
30
|
Group
1 Supplemental Interest Trust
|
31
|
Group
1 Supplemental Interest Trust Trustee
|
31
|
Group
1 Swap Optional Termination Payment
|
31
|
Group
1 Swap Provider
|
31
|
Group
1 Trigger Event
|
31
|
Group
2 Cap Contracts
|
32
|
Group
2 Cap Counterparties
|
32
|
Group
2 Class IO Distribution Amount
|
32
|
Group
2 Cut-off Date Balance
|
32
|
Group
2 Derivative Account
|
32
|
Group
2 Derivative Contract
|
32
|
Group
2 Derivative Termination Payment
|
33
|
Group
2 Estimated Swap Termination Payment
|
33
|
Group
2 Marker Rate
|
33
|
Group
2 Maximum Uncertificated Accrued Interest Deferral Amount
|
33
|
Group
2 Interest Rate Swap Agreement
|
33
|
Group
2 Loans
|
33
|
Group
2 Net Mortgage Rate
|
34
|
Group
2 Net Swap Payment
|
34
|
Group
2 Net WAC Rate
|
34
|
Group
2 Net WAC Shortfall Reserve Fund
|
34
|
Group
2 Net WAC Shortfall Reserve Fund Deposit
|
34
|
Group
2 Optional Termination
|
34
|
Group
2 Overcollateralization Deficiency Amount
|
35
|
Group
2 Overcollateralization Floor
|
35
|
Group
2 Overcollateralization Release Amount
|
35
|
Group
2 Overcollateralization Target Amount
|
35
|
Group
2 Overcollateralized Amount
|
35
|
Group
2 Schedule
|
35
|
Group
2 Stepdown Date
|
35
|
Group
2 Step-Up Date
|
35
|
Group
2 Supplemental Interest Trust
|
36
|
Group
2 Supplemental Interest Trust Trustee
|
36
|
Group
2 Swap Optional Termination Payment
|
36
|
Group
2 Swap Provider
|
36
|
Group
2 Trigger Event
|
36
|
Index
|
37
|
Initial
Certificate Principal Balance
|
37
|
Initial
Notional Amount
|
37
|
Insurance
Account
|
37
|
iv
Insurance
Agreement
|
37
|
Insurance
Policy
|
37
|
Insurance
Proceeds
|
37
|
Insured
Amounts
|
37
|
Insurer
Default
|
37
|
Interest
Remittance Amount
|
37
|
Interest
Rate Swap Agreement
|
37
|
Late
Collections
|
37
|
LIBOR
|
38
|
LIBOR
Business Day
|
38
|
LIBOR
Rate Adjustment Date
|
38
|
Liquidated
Mortgage Loan
|
38
|
Liquidation
Proceeds
|
38
|
Loan-to-Value
Ratio
|
38
|
Loan
Group
|
38
|
Loan
Group 1
|
38
|
Loan
Group 2
|
38
|
Lost
Note Affidavit
|
38
|
Majority
Class C Certificateholder
|
38
|
Master
Servicer
|
38
|
Master
Servicer Prepayment Charge Payment Amount
|
39
|
Master
Servicing Fees
|
39
|
Master
Servicing Fee Rate
|
39
|
MERS
|
39
|
MERS®
System
|
39
|
Midland
|
39
|
MIN
|
39
|
MOM
Loan
|
39
|
Monthly
Interest Distributable Amount
|
39
|
Monthly
Payment
|
39
|
Xxxxx'x
|
40
|
Mortgage
|
40
|
Mortgage
File
|
40
|
Mortgage
Loan
|
40
|
Mortgage
Loan Purchase Agreement
|
40
|
Mortgage
Loan Schedule
|
40
|
Mortgage
Note
|
41
|
Mortgage
Rate
|
41
|
Mortgaged
Property
|
41
|
Mortgagor
|
41
|
Net
Liquidation Proceeds
|
42
|
Net
Monthly Excess Cashflow
|
42
|
Net
Mortgage Rate
|
42
|
Net
Prepayment Interest Shortfall
|
42
|
Net
Swap Payment
|
42
|
Net
WAC Rate
|
42
|
v
Net
WAC Shortfall Amount
|
42
|
Net
WAC Shortfall Reserve Fund
|
42
|
Nonrecoverable
Advance
|
42
|
Non-United
States Person
|
43
|
Notional
Balance
|
43
|
Officers’
Certificate
|
43
|
Offered
Certificates
|
43
|
One
Month LIBOR
|
43
|
Opinion
of Counsel
|
43
|
Optional
Termination
|
43
|
Optional
Termination Date
|
43
|
OTS
|
43
|
Outstanding
Mortgage Loan
|
43
|
Overcollateralization
Deficiency Xxxxxx
|
00
|
Xxxxxxxxxxxxxxxxxxxxx
Xxxxx
|
44
|
Overcollateralization
Release Amount
|
44
|
Overcollateralization
Target Amount
|
44
|
Overcollateralized
Amount
|
44
|
Ownership
Interest
|
44
|
Pass-Through
Rate
|
44
|
Percentage
Interest
|
45
|
Permitted
Investment
|
45
|
Permitted
Transferee
|
46
|
Person
|
46
|
PMI
Insurer
|
46
|
PMI
Insurer Policy
|
46
|
PMI
Mortgage Loan
|
46
|
PMI
Insurer Fee Rate
|
46
|
Policy
Premium
|
47
|
Policy
Premium Rate
|
47
|
Preference
Amount
|
47
|
Prepayment
Assumption
|
47
|
Prepayment
Charge
|
47
|
Prepayment
Interest Excess
|
47
|
Prepayment
Interest Shortfall
|
47
|
Prepayment
Period
|
47
|
Primary
Hazard Insurance Policy
|
47
|
Primary
Insurance Policy
|
47
|
Principal
Distribution Amount
|
48
|
Principal
Prepayment
|
48
|
Principal
Prepayment in Full
|
48
|
Principal
Remittance Amount
|
48
|
Prospectus
Supplement
|
48
|
Purchase
Price
|
48
|
Qualified
Insurer
|
49
|
Qualified
Substitute Mortgage Loan
|
49
|
vi
Rating
Agency
|
49
|
Realized
Loss
|
49
|
Record
Date
|
50
|
Regular
Certificate
|
50
|
Regulation
AB
|
50
|
Relief
Act
|
50
|
Relief
Act Interest Shortfall
|
50
|
REMIC
|
50
|
REMIC
1
|
50
|
REMIC
1 Regular Interest
|
51
|
REMIC
2
|
51
|
REMIC
2 Regular Interest
|
51
|
REMIC
3
|
51
|
REMIC
3 Group 1 Interest Loss Allocation Amount
|
52
|
REMIC
3 Group 1 Overcollateralized Amount
|
52
|
REMIC
3 Group 1 Principal Loss Allocation Amount
|
52
|
REMIC
3 Group 1 Overcollateralization Target Amount
|
52
|
REMIC
3 Group 1 Regular Interest
|
52
|
REMIC
3 Group 2 Interest Loss Allocation Amount
|
52
|
REMIC
3 Group 2 Overcollateralized Amount
|
52
|
REMIC
3 Group 2 Principal Loss Allocation Amount
|
53
|
REMIC
3 Group 2 Overcollateralization Target Amount
|
53
|
REMIC
3 Group 2 Regular Interest
|
53
|
REMIC
3 Regular Interest
|
53
|
REMIC
4
|
53
|
REMIC
4 Regular Interest
|
53
|
REMIC
Provisions
|
53
|
REMIC
Regular Interest
|
53
|
Remittance
Report
|
53
|
REO
Acquisition
|
54
|
REO
Disposition
|
54
|
REO
Imputed Interest
|
54
|
REO
Proceeds
|
54
|
REO
Property
|
54
|
Request
for Release
|
54
|
Residual
Certificate
|
54
|
Residual
Interest
|
54
|
Responsible
Officer
|
54
|
Servicing
Account
|
54
|
Servicing
Advances
|
54
|
Servicing
Criteria
|
55
|
Servicing
Guide
|
55
|
Servicing
Officer
|
55
|
Single
Certificate
|
55
|
Specially
Serviced Multifamily Loan
|
55
|
Sponsor
|
55
|
vii
Standard
& Poor's
|
55
|
Startup
Day
|
55
|
Stated
Principal Balance
|
55
|
Step-Up
Date
|
56
|
Stepdown
Date
|
56
|
Stepdown
Target Subordination Percentage
|
56
|
Subordinate
Certificates
|
56
|
Subsequent
Recoveries
|
56
|
Sub-Servicer
|
56
|
Sub-Servicer
Remittance Date
|
56
|
Sub-Servicing
Account
|
57
|
Sub-Servicing
Agreement
|
57
|
Sub-Servicing
Fees
|
57
|
Sub-Servicing
Fee Rate
|
57
|
Substitution
Adjustment
|
57
|
Supplemental
Interest Trust
|
57
|
Supplemental
Interest Trust Trustee
|
57
|
Swap
LIBOR
|
57
|
Swap
Optional Termination Payment
|
57
|
Swap
Provider
|
57
|
Swap
Provider Trigger Event
|
57
|
Swap
Termination Payment
|
57
|
Tax
Matters Person
|
58
|
Tax
Returns
|
58
|
Transfer
|
58
|
Transferor
|
58
|
Trust
Fund
|
58
|
Trustee
|
58
|
Uncertificated
Accrued Interest
|
58
|
Uncertificated
Notional Balance
|
58
|
Uncertificated
Pass-Through Rate
|
63
|
Uncertificated
Principal Balance
|
63
|
Uncertificated
REMIC 1 Pass-Through Rate
|
63
|
Uncertificated
REMIC 2 Pass-Through Rate
|
63
|
Uncertificated
REMIC 3 Pass-Through Rate
|
00
|
Xxxxxxxxx
Xxxxx
|
00
|
Xxxxxx
Xxxxxx Person
|
74
|
Unpaid
Interest Shortfall Amount
|
75
|
Voting
Rights
|
75
|
Section
1.02.
|
Determination
of LIBOR.
|
75
|
Section
1.03.
|
Allocation
of Certain Interest Shortfalls.
|
76
|
ARTICLE
II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
|
78
|
|
Section
2.01.
|
Conveyance
of Mortgage Loans.
|
78
|
viii
Section
2.02.
|
Acceptance
of the Trust Fund by the Trustee.
|
82
|
Section
2.03.
|
Representations,
Warranties and Covenants of the Master Servicer and the
Depositor.
|
83
|
Section
2.04.
|
Representations
and Warranties of the Sponsor.
|
85
|
Section
2.05.
|
Issuance
of Certificates; Conveyance of REMIC 1 Regular Interests, Class C
Interest, Class P Interest and Acceptance of REMIC 2, REMIC 3 and
REMIC 4
by the Trustee.
|
87
|
Section
2.06.
|
Purposes
and Powers of the Trust.
|
88
|
ARTICLE
III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
|
90
|
|
Section
3.01.
|
Master
Servicer to Act as Master Servicer.
|
90
|
Section
3.02.
|
Sub-Servicing
Agreements Between Master Servicer and Sub-Servicers.
|
92
|
Section
3.03.
|
Successor
Sub-Servicers.
|
93
|
Section
3.04.
|
Liability
of the Master Servicer.
|
93
|
Section
3.05.
|
No
Contractual Relationship Between Sub-Servicers and Trustee or
Certificateholders.
|
93
|
Section
3.06.
|
Assumption
or Termination of Sub-Servicing Agreements by Trustee.
|
94
|
Section
3.07.
|
Collection
of Certain Mortgage Loan Payments.
|
94
|
Section
3.08.
|
Sub-Servicing
Accounts.
|
95
|
Section
3.09.
|
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
96
|
Section
3.10.
|
Custodial
Account.
|
96
|
Section
3.11.
|
Permitted
Withdrawals From the Custodial Account.
|
97
|
Section
3.12.
|
Permitted
Investments.
|
98
|
Section
3.13.
|
Maintenance
of Primary Hazard Insurance.
|
99
|
Section
3.14.
|
Enforcement
of Due-on-Sale Clauses; Assumption Agreements.
|
101
|
Section
3.15.
|
Realization
Upon Defaulted Mortgage Loans.
|
102
|
Section
3.16.
|
Trustee
to Cooperate; Release of Mortgage Files.
|
103
|
Section
3.17.
|
Servicing
Compensation.
|
105
|
Section
3.18.
|
Maintenance
of Certain Servicing Policies.
|
106
|
Section
3.19.
|
Annual
Statement as to Compliance.
|
106
|
Section
3.20.
|
Assessments
of Compliance and Attestation Reports.
|
107
|
Section
3.21.
|
Access
to Certain Documentation.
|
108
|
Section
3.22.
|
Title,
Conservation and Disposition of REO Property.
|
108
|
Section
3.23.
|
Additional
Obligations of the Master Servicer.
|
111
|
Section
3.24.
|
Additional
Obligations of the Depositor.
|
111
|
Section
3.25.
|
Exchange
Act Reporting.
|
111
|
Section
3.26.
|
Intention
of the Parties and Interpretation.
|
114
|
Section
3.27.
|
Optional
Purchase of Certain Mortgage Loans.
|
115
|
ARTICLE
IV
PAYMENTS TO CERTIFICATEHOLDERS
|
116
|
|
Section
4.01.
|
Distributions.
|
116
|
Section
4.02.
|
Statements
to Certificateholders.
|
125
|
ix
Section
4.03.
|
Remittance
Reports; Advances by the Master Servicer.
|
129
|
Section
4.04.
|
Distributions
on the REMIC Regular Interests.
|
130
|
Section
4.05.
|
Allocation
of Realized Losses.
|
135
|
Section
4.06.
|
Information
Reports to Be Filed by the Master Servicer.
|
138
|
Section
4.07.
|
Compliance
with Withholding Requirements.
|
138
|
Section
4.08.
|
Group
1 Net WAC Shortfall Reserve Fund.
|
138
|
Section
4.09.
|
Group
2 Net WAC Shortfall Reserve Fund.
|
139
|
Section
4.10.
|
Group
1 Supplemental Interest Trust.
|
140
|
Section
4.11.
|
Group
2 Supplemental Interest Trust.
|
143
|
Section
4.12.
|
Tax
Treatment of Class IO Distribution Amounts in the Event of
Resecuritization of Class 1-A, Class 2-A, Class 1-M or Class 1-B
Certificates.
|
146
|
Section
4.13.
|
The
Certificate Guaranty Insurance Policy
|
147
|
Section
4.14.
|
Collateral
Accounts
|
149
|
ARTICLE
V
THE CERTIFICATES
|
153
|
|
Section
5.01.
|
The
Certificates.
|
153
|
Section
5.02.
|
Registration
of Transfer and Exchange of Certificates.
|
154
|
Section
5.03.
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
160
|
Section
5.04.
|
Persons
Deemed Owners.
|
160
|
Section
5.05.
|
Rule
144A Information.
|
161
|
ARTICLE
VI
THE Depositor AND THE MASTER SERVICER
|
162
|
|
Section
6.01.
|
Liability
of the Depositor and the Master Servicer.
|
162
|
Section
6.02.
|
Merger,
Consolidation or Conversion of the Depositor or the Master
Servicer.
|
162
|
Section
6.03.
|
Limitation
on Liability of the Depositor, the Master Servicer and
Others.
|
162
|
Section
6.04.
|
Limitation
on Resignation of the Master Servicer.
|
163
|
Section
6.05.
|
Sale
and Assignment of Master Servicing.
|
164
|
ARTICLE
VII
DEFAULT
|
165
|
|
Section
7.01.
|
Events
of Default.
|
165
|
Section
7.02.
|
Trustee
to Act; Appointment of Successor.
|
167
|
Section
7.03.
|
Notification
to Certificateholders.
|
168
|
Section
7.04.
|
Waiver
of Events of Default.
|
168
|
Section
7.05.
|
List
of Certificateholders.
|
169
|
ARTICLE
VIII
CONCERNING THE TRUSTEE
|
170
|
|
Section
8.01.
|
Duties
of Trustee.
|
170
|
x
Section
8.02.
|
Certain
Matters Affecting the Trustee.
|
171
|
Section
8.03.
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
173
|
Section
8.04.
|
Trustee
May Own Certificates.
|
173
|
Section
8.05.
|
Trustee’s
Fees.
|
173
|
Section
8.06.
|
Eligibility
Requirements for Trustee.
|
174
|
Section
8.07.
|
Resignation
and Removal of the Trustee.
|
174
|
Section
8.08.
|
Successor
Trustee.
|
175
|
Section
8.09.
|
Merger
or Consolidation of Trustee.
|
176
|
Section
8.10.
|
Appointment
of Co-Trustee or Separate Trustee.
|
176
|
ARTICLE
IX
TERMINATION
|
178
|
|
Section
9.01.
|
Termination
Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase
of
Certificates.
|
178
|
Section
9.02.
|
Termination
of REMIC 4 and Retirement of Class R Certificates.
|
185
|
Section
9.03.
|
Additional
Termination Requirements.
|
185
|
ARTICLE
X
REMIC PROVISIONS
|
187
|
|
Section
10.01.
|
REMIC
Administration.
|
187
|
Section
10.02.
|
Prohibited
Transactions and Activities.
|
190
|
Section
10.03.
|
Master
Servicer and Trustee Indemnification.
|
190
|
ARTICLE
XI
MISCELLANEOUS PROVISIONS
|
191
|
|
Section
11.01.
|
Amendment.
|
191
|
Section
11.02.
|
Recordation
of Agreement; Counterparts.
|
192
|
Section
11.03.
|
Limitation
on Rights of Certificateholders.
|
193
|
Section
11.04.
|
Governing
Law.
|
194
|
Section
11.05.
|
Notices.
|
194
|
Section
11.06.
|
Severability
of Provisions.
|
194
|
Section
11.07.
|
Successors
and Assigns.
|
194
|
Section
11.08.
|
Article
and Section Headings.
|
195
|
Section
11.09.
|
Notice
to Rating Agencies.
|
195
|
Section
11.10.
|
Rights
of the Certificate Insurer.
|
195
|
Section
11.11.
|
Control
by the Certificate Insurer.
|
196
|
Section
11.12.
|
Third
Party Rights.
|
197
|
Signatures
Acknowledgments
Exhibit
A
|
Form
of Class A Certificate
|
Exhibit
B-1
|
Form
of Class [M][B] Certificate
|
Exhibit
B-2
|
Form
of Class C Certificate
|
Exhibit
B-3
|
Form
of Class P Certificate
|
xi
Exhibit
B-4
|
Form
of Class R Certificate
|
Exhibit
C
|
Form
of Custodian Initial Certification
|
Exhibit
D
|
Form
of Custodian Final Certification
|
Exhibit
E
|
Form
of Remittance Report
|
Exhibit
F-1
|
Request
for Release
|
Exhibit
F-2
|
Request
for Release for Mortgage Loans Paid in Full
|
Exhibit
G-1
|
Form
of Investor Representation Letter
|
Exhibit
G-2
|
Form
of Transferor Representation Letter
|
Exhibit
G-3
|
Form
of Rule 144A Investment Representation
|
Exhibit
G-4
|
Transferor
Certificate for Transfers of Residual Certificates
|
Exhibit
G-5
|
Transfer
Affidavit and Agreement for Transfers of Residual
Certificates
|
Exhibit
H
|
Mortgage
Loan Schedule
|
Exhibit
I
|
Sponsor
Representations and Warranties
|
Exhibit
J
|
Form
of Notice Under Section 3.24
|
Exhibit
K
|
Impac
Funding Corporation Servicing Guide
|
Exhibit
L-1
|
Form
10-K Certification
|
Exhibit
L-2
|
Form
10-K Back-up Certification (Master Servicer)
|
Exhibit
L-3
|
Form
10-K Back-up Certification (Trustee)
|
Exhibit
L-4
|
Form
of Back-up Certification to Form 10-K Certificate
|
Exhibit
M
|
Form
of Interest Rate Swap Agreement
|
Exhibit
N
|
Servicing
Criteria to be Addressed in Assessment of Compliance
|
Exhibit
O
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
Exhibit
P
|
Additional
Disclosure Notification
|
Exhibit
Q
|
Form
of Countrywide Servicing Agreement
|
Exhibit
R
|
Form
of GMAC Servicing Agreement
|
Exhibit
S
|
Form
of Midland Servicing Agreement
|
Exhibit
T
|
Form
of Item 1115 Agreement
|
xii
This
Pooling and Servicing Agreement, dated and effective as of December 1, 2006,
is
entered into among Impac Secured Assets Corp., as depositor (the “Depositor”),
Impac Funding Corporation, as master servicer (the “Master Servicer”), and
Deutsche Bank National Trust Company, as trustee (the “Trustee”).
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder. The Certificates will consist of nineteen classes of
certificates, designated as (i) the Class 1-A1-A Certificates, (ii) the Class
1-A1-B Certificates, (iii) the Class 1-A1-C Certificates, (iv) the Class 1-AM
Certificates, (v) the Class 2-A Certificates,
(vi)
the Class 1-M-1 Certificates, (vii) the Class 1-M-2 Certificates, (viii) the
Class 1-M-3 Certificates, (ix) the Class 1-M-4 Certificates, (x) the Class
1-M-5
Certificates, (xi) the Class 1-M-6 Certificates, (xii) the Class 1-M-7
Certificates, (xiii) the Class 1-M-8 Certificates, (xiv) the Class 1-B
Certificates, (xv) the Class 1-C Certificates, (xvi) the Class 2-C Certificates,
(xvii) the Class 1-P Certificates, (xviii) the Class 2-P Certificates, and
(xix)
the Class R Certificates.
REMIC
1
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of Loan Group 1 and certain other related assets (other than the
Group 1 Net WAC Shortfall Reserve Fund, any related Master Servicer Prepayment
Charge Payment Amounts and, for the avoidance of doubt, the Group 1 Supplemental
Interest Trust, the Group 1 Derivative Account, the Group 1 Interest Rate Swap
Agreement and the Group 1 Cap Contracts) subject to this Agreement as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as “REMIC 1.” The Class R-1 Interest will be the sole class of
Residual Interests in REMIC 1 for purposes of the REMIC Provisions (as defined
herein). The following table irrevocably sets forth the designation, the
Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Principal
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 1
Regular Interests (as defined herein). None of the REMIC 1 Regular Interests
will be certificated.
Designation
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date (1)
|
|||||||
1-1-A
|
Variable(2)
|
$
|
2,082,479.45
|
February
2037
|
||||||
1-1-B
|
Variable(2)
|
$
|
2,082,479.45
|
February
2037
|
||||||
1-2-A
|
Variable(2)
|
$
|
3,149,113.15
|
February
2037
|
||||||
1-2-B
|
Variable(2)
|
$
|
3,149,113.15
|
February
2037
|
||||||
1-3-A
|
Variable(2)
|
$
|
4,223,864.23
|
February
2037
|
||||||
1-3-B
|
Variable(2)
|
$
|
4,223,864.23
|
February
2037
|
||||||
1-4-A
|
Variable(2)
|
$
|
5,300,288.69
|
February
2037
|
||||||
1-4-B
|
Variable(2)
|
$
|
5,300,288.69
|
February
2037
|
||||||
1-5-A
|
Variable(2)
|
$
|
6,371,739.35
|
February
2037
|
||||||
1-5-B
|
Variable(2)
|
$
|
6,371,739.35
|
February
2037
|
Designation
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date (1)
|
|||||||
1-6-A
|
Variable(2)
|
$
|
7,431,484.42
|
February
2037
|
||||||
1-6-B
|
Variable(2)
|
$
|
7,431,484.42
|
February
2037
|
||||||
1-7-A
|
Variable(2)
|
|
$
|
8,472,191.08
|
February
2037
|
|||||
1-7-B
|
Variable(2)
|
|
$
|
8,472,191.08
|
February
2037
|
|||||
1-8-A
|
Variable(2)
|
$
|
9,486,612.86
|
February
2037
|
||||||
1-8-B
|
Variable(2)
|
$
|
9,486,612.86
|
February
2037
|
||||||
1-9-A
|
Variable(2)
|
$
|
10,468,074.44
|
February
2037
|
||||||
1-9-B
|
Variable(2)
|
$
|
10,468,074.44
|
February
2037
|
||||||
1-10-A
|
Variable(2)
|
$
|
11,408,929.13
|
February
2037
|
||||||
1-10-B
|
Variable(2)
|
$
|
11,408,929.13
|
February
2037
|
||||||
1-11-A
|
Variable(2)
|
|
$
|
12,302,217.99
|
February
2037
|
|||||
1-11-B
|
Variable(2)
|
|
$
|
12,302,217.99
|
February
2037
|
|||||
1-12-A
|
Variable(2)
|
$
|
12,580,468.56
|
February
2037
|
||||||
1-12-B
|
Variable(2)
|
$
|
12,580,468.56
|
February
2037
|
||||||
1-13-A
|
Variable(2)
|
$
|
12,200,224.90
|
February
2037
|
||||||
1-13-B
|
Variable(2)
|
$
|
12,200,224.90
|
February
2037
|
||||||
1-14-A
|
Variable(2)
|
$
|
11,831,589.24
|
February
2037
|
||||||
1-14-B
|
Variable(2)
|
$
|
11,831,589.24
|
February
2037
|
||||||
1-15-A
|
Variable(2)
|
$
|
11,474,117.67
|
February
2037
|
||||||
1-15-B
|
Variable(2)
|
$
|
11,474,117.67
|
February
2037
|
||||||
1-16-A
|
Variable(2)
|
$
|
11,127,289.52
|
February
2037
|
||||||
1-16-B
|
Variable(2)
|
|
$
|
11,127,289.52
|
February
2037
|
|||||
1-17-A
|
Variable(2)
|
$
|
10,790,883.78
|
February
2037
|
||||||
1-17-B
|
Variable(2)
|
$
|
10,790,883.78
|
February
2037
|
||||||
1-18-A
|
Variable(2)
|
$
|
10,464,394.17
|
February
2037
|
||||||
1-18-B
|
Variable(2)
|
$
|
10,464,394.17
|
February
2037
|
||||||
1-19-A
|
Variable(2)
|
$
|
10,148,019.07
|
February
2037
|
||||||
1-19-B
|
Variable(2)
|
$
|
10,148,019.07
|
February
2037
|
||||||
1-20-A
|
Variable(2)
|
$
|
9,841,317.56
|
February
2037
|
||||||
1-20-B
|
Variable(2)
|
$
|
9,841,317.56
|
February
2037
|
||||||
1-21-A
|
Variable(2)
|
$
|
9,543,336.88
|
February
2037
|
||||||
1-21-B
|
Variable(2)
|
$
|
9,543,336.88
|
February
2037
|
||||||
1-22-A
|
Variable(2)
|
$
|
9,254,469.47
|
February
2037
|
||||||
1-22-B
|
Variable(2)
|
$
|
9,254,469.47
|
February
2037
|
||||||
1-23-A
|
Variable(2)
|
$
|
14,644,161.40
|
February
2037
|
||||||
1-23-B
|
Variable(2)
|
$
|
14,644,161.40
|
February
2037
|
||||||
1-24-A
|
Variable(2)
|
$
|
19,869,300.43
|
February
2037
|
||||||
1-24-B
|
Variable(2)
|
$
|
19,869,300.43
|
February
2037
|
||||||
1-25-A
|
Variable(2)
|
$
|
7,925,826.45
|
February
2037
|
||||||
1-25-B
|
Variable(2)
|
$
|
7,925,826.45
|
February
2037
|
||||||
1-26-A
|
Variable(2)
|
$
|
7,685,708.54
|
February
2037
|
||||||
1-26-B
|
Variable(2)
|
$
|
7,685,708.54
|
February
2037
|
||||||
1-27-A
|
Variable(2)
|
$
|
7,453,065.89
|
February
2037
|
2
Designation
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date (1)
|
|||||||
1-27-B
|
Variable(2)
|
$
|
7,453,065.89
|
February
2037
|
||||||
1-28-A
|
Variable(2)
|
$
|
7,348,094.00
|
February
2037
|
||||||
1-28-B
|
Variable(2)
|
$
|
7,348,094.00
|
February
2037
|
||||||
1-29-A
|
Variable(2)
|
$
|
9,797,485.19
|
February
2037
|
||||||
1-29-B
|
Variable(2)
|
$
|
9,797,485.19
|
February
2037
|
||||||
1-30-A
|
Variable(2)
|
$
|
9,283,442.21
|
February
2037
|
||||||
1-30-B
|
Variable(2)
|
$
|
9,283,442.21
|
February
2037
|
||||||
1-31-A
|
Variable(2)
|
$
|
8,814,140.86
|
February
2037
|
||||||
1-31-B
|
Variable(2)
|
$
|
8,814,140.86
|
February
2037
|
||||||
1-32-A
|
Variable(2)
|
$
|
8,404,996.08
|
February
2037
|
||||||
1-32-B
|
Variable(2)
|
$
|
8,404,996.08
|
February
2037
|
||||||
1-33-A
|
Variable(2)
|
$
|
8,033,554.75
|
February
2037
|
||||||
1-33-B
|
Variable(2)
|
$
|
8,033,554.75
|
February
2037
|
||||||
1-34-A
|
Variable(2)
|
$
|
7,692,243.83
|
February
2037
|
||||||
1-34-B
|
Variable(2)
|
$
|
7,692,243.83
|
February
2037
|
||||||
1-35-A
|
Variable(2)
|
$
|
7,585,654.37
|
February
2037
|
||||||
1-35-B
|
Variable(2)
|
$
|
7,585,654.37
|
February
2037
|
||||||
1-36-A
|
Variable(2)
|
$
|
87,320,147.27
|
February
2037
|
||||||
1-36-B
|
Variable(2)
|
$
|
87,320,147.27
|
February
2037
|
||||||
1-37-A
|
Variable(2)
|
$
|
2,522,861.13
|
February
2037
|
||||||
1-37-B
|
Variable(2)
|
$
|
2,522,861.13
|
February
2037
|
||||||
1-38-A
|
Variable(2)
|
$
|
2,446,455.48
|
February
2037
|
||||||
1-38-B
|
Variable(2)
|
$
|
2,446,455.48
|
February
2037
|
||||||
1-39-A
|
Variable(2)
|
$
|
2,372,025.07
|
February
2037
|
||||||
1-39-B
|
Variable(2)
|
$
|
2,372,025.07
|
February
2037
|
||||||
1-40-A
|
Variable(2)
|
$
|
2,300,189.20
|
February
2037
|
||||||
1-40-B
|
Variable(2)
|
$
|
2,300,189.20
|
February
2037
|
||||||
1-41-A
|
Variable(2)
|
$
|
2,230,114.71
|
February
2037
|
||||||
1-41-B
|
Variable(2)
|
$
|
2,230,114.71
|
February
2037
|
||||||
1-42-A
|
Variable(2)
|
$
|
2,162,421.06
|
February
2037
|
||||||
1-42-B
|
Variable(2)
|
$
|
2,162,421.06
|
February
2037
|
||||||
1-43-A
|
Variable(2)
|
$
|
2,096,897.81
|
February
2037
|
||||||
1-43-B
|
Variable(2)
|
$
|
2,096,897.81
|
February
2037
|
||||||
1-44-A
|
Variable(2)
|
$
|
2,032,919.59
|
February
2037
|
||||||
1-44-B
|
Variable(2)
|
|
$
|
2,032,919.59
|
February
2037
|
|||||
1-45-A
|
Variable(2)
|
|
$
|
1,971,313.61
|
February
2037
|
|||||
1-45-B
|
Variable(2)
|
|
$
|
1,971,313.61
|
February
2037
|
|||||
1-46-A
|
Variable(2)
|
$
|
1,911,247.20
|
February
2037
|
||||||
1-46-B
|
Variable(2)
|
$
|
1,911,247.20
|
February
2037
|
||||||
1-47-A
|
Variable(2)
|
$
|
1,853,340.22
|
February
2037
|
||||||
1-47-B
|
Variable(2)
|
$
|
1,853,340.22
|
February
2037
|
||||||
1-48-A
|
Variable(2)
|
$
|
1,796,760.15
|
February
2037
|
||||||
1-48-B
|
Variable(2)
|
$
|
1,796,760.15
|
February
2037
|
3
Designation
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date (1)
|
||||||||||
1-49-A
|
Variable(2)
|
$
|
1,742,127.02
|
February
2037
|
|||||||||
1-49-B
|
Variable(2)
|
$
|
1,742,127.02
|
February
2037
|
|||||||||
1-50-A
|
Variable(2)
|
$
|
1,689,230.96
|
February
2037
|
|||||||||
1-50-B
|
Variable(2)
|
$
|
1,689,230.96
|
February
2037
|
|||||||||
1-51-A
|
Variable(2)
|
$
|
1,637,654.63
|
February
2037
|
|||||||||
1-51-B
|
Variable(2)
|
$
|
1,637,654.63
|
February
2037
|
|||||||||
1-52-A
|
Variable(2)
|
$
|
1,587,810.80
|
February
2037
|
|||||||||
1-52-B
|
Variable(2)
|
$
|
1,587,810.80
|
February
2037
|
|||||||||
1-53-A
|
Variable(2)
|
$
|
1,539,489.80
|
February
2037
|
|||||||||
1-53-B
|
Variable(2)
|
$
|
1,539,489.80
|
February
2037
|
|||||||||
1-54-A
|
Variable(2)
|
$
|
1,492,689.49
|
February
2037
|
|||||||||
1-54-B
|
Variable(2)
|
$
|
1,492,689.49
|
February
2037
|
|||||||||
1-55-A
|
Variable(2)
|
$
|
1,447,200.34
|
February
2037
|
|||||||||
1-55-B
|
Variable(2)
|
$
|
1,447,200.34
|
February
2037
|
|||||||||
1-56-A
|
Variable(2)
|
$
|
1,403,020.35
|
February
2037
|
|||||||||
1-56-B
|
Variable(2)
|
$
|
1,403,020.35
|
February
2037
|
|||||||||
1-57-A
|
Variable(2)
|
|
$
|
1,360,355.11
|
February
2037
|
||||||||
1-57-B
|
Variable(2)
|
|
$
|
1,360,355.11
|
February
2037
|
||||||||
1-58-A
|
Variable(2)
|
|
$
|
1,318,787.72
|
February
2037
|
||||||||
1-58-B
|
Variable(2)
|
$
|
1,318,787.72
|
February
2037
|
|||||||||
1-59-A
|
Variable(2)
|
$
|
39,651,498.88
|
February
2037
|
|||||||||
1-59-B
|
Variable(2)
|
$
|
39,651,498.88
|
February
2037
|
|||||||||
1-60-A
|
Variable(2)
|
$
|
57,849.32
|
February
2037
|
|||||||||
1-60-B
|
Variable(2)
|
$
|
57,849.32
|
February
2037
|
|||||||||
1-61-A
|
Variable(2)
|
$
|
56,084.85
|
February
2037
|
|||||||||
1-61-B
|
Variable(2)
|
$
|
56,084.85
|
February
2037
|
|||||||||
1-62-A
|
Variable(2)
|
$
|
54,373.79
|
February
2037
|
|||||||||
1-62-B
|
Variable(2)
|
$
|
54,373.79
|
February
2037
|
|||||||||
1-63-A
|
Variable(2)
|
$
|
52,714.56
|
February
2037
|
|||||||||
1-63-B
|
Variable(2)
|
$
|
52,714.56
|
February
2037
|
|||||||||
1-64-A
|
Variable(2)
|
$
|
51,105.56
|
February
2037
|
|||||||||
1-64-B
|
Variable(2)
|
$
|
51,105.56
|
February
2037
|
|||||||||
1-65-A
|
Variable(2)
|
$
|
49,545.32
|
February
2037
|
|||||||||
1-65-B
|
Variable(2)
|
$
|
49,545.32
|
February
2037
|
|||||||||
1-66-A
|
Variable(2)
|
$
|
48,032.33
|
February
2037
|
|||||||||
1-66-B
|
Variable(2)
|
$
|
48,032.33
|
February
2037
|
|||||||||
1-67-A
|
Variable(2)
|
$
|
46,565.20
|
February
2037
|
|||||||||
1-67-B
|
Variable(2)
|
$
|
46,565.20
|
February
2037
|
|||||||||
1-68-A
|
Variable(2)
|
$
|
45,142.55
|
February
2037
|
|||||||||
1-68-B
|
Variable(2)
|
$
|
45,142.55
|
February
2037
|
|||||||||
1-69-A
|
Variable(2)
|
$
|
43,763.01
|
February
2037
|
|||||||||
1-69-B
|
Variable(2)
|
$
|
43,763.01
|
February
2037
|
|||||||||
1-70-A
|
Variable(2)
|
$
|
42,425.31
|
February
2037
|
4
Designation
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date (1)
|
||||||||||
1-70-B
|
Variable(2)
|
$
|
42,425.31
|
February
2037
|
|||||||||
1-71-A
|
Variable(2)
|
$
|
41,128.17
|
February
2037
|
|||||||||
1-71-B
|
Variable(2)
|
$
|
41,128.17
|
February
2037
|
|||||||||
1-72-A
|
Variable(2)
|
$
|
39,870.38
|
February
2037
|
|||||||||
1-72-B
|
Variable(2)
|
$
|
39,870.38
|
February
2037
|
|||||||||
1-73-A
|
Variable(2)
|
$
|
38,650.75
|
February
2037
|
|||||||||
1-73-B
|
Variable(2)
|
$
|
38,650.75
|
February
2037
|
|||||||||
1-74-A
|
Variable(2)
|
$
|
37,468.13
|
February
2037
|
|||||||||
1-74-B
|
Variable(2)
|
$
|
37,468.13
|
February
2037
|
|||||||||
1-75-A
|
Variable(2)
|
$
|
36,321.40
|
February
2037
|
|||||||||
1-75-B
|
Variable(2)
|
$
|
36,321.40
|
February
2037
|
|||||||||
1-76-A
|
Variable(2)
|
$
|
35,209.48
|
February
2037
|
|||||||||
1-76-B
|
Variable(2)
|
$
|
35,209.48
|
February
2037
|
|||||||||
1-77-A
|
Variable(2)
|
$
|
34,131.32
|
February
2037
|
|||||||||
1-77-B
|
Variable(2)
|
$
|
34,131.32
|
February
2037
|
|||||||||
1-78-A
|
Variable(2)
|
$
|
33,085.91
|
February
2037
|
|||||||||
1-78-B
|
Variable(2)
|
$
|
33,085.91
|
February
2037
|
|||||||||
1-79-A
|
Variable(2)
|
$
|
32,072.25
|
February
2037
|
|||||||||
1-79-B
|
Variable(2)
|
$
|
32,072.25
|
February
2037
|
|||||||||
1-80-A
|
Variable(2)
|
|
$
|
31,089.39
|
February
2037
|
||||||||
1-80-B
|
Variable(2)
|
|
$
|
31,089.39
|
February
2037
|
||||||||
1-81-A
|
Variable(2)
|
$
|
30,136.39
|
February
2037
|
|||||||||
1-81-B
|
Variable(2)
|
$
|
30,136.39
|
February
2037
|
|||||||||
1-82-A
|
Variable(2)
|
$
|
29,212.36
|
February
2037
|
|||||||||
1-82-B
|
Variable(2)
|
$
|
29,212.36
|
February
2037
|
|||||||||
1-83-A
|
Variable(2)
|
$
|
463,533.33
|
February
2037
|
|||||||||
1-83-B
|
Variable(2)
|
$
|
463,533.33
|
February
2037
|
|||||||||
1-84-A
|
Variable(2)
|
$
|
449,154.60
|
February
2037
|
|||||||||
1-84-B
|
Variable(2)
|
$
|
449,154.60
|
February
2037
|
|||||||||
P
|
Variable(2)
|
$
|
100.00
|
February
2037
|
|||||||||
OC
|
Variable(2)
|
$
|
321,489,158.20
|
February
2037
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan in Loan Group 1 with the latest possible maturity date
has
been designated as the “latest possible maturity date” for each REMIC 1
Regular Interest.
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC 1 Pass-Through
Rate” in this Agreement.
|
REMIC
2
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of Loan Group 2 and certain other related assets (other than the
Group 2 Net WAC Shortfall Reserve Fund, any related Master Servicer Prepayment
Charge Payment Amounts and, for the avoidance of doubt, the Group 2 Supplemental
Interest Trust, the Group 2 Derivative Account, the Group 2 Interest Rate Swap
Agreement and the Group 2 Cap Contracts) subject to this Agreement as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as “REMIC 2.” The Class R-2 Interest will be the sole class of
Residual Interests in REMIC 2 for purposes of the REMIC Provisions (as defined
herein). The following table irrevocably sets forth the designation, the
Uncertificated REMIC 2 Pass-Through Rate, the initial Uncertificated Principal
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 2
Regular Interests (as defined herein). None of the REMIC 2 Regular Interests
will be certificated.
5
Designation
|
Uncertificated
REMIC 2
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date (1)
|
|||||||
1-1-A
|
Variable(2)
|
$
|
291,064.80
|
December
2036
|
||||||
1-1-B
|
Variable(2)
|
$
|
291,064.80
|
December
2036
|
||||||
1-2-A
|
Variable(2)
|
$
|
309,984.00
|
December
2036
|
||||||
1-2-B
|
Variable(2)
|
$
|
309,984.00
|
December
2036
|
||||||
1-3-A
|
Variable(2)
|
|
$
|
328,698.40
|
December
2036
|
|||||
1-3-B
|
Variable(2)
|
|
$
|
328,698.40
|
December
2036
|
|||||
1-4-A
|
Variable(2)
|
$
|
347,456.00
|
December
2036
|
||||||
1-4-B
|
Variable(2)
|
|
$
|
347,456.00
|
December
2036
|
|||||
1-5-A
|
Variable(2)
|
|
$
|
365,798.40
|
December
2036
|
|||||
1-5-B
|
Variable(2)
|
$
|
365,798.40
|
December
2036
|
||||||
1-6-A
|
Variable(2)
|
$
|
383,981.60
|
December
2036
|
||||||
1-6-B
|
Variable(2)
|
$
|
383,981.60
|
December
2036
|
||||||
1-7-A
|
Variable(2)
|
$
|
402,358.40
|
December
2036
|
||||||
1-7-B
|
Variable(2)
|
|
$
|
402,358.40
|
December
2036
|
|||||
1-8-A
|
Variable(2)
|
|
$
|
420,540.00
|
December
2036
|
|||||
1-8-B
|
Variable(2)
|
$
|
420,540.00
|
December
2036
|
||||||
1-9-A
|
Variable(2)
|
$
|
438,560.00
|
December
2036
|
||||||
1-9-B
|
Variable(2)
|
$
|
438,560.00
|
December
2036
|
||||||
1-10-A
|
Variable(2)
|
$
|
456,236.00
|
December
2036
|
||||||
1-10-B
|
Variable(2)
|
$
|
456,236.00
|
December
2036
|
||||||
1-11-A
|
Variable(2)
|
$
|
473,633.60
|
December
2036
|
||||||
1-11-B
|
Variable(2)
|
$
|
473,633.60
|
December
2036
|
||||||
1-12-A
|
Variable(2)
|
$
|
491,225.60
|
December
2036
|
||||||
1-12-B
|
Variable(2)
|
$
|
491,225.60
|
December
2036
|
||||||
1-13-A
|
Variable(2)
|
$
|
508,693.60
|
December
2036
|
||||||
1-13-B
|
Variable(2)
|
$
|
508,693.60
|
December
2036
|
||||||
1-14-A
|
Variable(2)
|
|
$
|
525,627.20
|
December
2036
|
|||||
1-14-B
|
Variable(2)
|
|
$
|
525,627.20
|
December
2036
|
|||||
1-15-A
|
Variable(2)
|
$
|
542,355.20
|
December
2036
|
||||||
1-15-B
|
Variable(2)
|
$
|
542,355.20
|
December
2036
|
||||||
1-16-A
|
Variable(2)
|
$
|
559,133.60
|
December
2036
|
||||||
1-16-B
|
Variable(2)
|
$
|
559,133.60
|
December
2036
|
||||||
1-17-A
|
Variable(2)
|
$
|
575,107.20
|
December
2036
|
||||||
1-17-B
|
Variable(2)
|
$
|
575,107.20
|
December
2036
|
||||||
1-18-A
|
Variable(2)
|
$
|
586,275.20
|
December
2036
|
||||||
1-18-B
|
Variable(2)
|
$
|
586,275.20
|
December
2036
|
6
Designation
|
Uncertificated
REMIC 2
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date (1)
|
|||||||
1-19-A
|
Variable(2)
|
$
|
593,706.40
|
December
2036
|
||||||
1-19-B
|
Variable(2)
|
$
|
593,706.40
|
December
2036
|
||||||
1-20-A
|
Variable(2)
|
$
|
598,356.00
|
December
2036
|
||||||
1-20-B
|
Variable(2)
|
$
|
598,356.00
|
December
2036
|
||||||
1-21-A
|
Variable(2)
|
$
|
603,074.40
|
December
2036
|
||||||
1-21-B
|
Variable(2)
|
$
|
603,074.40
|
December
2036
|
||||||
1-22-A
|
Variable(2)
|
$
|
605,194.40
|
December
2036
|
|
|||||
1-22-B
|
Variable(2)
|
$
|
605,194.40
|
December
2036
|
|
|||||
1-23-A
|
Variable(2)
|
$
|
603,700.00
|
December
2036
|
||||||
1-23-B
|
Variable(2)
|
$
|
603,700.00
|
December
2036
|
||||||
1-24-A
|
Variable(2)
|
$
|
600,793.60
|
December
2036
|
||||||
1-24-B
|
Variable(2)
|
$
|
600,793.60
|
December
2036
|
||||||
1-25-A
|
Variable(2)
|
$
|
597,992.00
|
December
2036
|
||||||
1-25-B
|
Variable(2)
|
$
|
597,992.00
|
December
2036
|
||||||
1-26-A
|
Variable(2)
|
$
|
595,375.20
|
December
2036
|
||||||
1-26-B
|
Variable(2)
|
$
|
595,375.20
|
December
2036
|
||||||
1-27-A
|
Variable(2)
|
$
|
592,620.80
|
December
2036
|
||||||
1-27-B
|
Variable(2)
|
$
|
592,620.80
|
December
2036
|
||||||
1-28-A
|
Variable(2)
|
|
$
|
590,182.40
|
December
2036
|
|||||
1-28-B
|
Variable(2)
|
$
|
590,182.40
|
December
2036
|
||||||
1-29-A
|
Variable(2)
|
|
$
|
5,429,740.80
|
December
2036
|
|
||||
1-29-B
|
Variable(2)
|
|
$
|
5,429,740.80
|
December
2036
|
|
||||
1-30-A
|
Variable(2)
|
$
|
4,017,668.00
|
December
2036
|
||||||
1-30-B
|
Variable(2)
|
$
|
4,017,668.00
|
December
2036
|
||||||
1-31-A
|
Variable(2)
|
$
|
2,267,128.00
|
December
2036
|
||||||
1-31-B
|
Variable(2)
|
$
|
2,267,128.00
|
December
2036
|
||||||
1-32-A
|
Variable(2)
|
$
|
526,179.20
|
December
2036
|
||||||
1-32-B
|
Variable(2)
|
$
|
526,179.20
|
December
2036
|
||||||
1-33-A
|
Variable(2)
|
$
|
9,170,977.60
|
December
2036
|
||||||
1-33-B
|
Variable(2)
|
$
|
9,170,977.60
|
December
2036
|
||||||
1-34-A
|
Variable(2)
|
$
|
3,934,082.40
|
December
2036
|
||||||
1-34-B
|
Variable(2)
|
$
|
3,934,082.40
|
December
2036
|
||||||
1-35-A
|
Variable(2)
|
$
|
454,775.20
|
December
2036
|
||||||
1-35-B
|
Variable(2)
|
$
|
454,775.20
|
December
2036
|
||||||
1-36-A
|
Variable(2)
|
$
|
452,850.40
|
December
2036
|
||||||
1-36-B
|
Variable(2)
|
$
|
452,850.40
|
December
2036
|
||||||
1-37-A
|
Variable(2)
|
$
|
451,056.00
|
December
2036
|
|
|||||
1-37-B
|
Variable(2)
|
$
|
451,056.00
|
December
2036
|
||||||
1-38-A
|
Variable(2)
|
$
|
448,955.20
|
December
2036
|
||||||
1-38-B
|
Variable(2)
|
$
|
448,955.20
|
December
2036
|
||||||
1-39-A
|
Variable(2)
|
$
|
447,259.20
|
December
2036
|
||||||
1-39-B
|
Variable(2)
|
$
|
447,259.20
|
December
2036
|
||||||
1-40-A
|
Variable(2)
|
$
|
445,519.20
|
December
2036
|
7
Designation
|
|
Uncertificated
REMIC 2
Pass-Through
Rate
|
|
Initial
Uncertificated
Principal
Balance
|
|
Latest
Possible
Maturity
Date (1)
|
|
|||
1-40-B
|
|
|
Variable(2)
|
|
$
|
445,519.20
|
|
|
December
2036
|
|
1-41-A
|
|
|
Variable(2)
|
|
$
|
443,596.00
|
|
|
December
2036
|
|
1-41-B
|
|
|
Variable(2)
|
|
$
|
443,596.00
|
|
|
December
2036
|
|
1-42-A
|
|
|
Variable(2)
|
|
$
|
441,822.40
|
|
|
December
2036
|
|
1-42-B
|
|
|
Variable(2)
|
|
$
|
441,822.40
|
|
|
December
2036
|
|
1-43-A
|
|
|
Variable(2)
|
|
$
|
439,723.20
|
|
|
December
2036
|
|
1-43-B
|
|
|
Variable(2)
|
|
$
|
439,723.20
|
|
|
December
2036
|
|
1-44-A
|
|
|
Variable(2)
|
|
$
|
438,012.80
|
|
|
December
2036
|
|
1-44-B
|
|
|
Variable(2)
|
|
$
|
438,012.80
|
|
|
December
2036
|
|
1-45-A
|
|
|
Variable(2)
|
|
$
|
436,316.80
|
|
|
December
2036
|
|
1-45-B
|
|
|
Variable(2)
|
|
$
|
436,316.80
|
|
|
December
2036
|
|
1-46-A
|
|
|
Variable(2)
|
|
$
|
434,610.40
|
|
|
December
2036
|
|
1-46-B
|
|
|
Variable(2)
|
|
$
|
434,610.40
|
|
|
December
2036
|
|
1-47-A
|
|
|
Variable(2)
|
|
$
|
432,776.00
|
|
|
December
2036
|
|
1-47-B
|
|
|
Variable(2)
|
|
$
|
432,776.00
|
|
|
December
2036
|
|
1-48-A
|
|
|
Variable(2)
|
|
$
|
430,935.20
|
|
|
December
2036
|
|
1-48-B
|
|
|
Variable(2)
|
|
$
|
430,935.20
|
|
|
December
2036
|
|
1-49-A
|
|
|
Variable(2)
|
|
$
|
429,236.80
|
|
|
December
2036
|
|
1-49-B
|
|
|
Variable(2)
|
|
$
|
429,236.80
|
|
|
December
2036
|
|
1-50-A
|
|
|
Variable(2)
|
|
$
|
427,720.80
|
|
|
December
2036
|
|
1-50-B
|
|
|
Variable(2)
|
|
$
|
427,720.80
|
|
|
December
2036
|
|
1-51-A
|
|
|
Variable(2)
|
|
$
|
425,965.60
|
|
|
December
2036
|
|
1-51-B
|
|
|
Variable(2)
|
|
$
|
425,965.60
|
|
|
December
2036
|
|
1-52-A
|
|
|
Variable(2)
|
|
$
|
2,552,123.20
|
|
|
December
2036
|
|
1-52-B
|
|
|
Variable(2)
|
|
$
|
2,552,123.20
|
|
|
December
2036
|
|
1-53-A
|
|
|
Variable(2)
|
|
$
|
18,650,986.40
|
|
|
December
2036
|
|
1-53-B
|
|
|
Variable(2)
|
|
$
|
18,650,986.40
|
|
|
December
2036
|
|
1-54-A
|
|
|
Variable(2)
|
|
$
|
11,559,650.40
|
|
|
December
2036
|
|
1-54-B
|
|
|
Variable(2)
|
|
$
|
11,559,650.40
|
|
|
December
2036
|
|
1-55-A
|
|
|
Variable(2)
|
|
$
|
12,583,316.00
|
|
|
December
2036
|
|
1-55-B
|
|
|
Variable(2)
|
|
$
|
12,583,316.00
|
|
|
December
2036
|
|
1-56-A
|
|
|
Variable(2)
|
|
$
|
1,000,423.20
|
|
|
December
2036
|
|
1-56-B
|
|
|
Variable(2)
|
|
$
|
1,000,423.20
|
|
|
December
2036
|
|
1-57-A
|
|
|
Variable(2)
|
|
$
|
4,229,892.80
|
|
|
December
2036
|
|
1-57-B
|
|
|
Variable(2)
|
|
$
|
4,229,892.80
|
|
|
December
2036
|
|
1-58-A
|
|
|
Variable(2)
|
|
$
|
16,427,123.20
|
|
|
December
2036
|
|
1-58-B
|
|
|
Variable(2)
|
|
$
|
16,427,123.20
|
|
|
December
2036
|
|
1-59-A
|
|
|
Variable(2)
|
|
$
|
1,110,806.40
|
|
|
December
2036
|
|
1-59-B
|
|
|
Variable(2)
|
|
$
|
1,110,806.40
|
|
|
December
2036
|
|
1-60-A
|
|
|
Variable(2)
|
|
$
|
1,077,515.20
|
|
|
December
2036
|
|
1-60-B
|
|
|
Variable(2)
|
|
$
|
1,077,515.20
|
|
|
December
2036
|
|
1-61-A
|
|
|
Variable(2)
|
|
$
|
1,045,194.40
|
|
December
2036
|
||
1-61-B
|
|
|
Variable(2)
|
|
$
|
1,045,194.40
|
|
December
2036
|
8
Designation
|
|
Uncertificated
REMIC 2
Pass-Through
Rate
|
|
Initial
Uncertificated
Principal
Balance
|
|
Latest
Possible
Maturity
Date (1)
|
|||
1-62-A
|
|
|
Variable(2)
|
|
$
|
1,013,882.40
|
|
December
2036
|
|
1-62-B
|
|
|
Variable(2)
|
|
$
|
1,013,882.40
|
|
December
2036
|
|
1-63-A
|
|
|
Variable(2)
|
|
$
|
983,549.60
|
|
December
2036
|
|
1-63-B
|
|
|
Variable(2)
|
|
$
|
983,549.60
|
|
December
2036
|
|
1-64-A
|
|
|
Variable(2)
|
|
$
|
954,104.80
|
|
December
2036
|
|
1-64-B
|
|
|
Variable(2)
|
|
$
|
954,104.80
|
|
December
2036
|
|
1-65-A
|
|
|
Variable(2)
|
|
$
|
925,556.00
|
|
December
2036
|
|
1-65-B
|
|
|
Variable(2)
|
|
$
|
925,556.00
|
|
December
2036
|
|
1-66-A
|
|
|
Variable(2)
|
|
$
|
897,861.60
|
|
December
2036
|
|
1-66-B
|
|
|
Variable(2)
|
|
$
|
897,861.60
|
|
December
2036
|
|
1-67-A
|
|
|
Variable(2)
|
|
$
|
871,023.20
|
|
December
2036
|
|
1-67-B
|
|
|
Variable(2)
|
|
$
|
871,023.20
|
|
December
2036
|
|
1-68-A
|
|
|
Variable(2)
|
|
$
|
844,928.00
|
|
December
2036
|
|
1-68-B
|
|
|
Variable(2)
|
|
$
|
844,928.00
|
|
December
2036
|
|
1-69-A
|
|
|
Variable(2)
|
|
$
|
819,672.00
|
|
December
2036
|
|
1-69-B
|
|
|
Variable(2)
|
|
$
|
819,672.00
|
|
December
2036
|
|
1-70-A
|
|
|
Variable(2)
|
|
$
|
795,196.80
|
|
December
2036
|
|
1-70-B
|
|
|
Variable(2)
|
|
$
|
795,196.80
|
|
December
2036
|
|
1-71-A
|
|
|
Variable(2)
|
|
$
|
771,420.80
|
|
December
2036
|
|
1-71-B
|
|
|
Variable(2)
|
|
$
|
771,420.80
|
|
December
2036
|
|
1-72-A
|
|
|
Variable(2)
|
|
$
|
748,393.60
|
|
December
2036
|
|
1-72-B
|
|
|
Variable(2)
|
|
$
|
748,393.60
|
|
December
2036
|
|
1-73-A
|
|
|
Variable(2)
|
|
$
|
726,070.40
|
|
December
2036
|
|
1-73-B
|
|
|
Variable(2)
|
|
$
|
726,070.40
|
|
December
2036
|
|
1-74-A
|
|
|
Variable(2)
|
|
$
|
704,406.40
|
|
December
2036
|
|
1-74-B
|
|
|
Variable(2)
|
|
$
|
704,406.40
|
|
December
2036
|
|
1-75-A
|
|
|
Variable(2)
|
|
$
|
683,396.80
|
|
December
2036
|
|
1-75-B
|
|
|
Variable(2)
|
|
$
|
683,396.80
|
|
December
2036
|
|
1-76-A
|
|
|
Variable(2)
|
|
$
|
663,019.20
|
|
December
2036
|
|
1-76-B
|
|
|
Variable(2)
|
|
$
|
663,019.20
|
|
December
2036
|
|
1-77-A
|
|
|
Variable(2)
|
|
$
|
643,262.40
|
|
December
2036
|
|
1-77-B
|
|
|
Variable(2)
|
|
$
|
643,262.40
|
|
December
2036
|
|
1-78-A
|
|
|
Variable(2)
|
|
$
|
624,099.20
|
|
December
2036
|
|
1-78-B
|
|
|
Variable(2)
|
|
$
|
624,099.20
|
|
December
2036
|
|
1-79-A
|
|
|
Variable(2)
|
|
$
|
605,521.60
|
|
December
2036
|
|
1-79-B
|
|
|
Variable(2)
|
|
$
|
605,521.60
|
|
December
2036
|
|
1-80-A
|
|
|
Variable(2)
|
|
$
|
587,507.20
|
|
December
2036
|
|
1-80-B
|
|
|
Variable(2)
|
|
$
|
587,507.20
|
|
December
2036
|
|
1-81-A
|
|
|
Variable(2)
|
|
$
|
570,009.60
|
|
December
2036
|
|
1-81-B
|
|
|
Variable(2)
|
|
$
|
570,009.60
|
|
December
2036
|
|
1-82-A
|
|
|
Variable(2)
|
|
$
|
553,075.20
|
|
December
2036
|
|
1-82-B
|
|
|
Variable(2)
|
|
$
|
553,075.20
|
|
December
2036
|
|
1-83-A
|
|
|
Variable(2)
|
|
$
|
4,544,576.80
|
|
December
2036
|
9
Designation
|
|
Uncertificated
REMIC 2
Pass-Through
Rate
|
|
Initial
Uncertificated
Principal
Balance
|
|
Latest
Possible
Maturity
Date (1)
|
|||
1-83-B
|
|
|
Variable(2)
|
|
$
|
4,544,576.80
|
|
December
2036
|
|
1-84-A
|
|
|
Variable(2)
|
|
$
|
499,219.20
|
|
December
2036
|
|
1-84-B
|
|
|
Variable(2)
|
|
$
|
499,219.20
|
|
December
2036
|
|
1-85-A
|
|
|
Variable(2)
|
|
$
|
483,891.20
|
|
December
2036
|
|
1-85-B
|
|
|
Variable(2)
|
|
$
|
483,891.20
|
|
December
2036
|
|
1-86-A
|
|
|
Variable(2)
|
|
$
|
469,025.60
|
|
December
2036
|
|
1-86-B
|
|
|
Variable(2)
|
|
$
|
469,025.60
|
|
December
2036
|
|
1-87-A
|
|
|
Variable(2)
|
|
$
|
454,596.80
|
|
December
2036
|
|
1-87-B
|
|
|
Variable(2)
|
|
$
|
454,596.80
|
|
December
2036
|
|
1-88-A
|
|
|
Variable(2)
|
|
$
|
440,611.20
|
|
December
2036
|
|
1-88-B
|
|
|
Variable(2)
|
|
$
|
440,611.20
|
|
December
2036
|
|
1-89-A
|
|
|
Variable(2)
|
|
$
|
427,056.00
|
|
December
2036
|
|
1-89-B
|
|
|
Variable(2)
|
|
$
|
427,056.00
|
|
December
2036
|
|
1-90-A
|
|
|
Variable(2)
|
|
$
|
413,931.20
|
|
December
2036
|
|
1-90-B
|
|
|
Variable(2)
|
|
$
|
413,931.20
|
|
December
2036
|
|
1-91-A
|
|
|
Variable(2)
|
|
$
|
401,182.40
|
|
December
2036
|
|
1-91-B
|
|
|
Variable(2)
|
|
$
|
401,182.40
|
|
December
2036
|
|
1-92-A
|
|
|
Variable(2)
|
|
$
|
388,830.40
|
|
December
2036
|
|
1-92-B
|
|
|
Variable(2)
|
|
$
|
388,830.40
|
|
December
2036
|
|
1-93-A
|
|
|
Variable(2)
|
|
$
|
376,857.60
|
|
December
2036
|
|
1-93-B
|
|
|
Variable(2)
|
|
$
|
376,857.60
|
|
December
2036
|
|
1-94-A
|
|
|
Variable(2)
|
|
$
|
365,256.00
|
|
December
2036
|
|
1-94-B
|
|
|
Variable(2)
|
|
$
|
365,256.00
|
|
December
2036
|
|
1-95-A
|
|
|
Variable(2)
|
|
$
|
353,998.40
|
|
December
2036
|
|
1-95-B
|
|
|
Variable(2)
|
|
$
|
353,998.40
|
|
December
2036
|
|
1-96-A
|
|
|
Variable(2)
|
|
$
|
343,076.80
|
|
December
2036
|
|
1-96-B
|
|
|
Variable(2)
|
|
$
|
343,076.80
|
|
December
2036
|
|
1-97-A
|
|
|
Variable(2)
|
|
$
|
332,494.40
|
|
December
2036
|
|
1-97-B
|
|
|
Variable(2)
|
|
$
|
332,494.40
|
|
December
2036
|
|
1-98-A
|
|
|
Variable(2)
|
|
$
|
322,256.00
|
|
December
2036
|
|
1-98-B
|
|
|
Variable(2)
|
|
$
|
322,256.00
|
|
December
2036
|
|
1-99-A
|
|
|
Variable(2)
|
|
$
|
312,310.40
|
|
December
2036
|
|
1-99-B
|
|
|
Variable(2)
|
|
$
|
312,310.40
|
|
December
2036
|
|
1-100-A
|
|
|
Variable(2)
|
|
$
|
302,672.00
|
|
December
2036
|
|
1-100-B
|
|
|
Variable(2)
|
|
$
|
302,672.00
|
|
December
2036
|
|
1-101-A
|
|
|
Variable(2)
|
|
$
|
293,318.40
|
|
December
2036
|
|
1-101-B
|
|
|
Variable(2)
|
|
$
|
293,318.40
|
|
December
2036
|
|
1-102-A
|
|
|
Variable(2)
|
|
$
|
284,280.00
|
|
December
2036
|
|
1-102-B
|
|
|
Variable(2)
|
|
$
|
284,280.00
|
|
December
2036
|
|
1-103-A
|
|
|
Variable(2)
|
|
$
|
275,480.00
|
|
December
2036
|
|
1-103-B
|
|
|
Variable(2)
|
|
$
|
275,480.00
|
|
December
2036
|
|
1-104-A
|
|
|
Variable(2)
|
|
$
|
266,971.20
|
|
December
2036
|
|
1-104-B
|
|
|
Variable(2)
|
|
$
|
266,971.20
|
|
December
2036
|
10
Designation
|
|
Uncertificated
REMIC 2
Pass-Through
Rate
|
|
Initial
Uncertificated
Principal
Balance
|
|
Latest
Possible
Maturity
Date (1)
|
|||
1-105-A
|
|
|
Variable(2)
|
|
$
|
258,721.60
|
|
December
2036
|
|
1-105-B
|
|
|
Variable(2)
|
|
$
|
258,721.60
|
|
December
2036
|
|
1-106-A
|
|
|
Variable(2)
|
|
$
|
250,721.60
|
|
December
2036
|
|
1-106-B
|
|
|
Variable(2)
|
|
$
|
250,721.60
|
|
December
2036
|
|
1-107-A
|
|
|
Variable(2)
|
|
$
|
242,953.60
|
|
December
2036
|
|
1-107-B
|
|
|
Variable(2)
|
|
$
|
242,953.60
|
|
December
2036
|
|
1-108-A
|
|
|
Variable(2)
|
|
$
|
235,444.80
|
|
December
2036
|
|
1-108-B
|
|
|
Variable(2)
|
|
$
|
235,444.80
|
|
December
2036
|
|
1-109-A
|
|
|
Variable(2)
|
|
$
|
228,160.00
|
|
December
2036
|
|
1-109-B
|
|
|
Variable(2)
|
|
$
|
228,160.00
|
|
December
2036
|
|
1-110-A
|
|
|
Variable(2)
|
|
$
|
221,096.00
|
|
December
2036
|
|
1-110-B
|
|
|
Variable(2)
|
|
$
|
221,096.00
|
|
December
2036
|
|
1-111-A
|
|
|
Variable(2)
|
|
$
|
214,257.60
|
|
December
2036
|
|
1-111-B
|
|
|
Variable(2)
|
|
$
|
214,257.60
|
|
December
2036
|
|
1-112-A
|
|
|
Variable(2)
|
|
$
|
207,611.20
|
|
December
2036
|
|
1-112-B
|
|
|
Variable(2)
|
|
$
|
207,611.20
|
|
December
2036
|
|
1-113-A
|
|
|
Variable(2)
|
|
$
|
201,168.00
|
|
December
2036
|
|
1-113-B
|
|
|
Variable(2)
|
|
$
|
201,168.00
|
|
December
2036
|
|
1-114-A
|
|
|
Variable(2)
|
|
$
|
1,082,782.40
|
|
December
2036
|
|
1-114-B
|
|
|
Variable(2)
|
|
$
|
1,082,782.40
|
|
December
2036
|
|
1-115-A
|
|
|
Variable(2)
|
|
$
|
3,490,360.00
|
|
December
2036
|
|
1-115-B
|
|
|
Variable(2)
|
|
$
|
3,490,360.00
|
|
December
2036
|
|
1-116-A
|
|
|
Variable(2)
|
|
$
|
1,160,811.20
|
|
December
2036
|
|
1-116-B
|
|
|
Variable(2)
|
|
$
|
1,160,811.20
|
|
December
2036
|
|
1-117-A
|
|
|
Variable(2)
|
|
$
|
458,364.80
|
|
December
2036
|
|
1-117-B
|
|
|
Variable(2)
|
|
$
|
458,364.80
|
|
December
2036
|
|
P
|
|
|
Variable(2)
|
|
$
|
100.00
|
|
December
2036
|
|
OC
|
|
|
Variable(2)
|
|
$
|
104,607,591.34
|
|
December
2036
|
_____________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan in Loan Group 2 with the latest possible maturity date
has
been designated as the “latest possible maturity date” for each REMIC 2
Regular Interest.
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC 2 Pass-Through
Rate” in this Agreement.
|
REMIC
3
As
provided in this Agreement, the Trustee will make an election to treat the
segregated pool of assets consisting of the REMIC 1 Regular Interests and the
REMIC 2 Regular Interests as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC 3”. The Class R-3
Interest will represent the sole class of Residual Interests in REMIC 3 for
purposes of the REMIC Provisions. The following table irrevocably sets forth
the
designation, the Uncertificated REMIC 3 Pass-Through Rate, the initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
each of the REMIC 3 Regular Interests (as defined herein). None of the REMIC
3
Regular Interests will be certificated.
11
Designation
|
Uncertificated
REMIC 3
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
|||||||
1-AA
|
Variable(2)
|
$
|
1,283,801,140.49
|
February
2037
|
||||||
1-A1-A
|
Variable(2)
|
$
|
4,199,570.00
|
February
2037
|
||||||
1-A1-B
|
Variable(2)
|
|
$
|
4,245,920.00
|
February
2037
|
|||||
1-A1-C
|
Variable(2)
|
|
$
|
2,578,160.00
|
February
2037
|
|||||
1-AM
|
Variable(2)
|
|
$
|
1,224,850.00
|
February
2037
|
|||||
1-M-1
|
Variable(2)
|
$
|
170,300.00
|
February
2037
|
||||||
1-M-2
|
Variable(2)
|
|
$
|
157,200.00
|
February
2037
|
|||||
1-M-3
|
Variable(2)
|
$
|
85,150.00
|
February
2037
|
||||||
1-M-4
|
Variable(2)
|
$
|
72,050.00
|
February
2037
|
||||||
1-M-5
|
Variable(2)
|
$
|
65,500.00
|
February
2037
|
||||||
1-M-6
|
Variable(2)
|
$
|
45,850.00
|
February
2037
|
||||||
1-M-7
|
Variable(2)
|
$
|
45,850.00
|
February
2037
|
||||||
1-M-8
|
Variable(2)
|
$
|
45,850.00
|
February
2037
|
||||||
1-B
|
Variable(2)
|
$
|
58,950.00
|
February
2037
|
||||||
1-ZZ
|
Variable(2)
|
$
|
13,204,823.28
|
February
2037
|
||||||
1-IO
|
Variable(2)
|
(3)
|
February
2037
|
|||||||
1-P
|
Variable(2)
|
$
|
100.00
|
February
2037
|
||||||
2-AA
|
Variable(2)
|
$
|
403,653,688.95
|
December
2036
|
||||||
2-A
|
Variable(2)
|
$
|
3,983,040.00
|
December
2036
|
||||||
2-ZZ
|
Variable(2)
|
$
|
4,254,790.39
|
December
2036
|
||||||
2-IO
|
Variable(2)
|
(3)
|
December
2036
|
|||||||
2-P
|
Variable(2)
|
$
|
100.00
|
December
2036
|
___________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan in Loan Group 1 with the latest maturity date has been designated
as
the “latest possible maturity date” for each REMIC 3 Group 1 Regular
Interest (as defined herein), and the Distribution Date immediately
following the maturity date for the Mortgage Loan in Loan Group 2
with the
latest maturity date has been designated as the “latest possible maturity
date” for each REMIC 3 Group 2 Regular Interest (as defined
herein).
|
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 3 Pass-Through Rate”
in this Agreement.
(3)
|
REMIC
3 Regular Interest 1-IO and REMIC 3 Regular Interest 2-IO will not
have
Uncertificated Principal Balances but will accrue interest on their
respective uncertificated notional amounts calculated in accordance
with
the related definition of “Uncertificated Notional Amount”
herein.
|
REMIC
4
As
provided in this Agreement, the Trustee will make an election to treat the
segregated pool of assets consisting of the REMIC 3 Regular Interests as a
REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as “REMIC 4”. The Class R-4 Interest will represent the sole class of
Residual Interests in REMIC 4 for purposes of the REMIC Provisions.
12
The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the Initial Certificate Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each class of Certificates and interests that represents ownership of
one or more of the Regular Interests in REMIC 4 created hereunder.
Each
Certificate, other than the Class R Certificates, represents ownership of a
Regular Interest in REMIC 4 and also represents (i) the right to receive, or
the
obligation to make, as described herein, payments with respect to the related
Net WAC Shortfall Amount (as defined herein) and (ii) the obligation to pay,
or
the right to receive, as described herein, related Class IO Distribution Amounts
(as defined herein). The entitlement to principal of the Regular Interest which
corresponds to each Certificate shall be equal in amount and timing to the
entitlement to principal of such Certificate.
13
Class
Designation
|
Initial
Certificate Principal Balance
|
Pass-Through
Rate
|
Assumed
Final Maturity Date(1)
|
|||||||
Class
1-A1-A(4)
|
$
|
419,957,000
|
Variable(2)
|
February
2037
|
||||||
Class
1-A1-B(4)
|
$
|
424,592,000
|
Variable(2)
|
February
2037
|
||||||
Class
1-A1-C(4)
|
$
|
257,816,000
|
Variable(2)
|
February
2037
|
||||||
Class
1-AM(4)
|
$
|
122,485,000
|
Variable(2)
|
February
2037
|
||||||
Class
2-A(4)
|
$
|
398,304,000
|
Variable(2)
|
December
2036
|
||||||
Class
1-M-1(4)
|
$
|
17,030,000
|
Variable(2)
|
February
2037
|
||||||
Class
1-M-2(4)
|
$
|
15,720,000
|
Variable(2)
|
February
2037
|
||||||
Class
1-M-3(4)
|
$
|
8,515,000
|
Variable(2)
|
February
2037
|
||||||
Class
1-M-4(4)
|
$
|
7,205,000
|
Variable(2)
|
February
2037
|
||||||
Class
1-M-5(4)
|
$
|
6,550,000
|
Variable(2)
|
February
2037
|
||||||
Class
1-M-6(4)
|
$
|
4,585,000
|
Variable(2)
|
February
2037
|
||||||
Class
1-M-7(4)
|
$
|
4,585,000
|
Variable(2)
|
February
2037
|
||||||
Class
1-M-8(4)
|
$
|
4,585,000
|
Variable(2)
|
February
2037
|
||||||
Class
1-B(4)
|
$
|
5,895,000
|
Variable(2)
|
February
2037
|
||||||
Class
1-C
|
$
|
10,481,163.77
|
Variable(3)
|
February
2037
|
||||||
Class
2-C
|
$
|
13,587,519.34
|
Variable(3)
|
December
2036
|
||||||
Class
1-P
|
$
|
100.00
|
N/A(5)
|
February
2037
|
||||||
Class
2-P
|
$
|
100.00
|
N/A(5)
|
December
2036
|
||||||
Class
1-IO Interest
|
(6)
|
(7)
|
February
2037
|
|||||||
Class
2-IO Interest
|
(6)
|
(7)
|
December
2036
|
___________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan in Loan Group 1 with the latest maturity date has been
designated as the “latest possible maturity date” for each Regular
Interest in REMIC 4 the ownership of which is represented by the
Class
1-A, Class 1-M, Class 1-B, Class 1-C and Class 1-P Certificates and
the
Class 1-IO Interest, and the Distribution Date in the month following
the
maturity date for the Mortgage Loan in Loan Group 2 with the latest
maturity date has been designated as the “latest possible maturity date”
for each Regular Interest in REMIC 4 the ownership of which is represented
by the Class 2-A, Class 2-C and Class 2-P Certificates and the Class
2-IO
Interest.
|
(2)
|
Calculated
in accordance with the definition of “Pass-Through Rate” in this
Agreement. Each
Regular Interest in REMIC 4 which corresponds to a Class 1-A, Class
2-A,
Class 1-B or Class 1-M Certificate will have the same Pass-Through
Rate as
such Certificate, except with respect to the related Net WAC Rate.
The Net
WAC Rate for each such Regular Interest in REMIC 4 and Certificate
is
specified in the related definition of “Net WAC Rate
.”
|
(3)
|
The
Class 1-C Certificates and Class 2-C Certificates will accrue interest
at
their variable Pass-Through Rates on their Notional Balances outstanding
from time to time, which shall equal the aggregate Uncertificated
Principal Balances of the REMIC 3 Group 1 Regular Interests (other
than REMIC 3 Regular Interest 1-P) or
the REMIC 3 Group 2 Regular Interests (other than REMIC 3 Regular
Interest
2-P), respectively. The Class C Certificates will not accrue interest
on
their Certificate Principal
Balances.
|
(4)
|
This
Class of Certificates represents ownership of a Regular Interest
in REMIC
4. Any amount distributed on this Class of Certificates on any
Distribution Date in excess of the amount distributable on the related
Regular Interest in REMIC 4 on such Distribution Date shall be treated
for
federal income tax purposes as having been paid from the related
Net WAC
Shortfall Reserve Fund or the related Supplemental Interest Trust,
as
applicable, and any amount distributable on the related Regular Interest
in REMIC 4 on such Distribution Date in excess of the amount distributable
on such Class of Certificates on such Distribution Date shall be
treated
for such purposes as having been distributed to the Holders of such
Certificates and then paid by such Holders to the related Supplemental
Interest Trust, all pursuant to and as further provided in Section
4.10
and Section 4.11 hereof.
|
14
(5)
|
The
Class 1-P Certificates and Class 2-P Certificates do not accrue
interest.
|
(6)
|
For
federal income tax purposes, the Class 1-IO Interest and Class 2-IO
Interest will not have Uncertificated Principal Balances, but will
have
notional amounts equal to the Uncertificated Notional Amounts of
REMIC 3
Regular Interest 1-IO and REMIC 3 Regular Interest 2-IO,
respectively.
|
(7)
|
For
federal income tax purposes, the Class 1-IO Interest and Class 2-IO
Interest will not have Pass-Through Rates, but will be entitled to
100% of
the amounts distributed on REMIC 3 Regular Interest 1-IO and REMIC
3
Regular Interest 2-IO,
respectively.
|
15
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. Unless
otherwise specified, all calculations in respect of interest on the Class A,
Class M and Class B Certificates shall accrue on the basis of a 360-day year
and
the actual number of days in the related Accrual Period. All calculations of
interest on the Class C Certificates will be made on the basis of a 360-day
year
consisting of twelve 30-day months. The Class 1-P, Class 2-P and Class R
Certificates do not accrue interest.
“Accrual
Period”: With respect to each Class of Certificates (other than the Class C,
Class P and Class R Certificates) and the Distribution Date in January
2007,
the
period commencing on the Closing Date and ending on the day preceding the
Distribution Date in January 2007, and (ii) with respect to any Distribution
Date after the Distribution Date in January 2007, the period commencing on
the
Distribution Date in the month immediately preceding the month in which such
Distribution Date occurs and ending on the day preceding such Distribution
Date.
With respect to the Class C Certificates and any Distribution Date, the calendar
month immediately preceding such Distribution Date.
“Adjustment
Date”: As to each adjustable-rate Mortgage Loan, each date set forth in the
related Mortgage Note on which an adjustment to the interest rate on such
Mortgage Loan becomes effective.
“Advance”:
As to any Mortgage Loan, any advance made by the Sub-Servicer or Master Servicer
on any Distribution Date pursuant to Section 4.03.
“Affected
Party”: As defined in the related Interest Rate Swap Agreement.
“Affiliate”:
With respect to any Person, any other Person controlling, controlled by or
under
common control with such Person. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly
or
indirectly, whether through ownership of voting securities, by contract or
otherwise and “controlling” and “controlled” shall have meanings correlative to
the foregoing.
“Aggregate
Stated Principal Balance”: As of any date of determination, the aggregate Stated
Principal Balance of the Mortgage Loans.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof.
“Allocated
Realized Loss Amount”: With respect to any Class of Offered Certificates and any
Distribution Date, an amount equal to the sum of any Realized Loss allocated
to
that Class of Certificates on that Distribution Date (other than, with respect
to the Class 2-A Certificates, a Realized Loss which was covered by the
Certificate Guaranty Insurance Policy) and any Allocated Realized Loss Amount
for that Class remaining unpaid from any previous Distribution Date, minus
any
Subsequent Recoveries applied to such Allocated Realized Loss
Amount.
16
“Assessment
of Compliance” As defined in Section 3.20
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form, which is sufficient under the laws of the jurisdiction wherein
the related Mortgaged Property is located to reflect of record the sale of
the
Mortgage.
“Attestation
Report”: As defined in Section 3.20
“Available
Distribution Amount”: With respect to any Distribution Date and any Loan Group,
an amount equal to the amount received by the Trustee and available in the
Certificate Account on that Distribution Date. The Available Distribution Amount
will generally be equal to (i) the sum of (1) the aggregate amount of scheduled
payments on the related Mortgage Loans received or advanced that were due during
the related Due Period and (2) any unscheduled payments and receipts, including
mortgagor prepayments on such Mortgage Loans, Insurance Proceeds, Liquidation
Proceeds and Subsequent Recoveries, received during the related Prepayment
Period, minus (ii) (A) amounts reimbursable therefrom to the Trustee, the Master
Servicer and any Sub-Servicer, Master Servicing Fees, Sub-Servicing Fees, the
Policy Premium payable to the Certificate Insurer, any amounts needed to
reimburse the Master Servicer for amounts due under the Servicing Agreement
and
this Agreement to the extent such amounts have not been retained by, or paid
previously to the Master Servicer, and any amounts in respect of the premiums
payable to the PMI Insurer under the PMI Insurer Policy and (B) amounts payable
to the related Supplemental Interest Trust in respect of related Net Swap
Payments and related Swap Termination Payments other than Swap Termination
Payments payable to the related Swap Provider resulting from a Swap Provider
Trigger Event.
“Bankruptcy
Code”: The Bankruptcy Code of 1978, as amended.
“Basic
Principal Distribution Amount”: With respect to any Distribution Date and any
Loan Group, the excess of (i) the related Principal Remittance Amount for such
Distribution Date over (ii) the related Overcollateralization Release Amount,
if
any, for such Distribution Date.
“Book-Entry
Certificate”: Each class of the Offered Certificates for so long as they are
issued, maintained and transferred at the Depository.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking
institutions in California or New York (and such other state or states in which
the Custodial Account or the Certificate Account are at the time located) or
in
the city in which the Corporate Trust Office of the Trustee is located are
authorized or obligated by law or executive order to close.
“Cap
Contracts”: The Group 1 Cap Contracts or Group 2 Cap Contracts, as
applicable.
17
“Cap
Counterparties”: The Group 1 Cap Counterparties or Group 2 Cap Counterparties,
as applicable.
“Cash
Liquidation”: As to any defaulted Mortgage Loan other than a Mortgage Loan as to
which an REO Acquisition occurred, a determination by the Master Servicer that
it has received all Insurance Proceeds, Liquidation Proceeds and other payments
or cash recoveries which the Master Servicer reasonably and in good faith
expects to be finally recoverable with respect to such Mortgage
Loan.
“Certificate”:
Any Regular Certificate or Class R Certificate.
“Certificate
Account”: The trust account or accounts created and maintained pursuant to
Section 4.01, which shall be entitled Deutsche Bank National Trust Company,
in
trust for registered holders of Impac Secured Assets Corp., Mortgage
Pass-Through Certificates, Series 2006-5, and which account or accounts must
each be an Eligible Account.
“Certificate
Account Deposit Date”: With respect to any Distribution Date, the Business Day
immediately preceding such Distribution Date.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that only a Permitted Transferee shall be a holder
of a Residual Certificate for any purposes hereof and, solely for the purposes
of giving any consent pursuant to this Agreement, any Certificate registered
in
the name of the Depositor, the Sponsor, the Trustee, a subservicer or the Master
Servicer or any affiliate thereof shall be deemed not to be outstanding and
the
Voting Rights to which such Certificate is entitled shall not be taken into
account in determining whether the requisite percentage of Voting Rights
necessary to effect any such consent has been obtained, except as otherwise
provided in Section 11.01. The Trustee shall be entitled to rely upon a
certification of the Depositor or the Master Servicer in determining if any
Certificates are registered in the name of the respective affiliate. All
references in this Agreement to “Holders” or “Certificateholders” shall reflect
the rights of Certificate Owners as they may indirectly exercise such rights
through the Depository and participating members thereof, except as otherwise
specified in this Agreement; provided,
however,
that
the Trustee shall be required to recognize as a “Holder” or “Certificateholder”
only the Person in whose name a Certificate is registered in the Certificate
Register.
“Certificate
Guaranty Insurance Policy”: The certificate guaranty insurance policy issued by
the Certificate Insurer for the benefit of the Class 2-A
Certificateholders.
“Certificate
Insurer”: Ambac Assurance Corporation, a Wisconsin domiciled stock insurance
corporation, or any successor thereto as provided in the Agreement.
“Certificate
Margin” The Certificate Margin for the Offered Certificates, and for purposes of
the definition of “Group 1 Marker Rate”, “Group 2 Marker Rate”, “Group 1 Maximum
Uncertificated Accrued Interest Deferral Amount”, or “Group 2 Maximum
Uncertificated Accrued Interest Deferral Amount”, each REMIC 3 Regular Interest
for which such Certificates are Corresponding Certificates, shall
be:
18
Certificate
Margin
|
||
Class
|
(1)
|
(2)
|
1-A-1A
|
0.110%
|
0.220%
|
1-A-1B
|
0.200%
|
0.400%
|
1-A-1C
|
0.270%
|
0.540%
|
1-AM
|
0.250%
|
0.500%
|
2-A
|
0.200%
|
0.400%
|
1-M-1
|
0.300%
|
0.450%
|
1-M-2
|
0.320%
|
0.480%
|
1-M-3
|
0.340%
|
0.510%
|
1-M-4
|
0.420%
|
0.630%
|
1-M-5
|
0.450%
|
0.675%
|
1-M-6
|
0.500%
|
0.750%
|
1-M-7
|
1.050%
|
1.575%
|
1-M-8
|
1.500%
|
2.250%
|
1-B
|
1.500%
|
2.250%
|
______
(1) Initially.
(2) On
and
after the related Step-Up Date.
“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate, as reflected on the books of an indirect
participating brokerage firm for which a Depository Participant acts as agent,
if any, and otherwise on the books of a Depository Participant, if any, and
otherwise on the books of the Depository.
“Certificate
Principal Balance”: With respect to any Certificate (other than the Class 1-C,
Class 2-C and Class R Certificates) as of any date of determination, the
Initial
Certificate Principal Balance thereof, increased by any Subsequent Recoveries
allocated thereto, and reduced by the aggregate of (a) all amounts allocable
to
principal previously distributed with respect to such Certificate and (b)
any
reductions in the Certificate Principal Balance thereof deemed to have occurred
in connection with allocations of Realized Losses in the manner described
herein. With respect to the Class 1-C Certificates as of any date of
determination, an amount equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC 3 Group 1 Regular Interests,
over
(B) the then aggregate Certificate Principal Balance of the Class 1-A, Class
1-M, Class 1-B and Class 1-P Certificates then outstanding. With respect
to the
Class 2-C Certificates as of any date of determination, an amount equal to
the
excess, if any, of (A) the then aggregate Uncertificated Principal Balance
of
the REMIC 3 Group 2 Regular Interests, over (B) the then aggregate Certificate
Principal Balance of the Class 2-A Certificates and Class 2-P Certificates
then
outstanding.
“Certificate
Register”: The register maintained pursuant to Section 5.02.
“Class”:
Collectively, all of the Certificates bearing the same designation.
19
“Class
1-A Certificates”: The Class 1-A1-A, Class 1-A1-B, Class 1-A1-C and Class 1-AM
Certificates.
“Class
1-A Principal Distribution Amount”: For any Distribution Date will equal the
excess of (1) the aggregate Certificate Principal Balance of the Class 1-A
Certificates immediately prior to such Distribution Date, over (2) the lesser
of
(x) 87.00% of the aggregate Stated Principal Balance of the Group 1 Loans
for
such Distribution Date after giving effect to distributions to be made on
that
Distribution Date and (y) the aggregate Stated Principal Balance of the Group
1
Loans for such Distribution Date after giving effect to distributions to
be made
on that Distribution Date minus the Group 1 Overcollateralization
Floor.
“Class
1-A1 Certificates”: The Class 1-A1-A, Class 1-A1-B and Class 1-A1-C
Certificates.
“Class
1-C Distribution Amount”: With respect to any Distribution Date, the sum of (i)
the Monthly Interest Distributable Amount for the Class 1-C Certificates
for
such Distribution Date, (ii) any Group 1 Overcollateralization Release Amount
for such Distribution Date and (iii) without duplication, any Subsequent
Recoveries related to Loan Group 1 not distributed to the Class 1-A, Class
1-M
and Class 1-B Certificates on such Distribution Date; provided, however that
on
any Distribution Date after the Distribution Date on which the Certificate
Principal Balances of the Class 1-A, Class 1-M, Class 1-B and Class 1-P
Certificates have been reduced to zero, the Class 1-C Distribution Amount
shall
include the Group 1 Overcollateralization Amount.
“Class
1-IO Interest”: An uncertificated interest in the Trust Fund held by the Trustee
on behalf of the Supplemental Interest Trust, evidencing a Regular Interest
in
REMIC 4 for purposes of the REMIC Provisions.
“Class
1-M Certificates”: The Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class
1-M-5, Class 1-M-6, Class 1-M-7 and Class 1-M-8 Certificates.
“Class
2-A Principal Distribution Amount”: For any Distribution Date will equal the
excess of (1) the aggregate Certificate Principal Balance of the Class 2-A
Certificates immediately prior to such Distribution Date, over (2) the lesser
of
(x) 88.70% of the aggregate Stated Principal Balance of the Group 2 Loans
for
such Distribution Date after giving effect to distributions to be made on
that
Distribution Date and (y) the aggregate Stated Principal Balance of the Group
2
Loans for such Distribution Date after giving effect to distributions to
be made
on that Distribution Date minus the Group 2 Overcollateralization
Floor.
“Class
2-C Distribution Amount”: With respect to any Distribution Date, the sum of (i)
the Monthly Interest Distributable Amount for the Class 2-C Certificates
for
such Distribution Date, (ii) any Group 2 Overcollateralization Release Amount
for such Distribution Date and (iii) without duplication, any Subsequent
Recoveries related to Loan Group 2 not distributed to the Class 2-A Certificates
on such Distribution Date; provided, however that on any Distribution Date
after
the Distribution Date on which the Certificate Principal Balances of the
Class
2-A Certificates and Class 2-P Certificates have been reduced to zero, the
Class
2-C Distribution Amount shall include the Group 2 Overcollateralization
Amount.
20
“Class
2-IO Interest”: An uncertificated interest in the Trust Fund held by the Trustee
on behalf of the Supplemental Interest Trust, evidencing a Regular Interest
in
REMIC 4 for purposes of the REMIC Provisions.
“Class
A
Certificates”: The Class 1-A and Class 2-A Certificates.
“Class
C
Certificates ”: The Class 1-C Certificates and Class 2-C
Certificates.
“Class
IO
Interests”: The Class 1-IO Interest and Class 2-IO Interest.
“Class
IO
Distribution Amount”: Any of the Group 1 Class IO Distribution Amount or the
Group 2 Class IO Distribution Amount.
“Class
P
Certificates ”: The Class 1-P Certificates and Class 2-P
Certificates.
“Class
R
Certificate”: Any one of the Class R Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit B-4, evidencing
the
ownership of the Class R-1 Interest, Class R-2 Interest, Class R-3 Interest
and
Class R-4 Interest.
“Class
R-1 Interest”: The uncertificated Residual Interest in REMIC 1.
“Class
R-2 Interest”: The uncertificated Residual Interest in REMIC 2.
“Class
R-3 Interest”: The uncertificated Residual Interest in REMIC 3.
“Class
R-4 Interest”: The uncertificated Residual Interest in REMIC 4.
“Closing
Date”: December 21, 2006.
“Code”:
The Internal Revenue Code of 1986.
“Collateral
Account One”: Shall mean the segregated trust account created and maintained by
Custodian One pursuant to Section 4.14(a) hereof.
“Collateral
Account Two”: Shall mean the segregated trust account created and maintained by
Custodian Two pursuant to Section 4.14(b) hereof.
“Collateral
Account Three”: Shall mean the segregated trust account created and maintained
by Custodian Three pursuant to Section 4.14(c) hereof.
“Collateral
Account Four”: Shall mean the segregated trust account created and maintained by
Custodian Four pursuant to Section 4.14(d) hereof.
“Collateral
Value”: The appraised value of a Mortgaged Property based upon the lesser of (i)
the appraisal (as reviewed and approved by the Sponsor) made at the time
of the
origination of the related Mortgage Loan, or (ii) the sales price of such
Mortgaged Property at such time of origination. With respect to a Mortgage
Loan
the proceeds of which were used to refinance an existing mortgage loan, the
appraised value of the Mortgaged Property based upon the appraisal (as reviewed
and approved by the Sponsor) obtained at the time of refinancing.
21
“Commission”:
The Securities and Exchange Commission.
“Compensating
Interest”: With respect to any Distribution Date, any payments made by the
Subservicer or the Master Servicer from its own funds to cover Prepayment
Interest Shortfalls, which shall be equal to the lesser of (x) the sum of
the
related Master Servicing and related Sub-Servicing Fees (not including such
portion that represents the Excess Servicing Strip) for the related Distribution
Date, and (y) the related Prepayment Interest Shortfall for such Distribution
Date.
“Countrywide”:
Countrywide Home Loans Servicing LP, or its successor in interest.
“Corporate
Trust Office”: The principal corporate trust office of the Trustee at which at
any particular time its corporate trust business related to this Agreement
shall
be administered, which office at the date of the execution of this Agreement
is
located at 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000, Attention:
Corporate Trust, Impac Secured Assets Corp. Series 2006-5 (IM06S5).
“Corresponding
Certificate”: With respect to each REMIC 3 Regular Interest (other than REMIC 3
Regular Interests 1-AA, 2-AA, 1-ZZ, 2-ZZ, 1-IO and 2-IO), the Certificate
with
the corresponding designation. With respect to each REMIC 4 Regular Interest
(other than the Class IO Interests), the related Certificate representing
an
ownership therein.
“Credit
Enhancement Percentage”: For any Distribution Date and any Loan Group is the
percentage equivalent of a fraction, the numerator of which is equal to (a)
the
excess of (i) the Aggregate Stated Principal Balance of the related Mortgage
Loans for such Distribution Date (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) over (ii) (1) before the Certificate Principal Balances of the related
Class A Certificates have been reduced to zero, the sum of the Certificate
Principal Balances of the related Class A Certificates, (after taking into
account distribution of the related Principal Distribution Amount for such
Distribution Date) or (2) after such time, the Certificate Principal Balance
of
the most senior class of related Subordinate Certificates outstanding (after
taking into account distribution of the related Principal Distribution Amount
for such distribution date), and the denominator of which is equal to (b)
the
Aggregate Stated Principal Balance of the related Mortgage Loans for such
Distribution Date (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period).
“Credit
Support Annex One”: The credit support annex, dated as of December 21, 2006,
between the Group 1 Supplemental Interest Trust Trustee and Wachovia Bank,
N.A.
“Credit
Support Annex Two”: The credit support annex, dated as of December 21, 2006,
between the Group 2 Supplemental Interest Trust Trustee and Wachovia Bank,
N.A.
“Credit
Support Annex Three”: The credit support annex, dated as of December 21, 2006,
between the Group 1 Supplemental Interest Trust Trustee and Bank of America,
N.A.
22
“Credit
Support Annex Four”: The credit support annex, dated as of December 21, 2006,
between the Group 2 Supplemental Interest Trust Trustee and Bear Xxxxxxx
Financial Products Inc.
“Cross
Collateralized Loss Payments”: For any payment date and each Loan Group, the
amount, if any, of Crossable Excess from such Loan Group available to cover
Crossable Losses in the other Loan Group as provided in Sections 4.01(l)(v)
and
(m)(iv) below.
“Crossable
Excess”: With respect to Loan Group 1 and Loan Group 2 and any Distribution
Date, an amount equal to the related Net Monthly Excess Cashflow remaining
after
distributions made pursuant to Sections 4.01(l)(iv) and (m)(iii) below,
respectively.
“Crossable
Losses”: With respect to either Loan Group and any Distribution Date, an amount
equal to any Realized Losses suffered by any Mortgage Loan in such Loan Group,
to the extent that such Realized Losses have not been covered by related
Net
Monthly Excess Cashflow on such Distribution Date, and any previously
unreimbursed Realized Losses suffered by any Mortgage Loans in such Loan
Group
to the extent such Realized Losses have not been covered by related and
non-related Net Monthly Excess Cashflow on prior Distribution Dates.
“Current
Report The Current Report pursuant to Section 13 or 15(d) of the Exchange
Act.
“Curtailment”:
Any Principal Prepayment made by a Mortgagor which is not a Principal Prepayment
in Full.
“Custodial
Account”: The custodial account or accounts created and maintained pursuant to
Section 3.10 in the name of a depository institution, as custodian for the
Holders of the Certificates. Any such account or accounts shall be an Eligible
Account.
“Custodian”:
Deutsche Bank National Trust Company.
“Custodian
One”: As defined in Section 4.14(a).
“Custodian
Two”: As defined in Section 4.14(b).
“Custodian
Three”: As defined in Section 4.14(c).
“Custodian
Four”: As defined in Section 4.14(d).
“Cut-off
Date”: With respect to the Mortgage Loans, December 1, 2006. References herein
to the “Cut-off Date,” when used with respect to more than one Mortgage Loan,
shall be to the respective Cut-off Dates for such Mortgage Loans.
“Cut-off
Date Balance”: Any of the Group 1 Cut-off Date Balance or Group 2 Cut-off Date
Balance, as applicable.
23
“Debt
Service Coverage Ratio”: With respect to any multifamily loan at any given time,
the ratio of (i) the net cashflow of the related mortgaged property for a
twelve
month period to (ii) the annualized scheduled payments on the mortgage loan.
“Defaulted
Mortgage Loan” means any Mortgage Loan as to which the Mortgagor has failed to
make unexcused three or more consecutive scheduled Monthly
Payments.
“Defaulting
Party”: As defined in the Interest Rate Swap Agreement.
“Deficiency
Amount”: As applied to the Class 2-A Certificates, (A) with respect to each
Distribution Date prior to the Final Scheduled Distribution Date, an amount
equal to the sum of (i) the excess, if any, of (a) the aggregate amount of
the
Monthly Interest Distributable Amount on the Class 2-A Certificates for that
Distribution Date over (b) the funds available to make payment thereof
pursuant
to Article IV of this Agreement
for that
Distribution Date and (ii) the amount of any Realized Losses allocated to
the
Class 2-A Certificates for such Distribution Date; and (B) with respect to
the
Final Scheduled Distribution Date and the Class 2-A Certificates, an amount
equal to the sum of (i) the excess, if any, of (a) the amount of the Monthly
Interest Distributable Amount on the Class 2-A Certificates for the Final
Scheduled Distribution Date over (b) the funds available to make payment
thereof
pursuant to Article IV of this Agreement for the Final Scheduled Distribution
Date and (ii) the outstanding Certificate Principal Balance of the Class
2-A
Certificates due on the Final Scheduled Distribution Date to the extent not
paid
from the related Available Distribution Amount on the Final Scheduled
Distribution Date. Any Deficiency Amount shall not include any Prepayment
Interest Shortfalls, any Relief Act Shortfalls or any Net WAC Shortfall Amounts.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation by a court of
competent jurisdiction of the Mortgaged Property in an amount less than the
then
outstanding indebtedness under the Mortgage Loan, or any reduction in the
amount
of principal to be paid in connection with any scheduled Monthly Payment
that
constitutes a permanent forgiveness of principal, which valuation or reduction
results from a proceeding under the Bankruptcy Code.
“Definitive
Certificate”: Any definitive, fully registered Certificate.
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced with a Qualified
Substitute Mortgage Loan.
“Depositor”
Impac Secured Assets Corp., or its successor in interest.
“Depository”:
The Depository Trust Company, or any successor Depository hereafter named.
The
nominee of the initial Depository for purposes of registering those Certificates
that are to be Book-Entry Certificates is Cede & Co. The Depository shall at
all times be a “clearing corporation” as defined in Section 8-102(5) of the
Uniform Commercial Code of the State of New York and a “clearing agency”
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended.
“Depository
Participant”: A broker, dealer, bank or other financial institutions or other
Person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
24
“Derivative
Account”: The Group 1 Derivative Account or Group 2 Derivative Account, as
applicable.
“Determination
Date”: With respect to any Distribution Date, the 15th day of the month in which
such Distribution Date occurs or, if such day is not a Business Day, on the
immediately preceding Business Day.
“Disqualified
Organization”: Any organization defined as a “disqualified organization” under
Section 860E(e)(5) of the Code, which includes any of the following: (i)
the
United States, any State or political subdivision thereof, any possession
of the
United States, or any agency or instrumentality of any of the foregoing (other
than an instrumentality which is a corporation if all of its activities are
subject to tax and, except for the Xxxxxxx Mac, a majority of its board of
directors is not selected by such governmental unit), (ii) a foreign government,
any international organization, or any agency or instrumentality of any of
the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed
by
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code
on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any other
Person so designated by the Trustee based upon an Opinion of Counsel that
the
holding of an Ownership Interest in a Class R Certificate by such Person
may
cause REMIC 1, REMIC 2, REMIC 3 or REMIC 4 or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise
be
imposed but for the Transfer of an Ownership Interest in a Class R Certificate
to such Person. The terms “United States”, “State” and “international
organization” shall have the meanings set forth in Section 7701 of the Code or
successor provisions.
“Distribution
Date”: The 25th day of any month, or if such 25th day is not a Business Day, the
Business Day immediately following such 25th day, commencing in January
2007.
“Distribution
Report” The Asset-Backed Issuer Distribution Report pursuant to Section 13 or
15(d) of the Exchange Act.
“Due
Date”: With respect to each Mortgage Loan, the first day of the month of the
related Distribution Date.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the month preceding the month of such Distribution Date (or,
with
respect to the first Due Period, the day following the Cut-off Date) and
ending
on the first day of the month in which such Distribution Date
occurs.
“Eligible
Account”: Any of (i) a segregated account maintained with a federal or state
chartered depository institution (A) the short-term obligations of which
are
rated A-1+ or better by Standard & Poor's and P-1 by Moody's at the time of
any deposit therein or if such account is maintained with PNC Bank, National
Association, rated no less than A-1 by Standard & Poor’s and no less than
P-1 by Moody’s or (B) insured by the FDIC (to the limits established by such
Corporation), the uninsured deposits in which account are otherwise secured
such
that, as evidenced by an Opinion of Counsel (obtained by the Person requesting
that the account be held pursuant to this clause (ii)) delivered to the Trustee
prior to the establishment of such account, the Certificateholders will have
a
claim with respect to the funds in such account and a perfected first priority
security interest against any collateral (which shall be limited to Permitted
Investments, each of which shall mature not later than the Business Day
immediately preceding the Distribution Date next following the date of
investment in such collateral or the Distribution Date if such Permitted
Investment is an obligation of the institution that maintains the Certificate
Account, Insurance Account or Custodial Account) securing such funds that
is
superior to claims of any other depositors or general creditors of the
depository institution with which such account is maintained, (ii) a segregated
trust account or accounts maintained with a federal or state chartered
depository institution or trust company subject to regulations regarding
fiduciary funds on deposit similar to Title 12 of the Code of Federal
Regulations Section 9.10(b), which, in either case, has corporate trust powers,
acting in its fiduciary capacity or (iii) a segregated account or accounts
of a
depository institution acceptable to the Rating Agencies (as evidenced in
writing by the Rating Agencies that use of any such account as the Custodial
Account or the Certificate Account will not have an adverse effect on the
then-current ratings assigned to the Classes of the Certificates then rated
by
the Rating Agencies). Eligible Accounts may bear interest.
25
“Estimated
Swap Termination Payment”: As defined in the Interest Rate Swap
Agreement.
“Event
of
Default”: One or more of the events described in Section 7.01.
“Excess
Proceeds”: As defined in Section 3.22.
“Excess
Servicing Strip”: With respect to any Group 2 Loan that has not become a
Specially Serviced Group 2 Loan, that portion of the related Sub-Servicing
Fee
computed at a rate equal to the excess of (a) 0.25% (25 basis points) per
annum
over (b) 0.14% (14 basis points) per annum. With respect to any Group 2 Loan
that has become a Specially Serviced Group 2 Loan, that portion of the related
Sub-Servicing Fee computed at a rate equal to the excess of (a) 0.75% (75
basis
points) per annum over (b) 0.64% (64 basis points) per annum.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
“Extra
Principal Distribution Amount”: With respect to any Distribution Date and Loan
Group, the lesser of (x) the related Overcollateralization Deficiency Amount
for
such Distribution Date and (y) the sum of (1) the related Net Monthly Excess
Cashflow Amount for such Distribution Date and (2) amounts available from
the
related Supplemental Interest Trust to pay principal as provided in Section
4.01(n)(iii) and 4.01(o)(iii), as applicable, hereof.
“Xxxxxx
Xxx” Xxxxxx Xxx (formerly, Federal National Mortgage Association) or any
successor thereto.
“FDIC”:
Federal Deposit Insurance Corporation or any successor.
26
“Final
Scheduled Distribution Date”: With respect to the Group 1 Certificates, the
Distribution Date occurring in February 2037. With respect to the Class 2-A
Certificates, the Distribution Date occurring in December 2036.
“Xxxxxxx
Mac”: Federal Home Loan Mortgage Corporation or any successor.
“GMAC”:
GMAC Mortgage Corporation, or an Affiliate thereof.
“Gross
Margin”: With respect to any Mortgage Loan, the percentage set forth as the
“Gross Margin” for such Mortgage Loan on the Mortgage Loan Schedule, as adjusted
from time to time in accordance with the terms of this Agreement.
“Group
1
Cap Contracts”: The letter of agreement dated December 21, 2006, between
Wachovia Bank, N.A., as cap counterparty and Deutsche Bank National Trust
Company, not in its individual capacity, but solely as Group 1 Supplemental
Interest Trust Trustee and the letter of agreement dated December 21, 2006,
between Bank of America, N.A., as cap counterparty and Deutsche Bank National
Trust Company, not in its individual capacity, but solely as Group 1
Supplemental Interest Trust Trustee.
“Group
1
Cap Counterparties”: Wachovia Bank, N.A. and Bank of America, N.A.
“Group
1
Certificates”: The Class 1-A, Class 1-M and Class 1-B Certificates.
“Group
1
Class IO Distribution Amount”: As defined in Section 4.10 hereof. For purposes
of clarity, the Group 1 Class IO Distribution Amount for any Distribution
Date
shall equal the amount payable to the Group I Supplemental Interest Trust
with
respect to the Group 1 Interest Rate Swap Agreement pursuant to the first
and
third sentences of Section 4.01(a) (fifth paragraph) on such Distribution
Date
in excess of the amount payable on the Class 1-IO Interest on such Distribution
Date, all as further provided in Section 4.10 hereof.
“Group
1
Cut-off Date Balance”: With respect to any Mortgage Loan in Loan Group 1, the
Stated Principal Balance thereof as of the Cut-off Date.
“Group
1
Derivative Account”: As defined in Section 4.10(i).
“Group
1
Derivative Contract”: Any of the Group 1 Cap Contracts or the Group 1 Interest
Rate Swap Agreement, as applicable.
“Group
1
Derivative Termination Payment”: Any termination payment due under a Group 1
Derivative Contract upon the early termination of such Group 1 Derivative
Contract.
“Group
1
Estimated Swap Termination Payment”: As defined in the Group 1 Interest Rate
Swap Agreement.
“Group
1
Interest Rate Swap Agreement”: An interest rate swap agreement, dated as of
December 21, 2006, between the Group 1 Supplemental Interest Trust by Deutsche
Bank National Trust Company, as Group 1 Supplemental Interest Trust Trustee
on
behalf of the Group 1 Supplemental Interest Trust, and Wachovia Bank, N.A.,
as
Swap Provider for the benefit of the Class 1-A, Class 1-M and Class 1-B
Certificates, which agreement provides for Net Swap Payments and Swap
Termination Payments to be paid, as provided therein, together with any
schedules, confirmations or other agreements relating thereto, a form of
which
is attached hereto as Exhibit M.
27
“Group
1
Loans”: The Mortgage Loans in Loan Group 1.
“Group
1
Marker Rate”: With respect to the Class 1-C Certificates and any Distribution
Date, a per annum rate equal to two (2) times the weighted average of the
Uncertificated REMIC 3 Pass-Through Rates for each REMIC 3 Group 1 Regular
Interest for which a Class 1-A, Class 1-M or Class 1-B Certificate is the
Corresponding Certificate and REMIC 3 Regular Interest 1-ZZ, with the rate
on
each such REMIC 3 Group 1 Regular Interest (other than REMIC 3 Regular Interest
1-ZZ) subject to a cap equal to the least of (i) LIBOR plus the Certificate
Margin for the Corresponding Certificate for such Distribution Date, (ii)
11.50%
per annum and (iii) the Group 1 Net WAC Rate for the REMIC 4 Regular Interest
the ownership of which is represented by the Corresponding Certificate for
such
Distribution Date for the purpose of this calculation, and with the rate
on
REMIC 3 Regular Interest 1-ZZ subject to a cap of zero for the purpose of
this
calculation; provided, however, that solely for this purpose, the related
cap
with respect to each such REMIC 3 Group 1 Regular Interest (other than REMIC
3
Regular Interest 1-ZZ) shall be multiplied by a fraction, the numerator of
which
is 30 and the denominator of which is the actual number of days in the related
Accrual Period.
“Group
1
Maximum Uncertificated Accrued Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (i) the sum of (x) accrued interest at the
Uncertificated REMIC 3 Pass-Through Rate applicable to REMIC 3 Regular Interest
1-ZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest 1-ZZ minus the REMIC 3 Group
1
Overcollateralized Amount, in each case for such Distribution Date and (y)
1.00%
of the accrued interest on REMIC 3 Regular Interest 1-P at the applicable
Uncertificated REMIC 3 Pass-Through Rate for such Distribution Date, over
(ii)
the aggregate amount of Uncertificated Accrued Interest for such Distribution
Date on the REMIC 3 Group 1 Regular Interests for which the Class 1-A, Class
1-M
and Class 1-B Certificates are the Corresponding Certificates, with the rate
on
each such REMIC 3 Group 1 Regular Interest subject to a cap equal to the
least
of (i) LIBOR plus the Certificate Margin for the Corresponding Certificate
for
such Distribution Date, (ii) 11.50% per annum and (iii) the Group 1 Net WAC
Rate
for the REMIC 4 Regular Interest the ownership of which is represented by
the
Corresponding Certificate for such Distribution Date for the purpose of this
calculation; provided, however, that solely for this purpose, the related
cap
with respect to each such REMIC 3 Group 1 Regular Interest shall be multiplied
by a fraction, the numerator of which is 30 and the denominator of which
is the
actual number of days in the related Accrual Period.
“Group
1
Net Mortgage Rate”: The weighted average of the Net Mortgage Rates of the Group
1 Loans weighted on the basis of the Stated Principal Balances of the Group
1
Loans as of the related Due Date (prior to giving effect to any reduction
in the
Stated Principal Balances of such Mortgage Loans on such Due Date).
“Group
1
Net Swap Payment”: With respect to each Distribution Date, the net payment
required to be made pursuant to the terms of the Group 1 Interest Rate Swap
Agreement by either the Group 1 Swap Provider or the Group 1 Supplemental
Interest Trust, which net payment shall not take into account any Group 1
Swap
Termination Payment.
28
“Group
1
Net WAC Rate”: With respect to the Class 1-A, Class 1-M and Class 1-B
Certificates and any Distribution Date, a per annum rate equal to the excess,
if
any, of (A) a per annum rate equal to the Group 1 Net Mortgage Rate over
(B) the
sum of (1) a per annum rate equal to the Net Swap Payment with respect to
the
Group 1 Interest Rate Swap Agreement payable to the Group 1 Swap Provider
on
such Distribution Date, divided by the outstanding Stated Principal Balance
of
the Group 1 Loans as of the first day of the calendar month preceding the
month
in which the Distribution Date occurs, multiplied by 12, and (2) a per annum
rate equal to any Swap Termination Payment with respect to the Group 1 Interest
Rate Swap Agreement not due to a Swap Provider Trigger Event payable to the
Group 1 Swap Provider on such Distribution Date, divided by the outstanding
Stated Principal Balance of the Group 1 Loans as of the first day of the
calendar month preceding the month in which the Distribution Date occurs,
multiplied by 12. The Group 1 Net WAC Rate will be adjusted to an effective
rate
reflecting the accrual of interest on an actual/360 basis. With respect to
any
Distribution Date and the REMIC 4 Regular Interests the ownership of which
is
represented by the Class 1-A, Class 1-M and Class 1-B Certificates, a per
annum
rate equal to the weighted average (adjusted for the actual number of days
elapsed in the related Accrual Period) of the Uncertificated REMIC 3
Pass-Through Rates on the REMIC 3 Group 1 Regular Interests (other than REMIC
3
Regular Interest 1-IO), weighted on the basis of the Uncertificated Principal
Balances of each such REMIC 3 Group 1 Regular Interest immediately prior
to such
Distribution Date.
“Group
1
Net
WAC
Shortfall Reserve Fund”: A reserve fund established by the Trustee for the
benefit of the Holders of the Group 1 Certificates and the Class 1-C
Certficates, and funded on the Closing Date by or on behalf of the Depositor
with an amount equal to the Group 1 Net WAC Shortfall Reserve Fund Deposit.
The
Group 1 Net WAC Shortfall Reserve Fund is an “outside reserve fund” within the
meaning of Treasury regulation Section 1.860G-2(h), which is not an asset
of any
REMIC, the ownership of which is evidenced by the Class 1-C Certificates,
and
which is established and maintained pursuant to Section 4.08.
“Group
1
Net WAC Shortfall Reserve Fund Deposit”: With respect to the Group 1 Net WAC
Shortfall Reserve Fund, an amount equal to $5,000, which the Depositor shall
fund initially pursuant to Section 4.08 hereof.
“Group
1
Optional Termination”: As defined in Section 9.01(b) of this
Agreement.
“Group
1
Overcollateralization Deficiency Amount”: With respect to any Distribution Date,
the amount, if any, by which the Group 1 Overcollateralization Target Amount
exceeds the Group 1 Overcollateralized Amount on such Distribution Date (after
giving effect to distributions in respect of the related Basic Principal
Distribution Amount on such Distribution Date).
“Group
1
Overcollateralization Floor”: With respect to any Distribution Date, 0.50% of
the Group 1 Cut-off Date Balance.
29
“Group
1
Overcollateralization Release Amount”: With respect to any Distribution Date,
the lesser of (x) the related Principal Remittance Amount for such Distribution
Date and (y) the excess, if any, of (i) the Group 1 Overcollateralized Amount
for such Distribution Date (assuming that 100% of the related Principal
Remittance Amount is applied as a principal payment on such Distribution
Date)
over (ii) the Group 1 Overcollateralization Target Amount for such Distribution
Date.
“Group
1
Overcollateralization Target Amount”: With respect to any Distribution Date
prior to the Group 1 Stepdown Date, 0.80% of the Group 1 Cut-off Date Balance.
With respect to any Distribution Date on or after the Group 1 Stepdown Date,
the
greater of (x) 1.60% of the aggregate Stated Principal Balance of the Group
1
Loans and (y) the Group 1 Overcollateralization Floor; provided, however,
that
if a Group 1 Trigger Event is in effect on any Distribution Date, the Group
1
Overcollateralization Target Amount will be equal to the Group 1
Overcollateralization Target Amount on the prior Distribution Date.
“Group
1
Overcollateralized Amount”: For any Distribution Date, the amount, if any, by
which (i) the aggregate Stated Principal Balance of the related mortgage
loans
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, unscheduled collections of
principal received during the related Prepayment Period and any Realized
Losses
on the mortgage loans during the related Prepayment Period), exceeds (ii)
the
aggregate Certificate Principal Balance of the Class 1-A, Class 1-M, Class
1-B
and the Class 1-P Certificates as of such Distribution Date (after giving
effect
to distributions in respect of the related Principal Remittance Amount to
be
made on such Distribution Date).
“Group
1
Schedule”: The ISDA schedule, dated as of December 21, 2006, between the Group 1
Supplemental Interest Trust Trustee and Wachovia Bank, N.A.
“Group
1
Stepdown Date”: The earlier of (i) the first Distribution Date after the
Distribution Date on which the aggregate Certificate Principal Balance of
the
Class 1-A Certificates have been reduced to zero and (ii) the later to occur
of
(x) the Distribution Date occurring in January 2010 and (y) the first
Distribution Date on which the aggregate Certificate Principal Balance of
the
Class 1-A Certificates (calculated for this purpose only after taking into
account the receipt of principal on the related mortgage loans, but prior
to any
distribution of principal to the holders of the related certificates) is
less
than or equal to approximately 87.00% of the aggregate principal balance
of the
Group 1 Loans, calculated after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period.
“Group
1
Step-Up Date”: The first Distribution Date following the first month in which
the aggregate unpaid principal balance of the Group 1 Loans, and properties
acquired in respect thereof, remaining in the trust has been reduced to less
than or equal to 10% of the aggregate Group 1 Cut-off Date Balance.
“Group
1
Subordinate Class Principal Distribution Amount”: For any class of Class 1-M-1,
Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7,
Class 1-M-8 and Class 1-B Certificates and any Distribution Date, the excess
of
(1) the sum of (a) the aggregate Certificate Principal Balance of the Class
1-A
Certificates (after taking into account distribution of the Class 1-A Principal
Distribution Amount for such Distribution Date), (b) the aggregate Certificate
Principal Balance of any class(es) of Class 1-M-1, Class 1-M-2, Class 1-M-3,
Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7 and Class 1-M-8 that are
senior to the subject class (in each case, after taking into account
distribution of the Group 1 Subordinate Class Principal Distribution Amount(s)
for such more senior class(es) of Certificates for such Distribution Date)
and
(c) the Certificate Principal Balance of the subject class of Class 1-M-1,
Class
1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class
1-M-8 and Class 1-B Certificates immediately prior to such Distribution Date
over (2) the lesser of (a) the product of (x) 100% minus the Stepdown Target
Subordination Percentage for the subject class of Certificates and (y) the
aggregate Stated Principal Balance of the Group 1 Loans for such Distribution
Date and (b) the aggregate Stated Principal Balance of the Group 1 Loans
for
such Distribution Date minus the Group 1 Overcollateralization Floor; provided,
however, that if such class of Class 1-M-1, Class 1-M-2, Class 1-M-3, Class
1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 or Class 1-B
Certificates is the only class of Group 1 Subordinate Certificates outstanding
on such Distribution Date, that class will be entitled to receive the entire
remaining related Principal Distribution Amount until the Certificate Principal
Balance thereof is reduced to zero.
30
“Group
1
Supplemental Interest Trust”: The corpus of a trust created pursuant to Section
4.10 of this Agreement and designated as the “Group 1 Supplemental Interest
Trust,” consisting of the Group 1 Interest Rate Swap Agreement, the Group 1
Derivative Account, the Group 1 Cap Contracts and the Class 1-IO Interest.
For
the avoidance of doubt, the Group 1 Supplemental Interest Trust does not
constitute a part of the Trust Fund.
“Group
1
Supplemental Interest Trust Trustee”: Deutsche Bank National Trust Company, or
its successor in interest, or any successor trustee appointed as herein
provided.
“Group
1
Swap Optional Termination Payment”: As defined in Section 9.01(b)
hereof.
“Group
1
Swap Provider”: The swap provider under the Group 1 Interest Rate Swap Agreement
either (a) entitled to receive payments from the Group 1 Supplemental Interest
Trust from amounts payable by the Trust Fund with respect to the Mortgage
Loans
under this Agreement or (b) required to make payments to the Group 1
Supplemental Interest Trust for payment to the Trust Fund with respect to
the
Mortgage Loans, in either case pursuant to the terms of the Group 1 Interest
Rate Swap Agreement, and any successor in interest or assign. Initially,
the
Group 1 Swap Provider shall be Wachovia Bank, N.A.
“Group
1
Trigger Event”: A Group 1 Trigger Event is in effect with respect to any
Distribution Date with respect to the Group 1 Loans if:
(1) the
average three-month rolling percentage obtained by dividing (x) Aggregate
Stated
Principal Balance of the Group 1 Loans that are 60 or more days delinquent
(including for this purpose any such mortgage loans in foreclosure, Mortgage
Loans with respect to which the related Mortgaged Property has been acquired
by
the trust, and Mortgage Loans discharged due to bankruptcy) by (y) the Aggregate
Stated Principal Balance of the Mortgage Loans, in each case, as of the last
day
of the previous calendar month, exceeds 43.00% multiplied by the related
Credit
Enhancement Percentage; or
31
(2) the
cumulative amount of Realized Losses incurred on the Group 1 Loans from the
Cut-off Date through the end of the calendar month immediately preceding
such
Distribution Date divided by the Group 1 Cut-off Date Balance exceeds (i)
0.30%
with respect to the Distribution Date occurring in January 2009, plus an
additional 1/12th of 0.40% for each month thereafter up to and including
the
Distribution Date in December 2009, (ii) 0.70% with respect to the Distribution
Date occurring in January 2010, plus an additional 1/12th of 0.50% for each
month thereafter up to and including the Distribution Date in December 2010,
(iii) 1.20% with respect to the Distribution Date occurring in January 2011,
plus an additional 1/12th of 0.50% for each month thereafter up to and including
the Distribution Date in December 2011, (iv) 1.70% with respect to any
Distribution Date occurring in January 2012, plus an additional 1/12th of
0.35%
for each month thereafter up to and including the Distribution Date in December
2012 and (v) 2.05% with respect to any Distribution Date occurring in January
2013 and thereafter.
For
purposes of the foregoing calculation, a Mortgage Loan is considered “60 days”
delinquent if a payment due on the first day of a month has not been received
by
the second day of the second following month.
“Group
2
Cap Contracts”: The letter of agreement dated December 21, 2006, between
Wachovia Bank, N.A., as cap counterparty and Deutsche Bank National Trust
Company, not in its individual capacity, but solely as Group 2 Supplemental
Interest Trust Trustee and the letter of agreement dated December 21, 2006,
between Bear Xxxxxxx Financial Products Inc., as cap counterparty and the
Group
2 Supplemental Interest Trust relating to Impac Secured Assets Corp., Mortgage
Pass-Through Certificates, Series 2006-5 by Deutsche Bank National Trust
Company, not in its individual capacity, but solely as Group 2 Supplemental
Interest Trust Trustee.
“Group
2
Cap Counterparties”: Wachovia Bank, N.A. and Bear Xxxxxxx Financial Products
Inc.
“Group
2
Class IO Distribution Amount”:
As
defined in Section 4.11 hereof. For purposes of clarity, the Group 2 Class
IO
Distribution Amount for any Distribution Date shall equal the amount payable
to
the Group 2 Supplemental Interest Trust with respect to the Group 2 Interest
Rate Swap Agreement pursuant to the first and third sentences of Section
4.01(a)
(fifth paragraph) on such Distribution Date in excess of the amount payable
on
the Class 2-IO Interest on such Distribution Date, all as further provided
in
Section 4.11 hereof.
“Group
2
Cut-off Date Balance”: With respect to any Mortgage Loan in Loan Group 2, the
Stated Principal Balance thereof as of the Cut-off Date.
“Group
2
Derivative Account”: As defined in Section 4.11(i).
“Group
2
Derivative Contract”: Any of the Group 2 Cap Contracts or the Group 2 Interest
Rate Swap Agreement, as applicable.
32
“Group
2
Derivative Termination Payment”: Any termination payment due under a Group 2
Derivative Contract upon the early termination of such Group 2 Derivative
Contract.
“Group
2
Estimated Swap Termination Payment”: As defined in the Group 2 Interest Rate
Swap Agreement.
“Group
2
Marker Rate”: With respect to the Class 2-C Certificates and any Distribution
Date, a per annum rate equal to two (2) times the weighted average of the
Uncertificated REMIC 3 Pass-Through Rates for REMIC 3 Regular Interest 2-A
and
REMIC 3 Regular Interest 2-ZZ, with the rate on REMIC 3 Regular Interest
2-A
subject to a cap equal to the least of (i) LIBOR plus the Certificate Margin
for
the Corresponding Certificate for such Distribution Date, plus the Policy
Premium Rate, (ii) 11.50% per annum, plus the Policy Premium Rate, and (iii)
the
Group 2 Net WAC Rate for the REMIC 4 Regular Interest the ownership of which
is
represented by the Corresponding Certificate for such Distribution Date for
the
purpose of this calculation, and with the rate on REMIC 3 Regular Interest
2-ZZ
subject to a cap of zero for the purpose of this calculation; provided, however,
that solely for this purpose, the related cap with respect to REMIC 3 Regular
Interest 2-A shall be multiplied by a fraction, the numerator of which is
30 and
the denominator of which is the actual number of days in the related Accrual
Period.
“Group
2
Maximum Uncertificated Accrued Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (i) the sum of (x) accrued interest at the
Uncertificated REMIC 3 Pass-Through Rate applicable to REMIC 3 Regular Interest
2-ZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest 2-ZZ minus the REMIC 3 Group
2
Overcollateralized Amount, in each case for such Distribution Date and (y)
1.00%
of the accrued interest on REMIC 3 Regular Interest 2-P at the applicable
Uncertificated REMIC 3 Pass-Through Rate for such Distribution Date, over
(ii)
the aggregate amount of Uncertificated Accrued Interest for such Distribution
Date on REMIC 3 Regular Interest 2-A, with the rate on such REMIC 3 Regular
Interest subject to a cap equal to the least of (i) LIBOR plus the Certificate
Margin for the Corresponding Certificate for such Distribution Date, plus
the
Policy Premium Rate, (ii) 11.50% per annum, plus the Policy Premium Rate,
and
(iii) the Group 2 Net WAC Rate for the REMIC 4 Regular Interest the ownership
of
which is represented by the Corresponding Certificate for such Distribution
Date
for the purpose of this calculation; provided, however, that solely for this
purpose, the related cap with respect to REMIC 3 Regular Interest 2-A shall
be
multiplied by a fraction, the numerator of which is 30 and the denominator
of
which is the actual number of days in the related Accrual Period.
“Group
2
Interest Rate Swap Agreement”: An interest rate swap agreement, dated as of
December 21, 2006, between the Group 2 Supplemental Interest Trust, by Deutsche
Bank National Trust Company, as Group 2 Supplemental Interest Trust Trustee
on
behalf of the Group 2 Supplemental Interest Trust, and Wachovia Bank, N.A.,
as
Swap Provider for the benefit of the Class 2-A Certificates, which agreement
provides for Net Swap Payments and Swap Termination Payments to be paid,
as
provided therein, together with any schedules, confirmations or other agreements
relating thereto, a form of which is attached hereto as Exhibit M.
“Group
2
Loans”: The Mortgage Loans in Loan Group 2.
33
“Group
2
Net Mortgage Rate”: The weighted average of the Net Mortgage Rates of the Group
2 Loans weighted on the basis of the Stated Principal Balances of the Group
2
Loans as of the related Due Date (prior to giving effect to any reduction
in the
Stated Principal Balances of such Mortgage Loans on such due date).
“Group
2
Net Swap Payment”: With respect to each Distribution Date, the net payment
required to be made pursuant to the terms of the Group 2 Interest Rate Swap
Agreement by either the Group 2 Swap Provider or the Group 2 Supplemental
Interest Trust, which net payment shall not take into account any Group 2
Swap
Termination Payment.
“Group
2
Net WAC Rate”: With respect to the Class 2-A Certificates and any Distribution
Date, a per annum rate equal to the excess, if any, of (A) a per annum rate
equal to the Group 2 Net Mortgage Rate over (B) the sum of (1) the sum of
(a) a
per annum rate equal to the Net Swap Payment with respect to the Group 2
Interest Rate Swap Agreement payable to the Group 2 Swap Provider on such
Distribution Date, divided by the outstanding Stated Principal Balance of
the
Group 2 Loans as of the first day of the calendar month preceding the month
in
which the Distribution Date occurs, multiplied by 12, and (b) a per annum
rate
equal to any Swap Termination Payment with respect to the Group 2 Interest
Rate
Swap Agreement not due to a Swap Provider Trigger Event payable to the Group
2
Swap Provider on such Distribution Date, divided by the outstanding Stated
Principal Balance of the Group 2 Loans as of the first day of the calendar
month
preceding the month in which the Distribution Date occurs, multiplied by
12, and
(2) the Policy Premium Rate. The Group 2 Net WAC Rate will be adjusted to
an
effective rate reflecting the accrual of interest on an actual/360 basis.
With
respect to any Distribution Date and the REMIC 4 Regular Interests the ownership
of which is represented by the Class 2-A Certificates, a per annum rate equal
to
the weighted average (adjusted for the actual number of days elapsed in the
related Accrual Period) of the Uncertificated REMIC 3 Pass-Through Rates
on the
REMIC 3 Group 2 Regular Interests (other than REMIC 3 Regular Interest 2-IO),
weighted on the basis of the Uncertificated Principal Balances of each such
REMIC 3 Group 2 Regular Interest immediately prior to such Distribution Date,
minus the Policy Premium Rate. For purposes of the definitions of the “Group 2
Marker Rate” and “Group 2 Maximum Uncertificated Accrued Interest Deferral
Amount”, the foregoing definitions in this paragraph shall not be reduced by the
Policy Premium Rate.
“Group
2
Net WAC Shortfall Reserve Fund”: A reserve fund established by the Trustee for
the benefit of the Holders of the Class 2-A Certificates and the Class 2-C
Certificates, and funded on the Closing Date by or on behalf of the Depositor
with an amount equal to the Group 2 Net WAC Shortfall Reserve Fund Deposit.
The
Group 2 Net WAC Shortfall Reserve Fund is an “outside reserve fund” within the
meaning of Treasury regulation Section 1.860G-2(h), which is not an asset
of any
REMIC, the ownership of which is evidenced by the Class 2-C Certificates,
and
which is established and maintained pursuant to Section 4.09.
“Group
2
Net WAC Shortfall Reserve Fund Deposit”: With respect to the Group 2 Net WAC
Shortfall Reserve Fund, an amount equal to $5,000, which the Depositor shall
fund initially pursuant to Section 4.09 hereof.
“Group
2
Optional Termination”: As defined in Section 9.01(g) of this
Agreement.
34
“Group
2
Overcollateralization Deficiency Amount”: With respect to any Distribution Date,
the amount, if any, by which the Group 2 Overcollateralization Target Amount
exceeds the Group 2 Overcollateralized Amount on such Distribution Date (after
giving effect to distributions in respect of the related Basic Principal
Distribution Amount on such Distribution Date).
“Group
2
Overcollateralization Floor”: With respect to any Distribution Date, 0.50% of
the Group 2 Cut-off Date Balance.
“Group
2
Overcollateralization Release Amount”: With respect to any Distribution Date,
the lesser of (x) the related Principal Remittance Amount for such Distribution
Date and (y) the excess, if any, of (i) the Group 2 Overcollateralized Amount
for such Distribution Date (assuming that 100% of the related Principal
Remittance Amount is applied as a principal payment on such Distribution
Date)
over (ii) the Group 2 Overcollateralization Target Amount for such Distribution
Date.
“Group
2
Overcollateralization Target Amount”: With respect to any Distribution Date
prior to the Group 2 Stepdown Date, 5.65% of the Group 2 Cut-off Date Balance.
With respect to any Distribution Date on or after the Group 2 Stepdown Date,
the
greater of (x) 11.30% of the aggregate Stated Principal Balance of the Group
2
Loans and (y) the Group 2 Overcollateralization Floor; provided, however,
that
if a Group 2 Trigger Event is in effect on any Distribution Date, the Group
2
Overcollateralization Target Amount will be equal to the Group 2
Overcollateralization Target Amount on the prior Distribution Date.
“Group
2
Overcollateralized Amount”: For any Distribution Date, the amount, if any, by
which (i) the aggregate principal balance of the related mortgage loans (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and any Realized Losses on
the
Mortgage Loans during the related Prepayment Period), exceeds (ii) the aggregate
Certificate Principal Balance of the Class 2-A Certificates and the Class
2-P
Certificates as of such Distribution Date (after giving effect to distributions
in respect of the related Principal Remittance Amount to be made on such
Distribution Date).
“Group
2
Schedule”: The ISDA schedule, dated as of December 21, 2006, between the Group 2
Supplemental Interest Trust Trustee and Wachovia Bank, N.A.
“Group
2
Stepdown Date”: The later to occur of (x) the Distribution Date occurring in
January 2014 and (y) the first Distribution Date on which the aggregate
Certificate Principal Balance of the Class 2-A Certificates (calculated for
this
purpose only after taking into account the receipt of principal on the Mortgage
Loans, but prior to any distribution of principal to the holders of the
certificates) is less than or equal to approximately 88.70% of the aggregate
principal balance of the Group 2 Loans, calculated after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period.
“Group
2
Step-Up Date”: The first Distribution Date following the first month in which
the aggregate unpaid principal balance of the Group 2 Loans, and properties
acquired in respect thereof, remaining in the trust has been reduced to less
than or equal to 10% of the aggregate Group 2 Cut-off Date Balance.
35
“Group
2
Supplemental Interest Trust”: The corpus of a trust created pursuant to Section
4.11 of this Agreement and designated as the “Group 2 Supplemental Interest
Trust,” consisting of the Group 2 Interest Rate Swap Agreement, the Group 2
Derivative Account, the Group 2 Cap Contracts and the Class 2-IO Interest.
For
the avoidance of doubt, the Group 2 Supplemental Interest Trust does not
constitute a part of the Trust Fund.
“Group
2
Supplemental Interest Trust Trustee”: Deutsche Bank National Trust Company, or
its successor in interest, or any successor trustee appointed as herein
provided.
“Group
2
Swap Optional Termination Payment”: As defined in Section 9.01(f)
hereof.
“Group
2
Swap Provider”: The swap provider under the Group 2 Interest Rate Swap Agreement
either (a) entitled to receive payments from the Group 2 Supplemental Interest
Trust from amounts payable by the Trust Fund with respect to the Mortgage
Loans
under this Agreement or (b) required to make payments to the Group 2
Supplemental Interest Trust for payment to the Trust Fund with respect to
the
Group 2 Mortgage Loans, in either case pursuant to the terms of the Group
2
Interest Rate Swap Agreement, and any successor in interest or assign.
Initially, the Group 2 Swap Provider shall be Wachovia Bank, N.A.
“Group
2
Trigger Event”: A Group 2 Trigger Event is in effect with respect to any
Distribution Date with respect to the Group 2 Loans if:
(1) the
three
month average of the aggregate principal balance of Group 2 Loans that are
60 or
more days delinquent (including for this purpose any such Mortgage Loans
in
bankruptcy or foreclosure and Mortgage Loans with respect to which the related
mortgaged property has been acquired by the trust) as of the close of business
on the last day of the preceding calendar month exceeds in the case of any
Distribution
Date on
or
after the January 2014 Distribution Date, 10.00%, and in the case of any
Distribution Date on or after the January 2018 Distribution Date, 12.00%
of the
aggregate Stated Principal Balance of the Group 2 Loans;
(2) the
cumulative amount of Realized Losses incurred on the Group 2 Loans from the
Cut-off Date through the end of the calendar month immediately preceding
such
Distribution Date divided by the Group 2 Cut-off Date Balance exceeds (i)
4.75%
with respect to the Distribution Date occurring in January 2014, plus an
additional 1/12th of 1.25% for each month thereafter up to and including
the
Distribution Date in December 2014, (ii) 6.00% with respect to the Distribution
Date occurring in January 2015, plus an additional 1/12th of 0.35% for each
month thereafter up to and including the Distribution Date in December 2015,
(iii) 6.35% with respect to the Distribution Date occurring in January 2016,
plus an additional 1/12th of 0.15% for each month thereafter up to and including
the Distribution Date in December 2016 and (iv) 6.50% with respect to any
Distribution Date occurring in January 2017 and thereafter.
For
purposes of the foregoing calculation, a mortgage loan is considered “60 days”
delinquent if a payment due on the first day of a month has not been received
by
the second day of the second following month.
36
“Index”:
With respect to any Mortgage Loan, the index for the adjustment of the Mortgage
Rate set forth as such on the related Mortgage Note.
“Initial
Certificate Principal Balance”: With respect to each Class of Regular
Certificates, the Initial Certificate Principal Balance of such Class of
Certificates as set forth in the Preliminary Statement hereto, or with respect
to any single Certificate, the Initial Certificate Principal Balance as stated
on the face thereof.
“Initial
Notional Amount”: With respect to the Class C Certificates, an amount equal to
the Notional Balance of the Class C Certificates, or with respect to any
single
Certificate, the Initial Notional Amount as stated on the face
thereof.
“Insurance
Account”: The segregated, non-interest bearing trust account created and
maintained pursuant to Section 4.12(b) of this Agreement. The Insurance Account
shall be an Eligible Account.
“Insurance
Agreement”: The Insurance and Indemnity Agreement, dated as of December 21,
2006, among the Certificate Insurer, the Depositor, the Sponosr, the Master
Servicer, the Trustee and Impac Mortgage Holdings, Inc., in regard to the
Class
2-A Certificates, as such agreement may be amended, modified or supplemented
from time to time.
“Insurance
Policy”: With respect to any Mortgage Loan, any insurance policy (including a
PMI Insurer Policy) which is required to be maintained from time to time
under
this Agreement in respect of such Mortgage Loan.
“Insurance
Proceeds”: Proceeds paid in respect of the Mortgage Loans pursuant to any
Primary Hazard Insurance Policy, any title insurance policy or any other
insurance policy covering a Mortgage Loan, to the extent such proceeds are
not
applied to the restoration of the related Mortgaged Property or released
to the
Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing mortgage loans held for its own account.
“Insured
Amounts”: Shall mean (1) with respect to any Distribution Date, any Deficiency
Amount plus any Preference Amount and (2) with respect to the Final Scheduled
Distribution Date, the Deficiency Amount for the Final Scheduled Distribution
Date.
“Insurer
Default”: An insurer default will occur in the event the Certificate Insurer
fails to make a payment under the Certificate Guaranty Insurance Policy or
if
certain events of bankruptcy or insolvency occur with respect to the Certificate
Insurer.
“Interest
Remittance Amount”: With respect to any Distribution Date and each Loan Group,
that portion of the Available Distribution Amount for such Distribution Date
that represents interest received or advanced with respect to the related
Mortgage Loans.
“Interest
Rate Swap Agreement”: The Group 1 Interest Rate Swap Agreement or the Group 2
Interest Rate Swap Agreement.
“Late
Collections”: With respect to any Mortgage Loan, all amounts received during any
Due Period, whether as late payments of Monthly Payments or as Insurance
Proceeds, Liquidation Proceeds or otherwise, which represent late payments
or
collections of Monthly Payments due but delinquent for a previous Due Period
and
not previously recovered.
37
“LIBOR”:
With respect to any Distribution Date and the Pass-Through Rates on the Class
A
Certificates and Subordinate Certificates, the arithmetic mean of the London
interbank offered rate quotations of reference banks (which will be selected
by
the Trustee after consultation with the Master Servicer) for one-month U.S.
dollar deposits, expressed on a per annum basis, determined in accordance
with
Section 1.02.
“LIBOR
Business Day”: Any day other than (i) Saturday or Sunday or (ii) a day on which
banking institutions in the city of London, England and New York City are
required or authorized by law to be closed.
“LIBOR
Rate Adjustment Date”: With respect to each Distribution Date, the second LIBOR
Business Day immediately preceding the commencement of the related Accrual
Period.
“Liquidated
Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of
which the Master Servicer has determined, in accordance with the servicing
procedures specified herein, as of the end of the related Prepayment Period,
that all Liquidation Proceeds which it expects to recover with respect to
the
liquidation of the Mortgage Loan or disposition of the related REO Property
have
been recovered.
“Liquidation
Proceeds”: Amounts (other than Insurance Proceeds) received by the Master
Servicer in connection with the taking of an entire Mortgaged Property by
exercise of the power of eminent domain or condemnation or in connection
with
the liquidation of a defaulted Mortgage Loan through trustee’s sale, foreclosure
sale or otherwise, other than amounts received in respect of any REO
Property.
“Loan-to-Value
Ratio”: As of any date, the fraction, expressed as a percentage, the numerator
of which is the current principal balance of the related Mortgage Loan at
the
date of determination and the denominator of which is the Collateral Value
of
the related Mortgaged Property.
“Loan
Group”: Any of Loan Group 1 or Loan Group 2.
“Loan
Group 1”: The group 1 loans.
“Loan
Group 2”: The group 2 loans.
“Lost
Note Affidavit”: With respect to any Mortgage Note, an original lost note
affidavit from the Sponsor stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage
Note.
“Majority
Class C Certificateholder”: The holder of a 50.01% or greater Percentage
Interest of the Class C Certificates.
“Master
Servicer”: Impac Funding Corporation, or any successor master servicer appointed
as herein provided.
38
“Master
Servicer Prepayment Charge Payment Amount”: The amounts payable by the Master
Servicer in respect of any waived Prepayment Charges pursuant to Section
2.03,
and any amount paid to the Trust Fund by any Person to remedy any breach
of any
representation, warranty or covenant made with respect to the Prepayment
Charges
to the extent the Trust Fund, as assignee, is the beneficiary of such
representation, warranty or covenant.
“Master
Servicing Fees”: With respect to each Mortgage Loan, an amount, payable out of
any payment of interest on the Mortgage Loan, equal to interest at the Master
Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan
as of
the Due Date in the calendar month preceding the month in which the payment
of
the Master Servicing Fee is due (alternatively, in the event such payment
of
interest accompanies a Principal Prepayment in part or in full made by the
Mortgagor, interest for the number of days covered by such payment of interest).
The Master Servicing Fee consists of servicing compensation payable to the
Master Servicer in respect of its master servicing
responsibilities.
“Master
Servicing Fee Rate”: With respect to each Mortgage Loan, the per annum rate of
0.030%.
“MERS”:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
“MERS®
System”: The system of recording transfers of Mortgages electronically
maintained by MERS.
“Midland”:
Midland Loan Services, Inc., or its successor in interest.
“MIN”:
The Mortgage Identification Number for Mortgage Loans registered with MERS
on
the MERS® System.
“MOM
Loan”: With respect to any Mortgage Loan, MERS acting as the mortgagee of such
Mortgage Loan, solely as nominee for the originator of such Mortgage Loan
and
its successors and assigns, at the origination thereof.
“Monthly
Interest Distributable Amount”: For any Distribution Date and each class of
Offered Certificates, Class C Certificates and Class IO Interests, the amount
of
interest accrued during the related Accrual Period at the related Pass-Through
Rate on the Certificate Principal Balances or Notional Balances or
Uncertificated Notional Amounts of such Certificates or interests immediately
prior to such Distribution Date, in each case, reduced by any Net Prepayment
Interest Shortfalls to the extent not covered by Compensating Interest payable
by the Sub-Servicer or Master Servicer and any shortfalls resulting from
the
application of the Relief Act (in each case to the extent allocated to such
class of Certificates or interests as set forth in Section 1.03). The Monthly
Interest Distributable Amount on the Offered Certificates will be calculated
on
the basis of the actual number of days in the related Accrual Period and
a
360-day year.
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by a Mortgagor
from time to time under the related Mortgage Note as originally executed
(after
adjustment, if any, for Deficient Valuations occurring prior to such Due
Date,
and after any adjustment by reason of any bankruptcy or similar proceeding
or
any moratorium or similar waiver or grace period).
39
“Moody's”:
Xxxxx'x Investors Service, Inc., or its successor in interest.
“Mortgage”:
The mortgage, deed of trust or any other instrument securing the Mortgage
Loan.
“Mortgage
File”: The mortgage documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage
File pursuant to this Agreement and the Custodial Agreement; provided, that
whenever the term “Mortgage File” is used to refer to documents actually
received by the Custodian, such term shall not be deemed to include such
additional documents required to be added unless they are actually so
added.
“Mortgage
Loan”: Each of the mortgage loans, transferred and assigned to the Trustee
pursuant to Section 2.01, 2.04 or 2.06 and from time to time held in the
Trust
Fund (including any Qualified Substitute Mortgage Loans), the mortgage loans
so
transferred, assigned and held being identified in the Mortgage Loan Schedule.
As used herein, the term “Mortgage Loan” includes the related Mortgage Note and
Mortgage.
“Mortgage
Loan Purchase Agreement”: The Mortgage Loan Purchase Agreement dated as of
December 21, 2006, among Impac Funding Corporation, as sponsor, Impac Mortgage
Holdings, Inc. and the Depositor as purchaser, and all amendments thereof
and
supplements thereto.
“Mortgage
Loan Schedule”: As of any date of determination, the schedule of Mortgage Loans
included in the Trust Fund. The schedule of Mortgage Loans with accompanying
information transferred on the Closing Date to the Trustee as part of the
Trust
Fund for the Certificates, attached hereto as Exhibit H, which list shall
set
forth the following information with respect to each Mortgage Loan:
(i) [reserved];
(ii) the
city,
state and zip code of the Mortgaged Property;
(iii) the
original term to maturity;
(iv) the
original principal balance and the original Mortgage Rate;
(v) the
first
payment date;
(vi) the
applicable Loan Group;
(vii) the
type
of Mortgaged Property;
(viii) the
Monthly Payment in effect as of the Cut-off Date;
40
(ix) the
principal balance as of the Cut-off Date;
(x) the
Mortgage Rate as of the Cut-off Date;
(xi) the
occupancy status;
(xii) the
purpose of the Mortgage Loan;
(xiii) the
Collateral Value of the Mortgaged Property;
(xiv) the
remaining term to maturity;
(xv) the
paid-through date of the Mortgage Loan;
(xvi) the
Master Servicing Fee Rate;
(xvii) the
Sub-Servicing Fee Rate;
(xviii) the
Net
Mortgage Rate for the Mortgage Loan;
(xix) whether
such Mortgage Loan is a PMI Mortgage Loan and, if so, the related PMI Insurer
Fee Rate;
(xx) whether
the Mortgage Loan is covered by a private mortgage insurance policy or an
original certificate of private mortgage insurance;
(xxi) the
documentation type;
(xxii) the
type
and term of the related Prepayment Charge, if any;
(xxiii) the
Index
and the Gross Margin; and
(xxiv) the
Adjustment Date frequency and Distribution Date frequency.
The
Mortgage Loan Schedule may be in the form of more than one schedule,
collectively setting forth all of the information required.
“Mortgage
Note”: The note or other evidence of the indebtedness of a Mortgagor under a
Mortgage Loan.
“Mortgage
Rate”: With respect to any Mortgage Loan, the annual rate at which interest
accrues on such Mortgage Loan in the absence of default, as adjusted from
time
to time in accordance with the provisions of the Mortgage Note.
“Mortgaged
Property”: The underlying property securing a Mortgage Loan.
“Mortgagor”:
The obligor or obligors on a Mortgage Note.
41
“Net
Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other
disposition of related Mortgaged Property (including REO Property) the related
Liquidation Proceeds net of Advances, Servicing Advances, Master Servicing
Fees,
Sub-Servicing Fees and any other accrued and unpaid servicing fees received
and
retained in connection with the liquidation of such Mortgage Loan or Mortgaged
Property.
“Net
Monthly Excess Cashflow”: For any Distribution Date and any Loan Group, the sum
of (a) any related Overcollateralization Release Amount and (b) the excess
of
(x) the related Interest Remittance Amount for such Distribution Date over
(y)
the aggregate Monthly Interest Distributable Amount for the related Offered
Certificates for such Distribution Date and (c) (i) with respect to Loan
Group
1, on any Payment Date after the Group 1 Stepdown Date for which a Group
1
Trigger Event is not in effect, any principal remaining after payment of
the
Class 1-A Principal Distribution Amount and Group 1 Subordinate Class Principal
Distribution Amount and (ii) with respect to Loan Group 2, on any Payment
Date
after the Group 2 Stepdown Date for which a Group 2 Trigger Event is not
in
effect, any principal remaining after payment of the Class 2-A Principal
Distribution Amount.
“Net
Mortgage Rate”: With respect to each Mortgage Loan Due Date, the then applicable
Mortgage Rate thereon minus the sum of (1) the Master Servicing Fee Rate,
(2)
the Sub-Servicing Fee Rate and (3) the related PMI Insurer Fee Rate, if such
Mortgage Loan is a PMI Mortgage Loan.
“Net
Prepayment Interest Shortfall”: With respect to any Distribution Date, the
excess, if any, of any Prepayment Interest Shortfalls for such date over
the
related Compensating Interest.
“Net
Swap
Payment”: Any of the Group 1 Net Swap Payment or Group 2 Net Swap Payment, as
applicable.
“Net
WAC
Rate”: With respect to the Class 1-A, Class 1-M and Class 1-B Certificates, the
Group 1 Net WAC Rate. With respect to the Class 2-A Certificates, the Group
2
Net WAC Rate.
“Net
WAC
Shortfall Amount”: With respect to the Offered Certificates and any Distribution
Date, the sum of (i) the excess, if any, of (a) the amount of interest such
Offered Certificates would have been entitled to receive on such Distribution
Date at the related Pass-Through Rate without regard to the applicable Net
WAC
Rate over (b) the amount of interest accrued on such Certificates at such
Net
WAC Rate, plus (ii) the related Net WAC Shortfall Amount from the prior
Distribution Date not previously reimbursed together with interest thereon
at
the related Pass-Through Rate for the most recently ended Accrual
Period.
“Net
WAC
Shortfall Reserve Fund”: Any of the Group 1 Net WAC Shortfall Reserve Fund or
the Group 2 Net WAC Shortfall Reserve Fund.
“Nonrecoverable
Advance”: Any Servicing Advance previously made or proposed to be made in
respect of a Mortgage Loan which, in the good faith judgment of the Master
Servicer, will not or, in the case of a proposed Servicing Advance, would
not be
ultimately recoverable from related Late Collections, Insurance Proceeds,
Liquidation Proceeds or REO Proceeds. The determination by the Master Servicer
that it has made a Nonrecoverable Advance or that any proposed Advance or
Servicing Advance would constitute a Nonrecoverable Advance, shall be evidenced
by a certificate of a Servicing Officer delivered to the Depositor and the
Trustee.
42
“Non-United
States Person”: Any Person other than a United States Person.
“Notional
Balance”: With
respect to the Class 1-C Certificates and any Distribution Date, an amount
equal
to the Stated Principal Balance of the Group 1 Loans as of the related Due
Date,
minus the Certificate Principal Balance of the Class 1-P Certificates.
For
federal income tax purposes, the Notional Balance of the Class 1-C Certificates
for any Distribution Date shall be an amount equal to the aggregate
Uncertificated Principal Balance of the REMIC 3 Group 1 Regular Interests,
other
than REMIC 3 Regular Interest 1-P, for such Distribution Date. With respect
to
the Class 2-C Certificates and any Distribution Date, an amount equal to
the
Stated Principal Balance of the Group 2 Loans as of the related Due Date,
minus
the Certificate Principal Balance of the Class 2-P Certificates. For federal
income tax purposes, the Notional Balance of the Class 2-C Certificates for
any
Distribution Date shall be an amount equal to the aggregate Uncertificated
Principal Balance of the REMIC 3 Group 2 Regular Interests, other than REMIC
3
Regular Interest 2-P, for such Distribution Date.
“Officers’
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president and by the Treasurer,
the Secretary, or one of the assistant treasurers or assistant secretaries
of
the Depositor, the Sponsor, the Master Servicer or of any Sub-Servicer and
delivered to the Depositor and Trustee.
“Offered
Certificates”: The Class 1-A, Class 2-A, Class 1-M and Class 1-B
Certificates.
“One
Month LIBOR”: The London interbank offered rate for one-month United States
dollar deposits, determined as described in Section 1.02 of this
Agreement.
“Opinion
of Counsel”: A written opinion of counsel, who may be counsel for the Depositor,
the Sponsor, or the Master Servicer, reasonably acceptable to the Trustee;
except that any opinion of counsel relating to (a) the qualification of any
account required to be maintained pursuant to this Agreement as an Eligible
Account, (b) the qualification of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 as
REMICs, (c) compliance with the REMIC Provisions or (d) resignation of the
Master Servicer pursuant to Section 6.04 must be an opinion of counsel who
(i)
is in fact independent of the Depositor and the Master Servicer, (ii) does
not
have any direct financial interest or any material indirect financial interest
in the Depositor or the Master Servicer or in an affiliate of either and
(iii)
is not connected with the Depositor or the Master Servicer as an officer,
employee, director or person performing similar functions.
“Optional
Termination”: As defined in Section 9.01(b) of this Agreement.
“Optional
Termination Date”: The first Distribution Date on which the Master Servicer may
opt to terminate the Trust Fund pursuant to Section 9.01.
“OTS”:
Office of Thrift Supervision or any successor.
“Outstanding
Mortgage Loan”: As to any Due Date, a Mortgage Loan (including an REO Property)
which was not the subject of a Principal Prepayment in Full, Cash Liquidation
or
REO Disposition and which was not purchased prior to such Due Date pursuant
to
Sections 2.02, 2.04 or 3.14.
43
“Overcollateralization
Deficiency Amount”: The Group 1 Overcollataralization Deficiency Amount or the
Group 2 Overcollateralization Deficiency Amount,
as
applicable.
“Overcollateralization
Floor”: The Group 1 Overcollateralization Floor or the Group 2
Overcollateralization Floor, as applicable.
“Overcollateralization
Release Amount”: The Group 1 Overcollateralization Release Amount or the Group 2
Overcollateralization Release Amount, as applicable.
“Overcollateralization
Target Amount”: The Group 1 Overcollateralization Target Amount or the Group 2
Overcollateralization Target Amount, as applicable.
“Overcollateralized
Amount”: The Group 1 Overcollateralized Amount or the Group 2 Overcollateralized
Amount, as applicable.
“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”: With respect to any Distribution Date and
(i) the
Offered Certificates, the least of (x) One-Month LIBOR plus the related
Certificate Margin (y) the applicable Net WAC Rate and (z) 11.50% per
annum;
(ii) the
Class
1-C Certificates and any Distribution Date, (x) a rate per annum equal to
the
percentage equivalent of a fraction, the numerator of which is the sum of
the
amount determined for each REMIC 3 Group 1 Regular Interest (other than REMIC
3
Regular Interests 1-IO and 1-P) equal to the product of (a) the excess, if
any,
of the Uncertificated REMIC 3 Pass-Through Rate for such REMIC 3 Group 1
Regular
Interest over the Group 1 Marker Rate and (b) a notional amount equal to
the
Uncertificated Principal Balance of such REMIC 3 Group 1 Regular Interest,
and
the denominator of which is the aggregate Uncertificated Principal Balance
of
such REMIC 3 Group 1 Regular Interests, and (y) 100% of the interest
distributable in respect of REMIC 3 Regular Interest 1-P;
(iii) the
Class
2-C Certificates and any Distribution Date, (x) a rate per annum equal to
the
percentage equivalent of a fraction, the numerator of which is the sum of
the
amount determined for each REMIC 3 Group 2 Regular Interest (other than REMIC
3
Regular Interests 2-IO and 2-P) equal to the product of (a) the excess, if
any,
of the Uncertificated REMIC 3 Pass-Through Rate for such REMIC 3 Group 2
Regular
Interest over the Group 2 Marker Rate and (b) a notional amount equal to
the
Uncertificated Principal Balance of such REMIC 3 Group 2 Regular Interest,
and
the denominator of which is the aggregate Uncertificated Principal Balance
of
such REMIC 3 Group 2 Regular Interests, and (y) 100% of the interest
distributable in respect of REMIC 3 Regular Interest 2-P;
44
(iv) each
of
the Class 1-P Certificates and Class 2-P Certificates, 0.00% per annum;
and
(v) each
of
the Class 1-IO Interest and Class 2-IO Interest, 100% of the amounts
distributable to REMIC 3 Regular Interest 1-IO and REMIC 3 Regular Interest
2-IO, respectively, for such Distribution Date.
“Percentage
Interest”: With respect to any Regular Certificate, the undivided percentage
ownership interest in the related Class evidenced by such Certificate, which
percentage ownership interest shall be equal to the Initial Certificate
Principal Balance thereof divided by the aggregate Initial Certificate Principal
Balance of all of the Certificates of the same Class. With respect to any
Class
R Certificate, the interest in distributions to be made with respect to such
Class evidenced thereby, expressed as a percentage, as stated on the face
of
each such Certificate.
“Permitted
Investment”: One or more of the following:
(i) obligations
of or guaranteed as to principal and interest by the United States or any
agency
or instrumentality thereof when such obligations are backed by the full faith
and credit of the United States;
(ii) repurchase
agreements on obligations specified in clause (i) maturing not more than
one
month from the date of acquisition thereof, provided that the unsecured
obligations of the party agreeing to repurchase such obligations are at the
time
rated by each Rating Agency in its highest short-term rating available,
provided, however, that such repurchase agreements are treated as financings
under generally accepted accounting principles (“GAAP”);
(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
or
of any domestic branch of a foreign depository institution or trust company;
provided that the debt obligations of such depository institution or trust
company (or, if the only Rating Agency is Standard & Poor's, in the case of
the principal depository institution in a depository institution holding
company, debt obligations of the depository institution holding company)
at the
date of acquisition thereof have been rated by each Rating Agency in its
highest
short-term rating available; and provided further that, if the only Rating
Agency is Standard & Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations of
such
subsidiary are not separately rated, the applicable rating shall be that
of the
bank holding company; and, provided further that, if the original maturity
of
such short-term obligations of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days, the short-term rating
of such
institution shall be A-1+ in the case of Standard & Poor's if Standard &
Poor's is the Rating Agency;
(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
on
the date of acquisition has been rated by Moody's and Standard & Poor's in
their highest short-term ratings available; provided that such commercial
paper
shall have a remaining maturity of not more than 30 days;
45
(v) a
money
market fund or a qualified investment fund rated by Moody's in its highest
long-term ratings available or rated AAAm or AAAm-G by Standard & Poor's,
including any such funds for which Deutsche Bank National Trust Company or
any
affiliate thereof serves as an investment advisor, manager, administrator,
shareholder, servicing agent, and/or custodian or sub-custodian;
and
(vi) other
obligations or securities that are acceptable to each Rating Agency as a
Permitted Investment hereunder and will not reduce the rating assigned to
any
Class of Certificates by such Rating Agency below the lower of the then-current
rating or the rating assigned to such Certificates as of the Closing Date
by
such Rating Agency, as evidenced in writing;
provided,
however,
that no
instrument shall be a Permitted Investment if it represents, either (1) the
right to receive only interest payments with respect to the underlying debt
instrument or (2) the right to receive both principal and interest payments
derived from obligations underlying such instrument and the principal and
interest payments with respect to such instrument provide a yield to maturity
greater than 120% of the yield to maturity at par of such underlying
obligations.
To
the
extent that the Trustee receives any materials in connection with the holding
of
any Permitted Investment which require the holder to vote, the Trustee shall
not
exercise its voting rights.
Permitted
Investments shall not be sold prior to maturity, except that a money market
fund
or qualified investment fund may be liquidated at any time.
“Permitted
Transferee”: Any transferee of a Residual Certificate other than a Disqualified
Organization, a Non-United States Person or an “electing large partnership” (as
defined in Section 775 of the Code).
“Person”:
Any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
“PMI
Insurer”: Radian Guaranty, Inc., or its successors or assigns.
“PMI
Insurer Policy”: The lender-paid primary mortgage insurance policy issued by the
PMI Insurer in accordance with a March 29, 2002 letter between the Sponsor
and
the PMI Insurer.
“PMI
Mortgage Loan”: Any mortgage loan covered by the PMI Insurer
Policy.
“PMI
Insurer Fee Rate”: With respect to each PMI Mortgage Loan, the per annum rate
payable to the PMI Insurer under the PMI Insurer Policy.
46
“Policy
Premium”: The premium set forth in the Certificate Guaranty Insurance
Policy.
“Policy
Premium Rate”: The rate per annum set forth in the Insurance Agreement.
“Preference
Amount”: Any amount previously distributed to a Class 2-A Certificateholder by
or on behalf of the trust estate that is recoverable and sought to be recovered
as a voidable preference by a trustee in bankruptcy pursuant to the United
States Bankruptcy Code (11 U.S.C.), as amended from time to time, in accordance
with a final nonappealable order of a court having competent jurisdiction.
“Prepayment
Assumption”: As defined in the Prospectus Supplement.
“Prepayment
Charge”: With respect to any Mortgage Loan, the charges or premiums, if any, due
in connection with a full or partial prepayment of such Mortgage Loan in
accordance with the terms thereof (other than any Master Servicer Prepayment
Charge Payment Amount).
“Prepayment
Interest Excess”: With respect to any Distribution Date, for each GMAC Mortgage
Loan that was the subject of a Principal Prepayment during the portion of
the
Prepayment Period from the related Due Date to the end of such Prepayment
Period, any payment of interest received in connection therewith (net of
any
applicable Servicing Fee) representing interest accrued for any portion of
such
month of receipt.
“Prepayment
Interest Shortfall”: As to any Distribution Date and any Mortgage Loan (other
than a Mortgage Loan relating to an REO Property) that was the subject of
(a) a
Principal Prepayment in Full during the related Prepayment Period, an amount
equal to the excess of one month’s interest at the Net Mortgage Rate on the
Stated Principal Balance of such Mortgage Loan over the amount of interest
(adjusted to the Net Mortgage Rate) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month’s interest at the
Net Mortgage Rate on the amount of such Curtailment.
“Prepayment
Period”: With respect to any Mortgage Loan subserviced by Countrywide Home Loans
Servicing LP and any Distribution Date, the period between the 16th of the
month
prior to such Distribution Date and the 15th of the current month, except
the
initial Prepayment Period will run from December 1, 2006 through January
15,
2007. With
respect to any Mortgage Loan subserviced by GMAC Mortgage, LLC and any
Distribution Date, the calendar month immediately preceding the month in
which
such distribution occurs.
With
respect to any Mortgage Loan subserviced by Midland and any Distribution
Date,
the calendar month immediately preceding the month in which such distribution
occurs.
“Primary
Hazard Insurance Policy”: Each primary hazard insurance policy required to be
maintained pursuant to Section 3.13.
“Primary
Insurance Policy”: Any primary policy of mortgage guaranty insurance including
the PMI Insurer Policy, or any replacement policy therefor.
47
“Principal
Distribution Amount”: With respect to any Distribution Date and any Loan Group,
an amount equal to the sum of the related Basic Principal Distribution Amount
plus the related Extra Principal Distribution Amount.
“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest representing scheduled interest due
on any
date or dates in any month or months subsequent to the month of
prepayment.
“Principal
Prepayment in Full”: Any Principal Prepayment made by a Mortgagor of the entire
unpaid principal balance of the Mortgage Loan.
“Principal
Remittance Amount”: With respect to any Distribution Date and each Loan Group,
the sum of the following from the Available Distribution Amount: (i) each
scheduled payment of principal collected or advanced on the related Mortgage
Loans by the Master Servicer that were due during the related Due Period,
(ii)
the principal portion of all partial and full Principal Prepayments of the
related Mortgage Loans applied by the Master Servicer during the related
Prepayment Period, (iii) the principal portion of all Net Liquidation Proceeds,
REO Proceeds, Insurance Proceeds, and Subsequent Recoveries received during
the
related Prepayment Period, (iv) the principal portion of proceeds of Mortgage
Loan purchases made pursuant to Section 2.02, 2.04 or 3.14, in each case
received or made during the related Prepayment Period, (v) the principal
portion
of any related Substitution Adjustments deposited in the Custodial Account
during the related Prepayment Period and (vi) on the Distribution Date on
which
the Trust Fund is to be terminated pursuant to Section 9.01, the principal
portion of the termination price received from the Master Servicer in connection
with a termination of the Trust Fund to occur on such Distribution
Date.
“Prospectus
Supplement”: That certain Prospectus Supplement dated December 20, 2006 relating
to the public offering of the Offered Certificates.
“Purchase
Price”: With respect to any Mortgage Loan (or REO Property) required to be
purchased pursuant to Section 2.02, 2.04 or 3.14, an amount equal to the
sum of
(i) 100% of the Stated Principal Balance thereof, (ii) unpaid accrued interest
(or REO Imputed Interest) at the applicable Net Mortgage Rate on the Stated
Principal Balance thereof outstanding during each Due Period that such interest
was not paid or advanced, from the date through which interest was last paid
by
the Mortgagor or advanced and distributed to Certificateholders together
with
unpaid Master Servicing Fees, Sub-Servicing Fees and, if such Mortgage Loan
is a
PMI Mortgage Loan, fees due the PMI Insurer at the PMI Insurer Fee Rate,
from
the date through which interest was last paid by the Mortgagor, in each case
to
the first day of the month in which such Purchase Price is to be distributed,
plus (iii) the aggregate of all Advances and Servicing Advances made in respect
thereof that were not previously reimbursed and (iv)
costs and damages incurred by the Trust Fund in connection with a repurchase
pursuant to Section 2.04 hereof that arises out of a violation of any
anti-predatory lending law which also constitutes an actual breach of
representations (xii), (xxxv), (xxxiii), (xxxviii), (xxxix) or (xliii) of
Section 3.1(b) of the Mortgage Loan Purchase Agreement.
48
“Qualified
Insurer”: Any insurance company duly qualified as such under the laws of the
state or states in which the related Mortgaged Property or Mortgaged Properties
is or are located, duly authorized and licensed in such state or states to
transact the type of insurance business in which it is engaged and approved
as
an insurer by the Master Servicer, so long as the claims paying ability of
which
is acceptable to the Rating Agencies for pass-through certificates having
the
same rating as the Certificates rated by the Rating Agencies as of the Closing
Date.
“Qualified
Substitute Mortgage Loan”: A Mortgage Loan substituted by the Depositor for a
Deleted Mortgage Loan which must, on the date of such substitution, as confirmed
in an Officers’
Certificate of the Sponsor delivered to the Trustee, (i) have an outstanding
principal balance, after deduction of the principal portion of the monthly
payment due in the month of substitution (or in the case of a substitution
of
more than one Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding principal balance, after such deduction), not in excess of the
Stated Principal Balance of the Deleted Mortgage Loan (the amount of any
shortfall to be paid to the Master Servicer for deposit in the Custodial
Account
in the month of substitution); (ii) have a Mortgage Rate and a Net Mortgage
Rate
no lower than and not more than 1% per annum higher than the Mortgage Rate
and
Net Mortgage Rate, respectively, of the Deleted Mortgage Loan as of the date
of
substitution; (iii) have a Loan-to-Value Ratio at the time of substitution
no
higher than that of the Deleted Mortgage Loan at the time of substitution;
(iv)
have a remaining term to stated maturity not greater than (and not more than
one
year less than) that of the Deleted Mortgage Loan; (v) comply with each
representation and warranty set forth in Section 2.04 hereof; and, (vi) comply
with each non-statistical representation and warranty set forth in the Mortgage
Loan Purchase Agreement.
“Rating
Agency”: Standard & Poor's or Moody's and each of their successors. If such
agencies and their successors are no longer in existence, “Rating Agency” shall
be such nationally recognized statistical rating agency, or other comparable
Person, designated by the Depositor, notice of which designation shall be
given
to the Trustee and Master Servicer. References herein to the two highest
long
term debt rating of a Rating Agency shall mean “AA” or better in the case of
Standard & Poor's and “Aa2” or better in the case of Moody's and references
herein to the highest short-term debt rating of a Rating Agency shall mean
“A-1+” in the case of Standard & Poor's and “P-1” in the case of Moody's,
and in the case of any other Rating Agency such references shall mean such
rating categories without regard to any plus or minus.
“Realized
Loss”: With respect to each Mortgage Loan or REO Property as to which a Cash
Liquidation or REO Disposition has occurred, an amount (not less than zero)
equal to (i) the Stated Principal Balance of the Mortgage Loan as of the
date of
Cash Liquidation or REO Disposition, plus (ii) interest (and REO Imputed
Interest, if any) at the Net Mortgage Rate from the Due Date as to which
interest was last paid or advanced to Certificateholders up to the date of
the
Cash Liquidation or REO Disposition on the Stated Principal Balance of such
Mortgage Loan outstanding during each Due Period that such interest was not
paid
or advanced, minus (iii) the proceeds, if any, received during the month
in
which such Cash Liquidation or REO Disposition occurred, to the extent applied
as recoveries of interest at the Net Mortgage Rate and to principal of the
Mortgage Loan, net of the portion thereof reimbursable to the Master Servicer
or
any Sub-Servicer with respect to related Advances or Servicing Advances not
previously reimbursed. With respect to each Mortgage Loan which has become
the
subject of a Deficient Valuation, 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.
49
“Record
Date”: With respect to each Distribution Date and the Offered Certificates, so
long as such Certificates are Book-Entry Certificates, the Business Day prior
to
such Distribution Date. With respect to any Offered Certificates which are
not
Book-Entry Certificates, the close of business on the last Business Day of
the
month preceding the month in which such Distribution Date occurs.
“Regular
Certificate”: Any of the Certificates other than the Class R
Certificates.
“Regulation
AB” Subpart 229,1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan.7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
“Relief
Act”: The Servicemembers Relief Act, as amended, and similar legislation or
regulations.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage
Loan with respect to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended Due Period as a result of
the
application of the Relief Act, the amount by which (i) interest collectible
on
such Mortgage Loan during such Due Period is less than (ii) one month's interest
on the Stated Principal Balance of such Mortgage Loan at the Loan Rate for
such
Mortgage Loan before giving effect to the application of the Relief
Act.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
“REMIC
1”: The segregated pool of assets subject hereto (exclusive of the Net WAC
Shortfall Reserve Funds, any Master Servicer Prepayment Charge Payment Amounts
and, for the avoidance of doubt, the Supplemental Interest Trusts, the
Derivative Accounts, the Interest Rate Swap Agreements and the Cap Contracts)
with respect to which a REMIC election is to be made, conveyed in trust to
the
Trustee, for the benefit of the holders of the REMIC 1 Regular Interests
and the
Holders of the Class R Certificates (in respect of the Class R-1 Interest),
consisting of: (i) each Mortgage Loan in Loan Group 1 (exclusive of payments
of
principal and interest due on or before the Cut-off Date, if any, received
by
the Master Servicer, which shall not constitute an asset of the Trust Fund)
as
from time to time are subject to this Agreement and all payments under and
proceeds of such Mortgage Loans (exclusive of any late payment charges received
on the Mortgage Loans), together with all documents included in the related
Mortgage File, subject to Section 2.01; (ii) such funds or assets relating
to
such Mortgage Loans as from time to time are deposited in the Custodial Account
or the Certificate Account and belonging to the Trust Fund; (iii) any related
REO Property; (iv) the Primary Hazard Insurance Policies, if any, the Primary
Insurance Policies, if any, and all other Insurance Policies with respect
to
such Mortgage Loans; and (v) the Depositor’s interest in respect of the
representations and warranties made by the Sponsor in the Mortgage Loan Purchase
Agreement as assigned to the Trustee pursuant to Section 2.04
hereof.
50
“REMIC
1
Regular Interest”: Any of the separate non-certificated beneficial ownership
interests in REMIC 1 issued hereunder and designated as a Regular Interest
in
REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and
shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto. The designations
for
the respective REMIC 1 Regular Interests are set forth in the Preliminary
Statement hereto. The REMIC 1 Regular Interests consist of REMIC 1 Regular
Interest 1-1-A through REMIC 1 Regular Interest 1-84-B, REMIC 1 Regular Interest
P and REMIC 1 Regular Interest OC, each as designated in the Preliminary
Statement hereto.
“REMIC
2”: The segregated pool of assets subject hereto (exclusive of the Net WAC
Shortfall Reserve Funds, any Master Servicer Prepayment Charge Payment Amounts
and, for the avoidance of doubt, the Supplemental Interest Trusts, the
Derivative Accounts, the Interest Rate Swap Agreements and the Cap Contracts)
with respect to which a REMIC election is to be made, conveyed in trust to
the
Trustee, for the benefit of the holders of the REMIC 2 Regular Interests
and the
Holders of the Class R Certificates (in respect of the Class R-2 Interest),
consisting of: (i) each Mortgage Loan in Loan Group 2 (exclusive of payments
of
principal and interest due on or before the Cut-off Date, if any, received
by
the Master Servicer, which shall not constitute an asset of the Trust Fund)
as
from time to time are subject to this Agreement and all payments under and
proceeds of such Mortgage Loans (exclusive of any late payment charges received
on the Mortgage Loans), together with all documents included in the related
Mortgage File, subject to Section 2.01; (ii) such funds or assets relating
to
such Mortgage Loans as from time to time are deposited in the Custodial Account
or the Certificate Account and belonging to the Trust Fund; (iii) any related
REO Property; (iv) the Primary Hazard Insurance Policies, if any, the Primary
Insurance Policies, if any, and all other Insurance Policies with respect
to
such Mortgage Loans; and (v) the Depositor’s interest in respect of the
representations and warranties made by the Sponsor in the Mortgage Loan Purchase
Agreement as assigned to the Trustee pursuant to Section 2.04
hereof.
“REMIC
2
Regular Interest”: Any of the separate non-certificated beneficial ownership
interests in REMIC 2 issued hereunder and designated as a Regular Interest
in
REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and
shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto. The designations
for
the respective REMIC 2 Regular Interests are set forth in the Preliminary
Statement hereto. The REMIC 2 Regular Interests consist of REMIC 2 Regular
Interests 1-1-A through REMIC 2 Regular Interest 1-117-B, REMIC 2 Regular
Interest OC and REMIC 2 Regular Interest P, each as designated in the
Preliminary Statement hereto.
“REMIC
3”: The segregated pool of assets consisting of all of the REMIC 1 Regular
Interests and REMIC 2 Regular Interests conveyed in trust to the Trustee,
for
the benefit of the holders of the REMIC 3 Regular Interests and the Holders
of
the Class R Certificates (in respect of the Class R-3 Interest), pursuant
to
Article II hereunder, with respect to which a separate REMIC election is
to be
made.
51
“REMIC
3
Group 1 Interest Loss Allocation Amount”: With respect to any Distribution Date,
an amount (subject to adjustment based on the actual number of days elapsed
in
the respective Accrual Period) equal to (a) the sum of (x) the product of
(i)
the aggregate Stated Principal Balance of the Group 1 Loans and the related
REO
Properties then outstanding, minus the Certificate Principal Balance of the
Class 1-P Certificates, and (ii) the Uncertificated REMIC 3 Pass-Through
Rate
for REMIC 3 Regular Interest 1-AA minus the Group 1 Marker Rate, and (y)
the
accrued interest on REMIC 3 Regular Interest 1-P, divided by (b)
12.
“REMIC
3
Group 1 Overcollateralized Amount”: With respect to any date of determination,
(i) 1.00% of the aggregate Uncertificated Principal Balance of the REMIC
3 Group
1 Regular Interests, other than REMIC 3 Regular Interest 1-P, minus (ii)
the
aggregate Uncertificated Principal Balance of each REMIC 3 Group 1 Regular
Interest for which a Class 1-A, Class 1-M or Class 1-B Certificate is a
Corresponding Certificate, in each case, as of such date of
determination.
“REMIC
3
Group 1 Principal Loss Allocation Amount”: With respect to any Distribution
Date, an amount equal to the product of (i) the aggregate Stated Principal
Balance of the Group 1 Loans and the related REO Properties then outstanding,
minus the Certificate Principal Balance of the Class 1-P Certificates, and
(ii)
1 minus a fraction, the numerator of which is two (2) times the aggregate
Uncertificated Principal Balance of each REMIC 3 Group 1 Regular Interest
for
which a Class 1-A, Class 1-M or Class 1-B Certificate is a Corresponding
Certificate and the denominator of which is the aggregate Uncertificated
Principal Balance of each REMIC 3 Group 1 Regular Interest for which a Class
1-A, Class 1-M or Class 1-B Certificate is a Corresponding Certificate and
REMIC
3 Regular Interest 1-ZZ.
“REMIC
3
Group 1 Overcollateralization Target Amount”: 1.00% of the Group 1
Overcollateralization Target Amount.
“REMIC
3
Group 1 Regular Interest”: Any of the REMIC 3 Regular Xxxxxxxxx 0-XX, 0-XX,
0-X0-X, 0-X0-X, 0-X0-X, 1-AM, 1-M-1, 1-M-2, 1-M-3, 1-M-4, 1-M-5, 1-M-6, 1-M-7,
1-M-8, 1-B, 1-IO and 1-P.
“REMIC
3
Group 2 Interest Loss Allocation Amount”: With respect to any Distribution Date,
an amount (subject to adjustment based on the actual number of days elapsed
in
the respective Accrual Period) equal to (a) the sum of (x) the product of
(i)
the aggregate Stated Principal Balance of the Group 2 Loans and the related
REO
Properties then outstanding, minus the Certificate Principal Balance of the
Class 2-P Certificates, and (ii) the Uncertificated REMIC 3 Pass-Through
Rate
for REMIC 3 Regular Interest 2-AA minus the Group 2 Marker Rate, and (y)
the
accrued interest on REMIC 3 Regular Interest 2-P, divided by (b)
12.
“REMIC
3
Group 2 Overcollateralized Amount”: With respect to any date of determination,
(i) 1.00% of the aggregate Uncertificated Principal Balance of the REMIC
3 Group
2 Regular Interests, other than REMIC 3 Regular Interest 2-P, minus (ii)
the
Uncertificated Principal Balance of REMIC 3 Regular Interest 2-A, in each
case,
as of such date of determination.
52
“REMIC
3
Group 2 Principal Loss Allocation Amount”: With respect to any Distribution
Date, an amount equal to the product of (i) the aggregate Stated Principal
Balance of the Group 2 Loans and the related REO Properties then outstanding,
minus the Certificate Principal Balance of the Class 2-P Certificates, and
(ii)
1 minus a fraction, the numerator of which is two (2) times the Uncertificated
Principal Balance of REMIC 3 Regular Interest 2-A and the denominator of
which
is the Uncertificated Principal Balance of REMIC 3 Regular Interest 2-A and
REMIC 3 Regular Interest 2-ZZ.
“REMIC
3
Group 2 Overcollateralization Target Amount”: 1.00% of the Group 1
Overcollateralization Target Amount.
“REMIC
3
Group 2 Regular Interest”: Any of the REMIC 3 Regular Interests 2-AA, 2-ZZ, 2-A,
2-IO and 2-P.
“REMIC
3
Regular Interest”: Any of the separate non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and designated as a Regular Interest
in
REMIC 3. Each REMIC 3 Regular Interest shall accrue interest at the related
Uncertificated REMIC 3 Pass-Through Rate in effect from time to time, and
(except for the REMIC 3 Regular Interests 1-IO and 2-IO) shall be entitled
to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as
set
forth in the Preliminary Statement hereto. The designations for the respective
REMIC 3 Regular Interests are set forth in the Preliminary Statement hereto.
The
REMIC 3 Regular Interests consist of the REMIC 3 Group 1 Regular Interests
and
REMIC 3 Group 2 Regular Interests.
“REMIC
4”: The segregated pool of assets consisting of all of the REMIC 3 Regular
Interests conveyed in trust to the Trustee, for the benefit of the holders
of
the Regular 4 Regular Interests and the Holders of the Class R Certificates
(in
respect of the Class R-4 Interest), pursuant to Article II hereunder, and
all
amounts deposited therein, with respect to which a separate REMIC election
is to
be made.
“REMIC
4
Regular Interest”: The Class 1-IO Interest, Class 2-IO Interest or any Regular
Interest in REMIC 4 the ownership of which is represented by any of the Regular
Certificates.
“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate
mortgage investment conduits, which appear at Sections 860A through 860G
of
Subchapter M of Chapter 1 of the Code, and related provisions, and proposed,
temporary and final regulations and published rulings, notices and announcements
promulgated thereunder, as the foregoing may be in effect from time to
time.
“REMIC
Regular Interest”: A REMIC 1 Regular Interest, REMIC 2 Regular Interest or REMIC
3 Regular Interest.
“Remittance
Report”: A report prepared by the Master Servicer providing the information set
forth in Exhibit E attached hereto.
53
“REO
Acquisition”: The acquisition by the Master Servicer on behalf of the Trustee
for the benefit of the Certificateholders of any REO Property pursuant to
Section 3.15.
“REO
Disposition”: The receipt by the Master Servicer of Insurance Proceeds,
Liquidation Proceeds and other payments and recoveries (including proceeds
of a
final sale) which the Master Servicer expects to be finally recoverable from
the
sale or other disposition of the REO Property.
“REO
Imputed Interest”: As to any REO Property, for any period, an amount equivalent
to interest (at the Mortgage Rate that would have been applicable to the
related
Mortgage Loan had it been outstanding) on the unpaid principal balance of
the
Mortgage Loan as of the date of acquisition thereof (as such balance is reduced
pursuant to Section 3.15 by any income from the REO Property treated as a
recovery of principal).
“REO
Proceeds”: Proceeds, net of directly related expenses, received in respect of
any REO Property (including, without limitation, proceeds from the rental
of the
related Mortgaged Property and of any REO Disposition), which proceeds are
required to be deposited into the Custodial Account as and when
received.
“REO
Property”: A Mortgaged Property acquired by the Master Servicer on behalf of the
Trust Fund through foreclosure or deed-in-lieu of foreclosure in connection
with
a defaulted Mortgage Loan.
“Request
for Release”: A release signed by a Servicing Officer, in the form of Exhibits
F-1 or F-2 attached hereto.
“Residual
Certificate”: The Class R Certificates.
“Residual
Interest”: The sole class of “residual interests” in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
“Responsible
Officer”: When used with respect to the Trustee, the Chairman or Vice Chairman
of the Board of Directors or Trustees, the Chairman or Vice Chairman of the
Executive or Standing Committee of the Board of Directors or Trustees, the
President, the Chairman of the Committee on Trust Matters, any vice president,
any assistant vice president, the Secretary, any assistant secretary, the
Treasurer, any assistant treasurer, 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 also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
“Servicing
Account”: The account or accounts created and maintained pursuant to Section
3.09.
“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and
expenses incurred in connection with a default, delinquency or other
unanticipated event in the performance by the Master Servicer or any
Sub-Servicer of its servicing obligations, including, but not limited to,
the
cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
including any expenses incurred in relation to any such proceedings that
result
from the Mortgage Loan being registered on the MERS System, (iii) the management
and liquidation of any REO Property, including reasonable fees paid to any
independent contractor in connection therewith, and (iv) compliance with
the
obligations under the second paragraph of Section 3.01, Section 3.09 and
Section
3.13 (other than any deductible described in the last paragraph
thereof).
54
“Servicing
Criteria” The “servicing criteria” set forth in Item 1122(d) of Regulation AB,
as such may be amended from time to time, or those Servicing Criteria otherwise
mutually agreed to by Sponsor, the Master Servicer and the applicable
Sub-Servicer in response to evolving interpretations of Regulation AB and
incorporated into a revised Exhibit N.
“Servicing
Guide”: The Impac Funding Corporation Servicing Guide attached hereto as Exhibit
K.
“Servicing
Officer”: Any officer of the Master Servicer involved in, or responsible for,
the administration and servicing of the Mortgage Loans, whose name and specimen
signature appear on a list of servicing officers furnished to the Trustee
by the
Master Servicer, as such list may from time to time be amended.
“Single
Certificate”: A Regular Certificate of any Class (other than a Class P
Certificate) evidencing an Initial Certificate Principal Balance of $1,000,
or,
in the case of a Class P Certificate, a Certificate of such Class evidencing
an
Initial Certificate Principal Balance of $100.
“Specially
Serviced Group 2 Loan”: A Group 2 loan with respect to which certain
delinquency, loss or foreclosure events have occurred as provided in the
related
Sub-Servicing Agreement, including any Group 2 loan which is 60 days or more
delinquent.
“Sponsor”
Impac Funding Corporation, or its successor in interest.
“Standard
& Poor’s”: Standard & Poor's Ratings Services, a division of The McGraw
Hill Companies, Inc., or its successor in interest.
“Startup
Day”: The day designated as such pursuant to Article X hereof.
“Stated
Principal Balance”: With respect to any Mortgage Loan or related REO Property at
any given time, (i) the principal balance of the Mortgage Loan outstanding
as of
the Cut-off Date, after application of principal payments due on or before
such
date, whether or not received, minus (ii) the sum of (a) the principal portion
of the Monthly Payments due with respect to such Mortgage Loan or REO Property
during each Due Period ending prior to the most recent Distribution Date
which
were received or with respect to which an Advance was made, and (b) all
Principal Prepayments with respect to such Mortgage Loan or REO Property,
and
all Insurance Proceeds, Liquidation Proceeds and REO Proceeds to the extent
applied by the Master Servicer as recoveries of principal in accordance with
Section 3.15 with respect to such Mortgage Loan or REO Property, which were
distributed pursuant to Section 4.01 on any previous Distribution Date, and
(c)
any Realized Loss with respect thereto allocated pursuant to Section 4.07
for
any previous Distribution Date.
55
“Step-Up
Date”: The Group 1 Step-Up Date or the Group 2 Step-Up Date.
“Stepdown
Date”: The Group 1 Stepdown Date or the Group 2 Stepdown Date.
“Stepdown
Target Subordination Percentage”: For each class of Subordinate Certificates,
the respective percentages indicated in the following table:
Stepdown
Target Subordination Percentage
|
||||
Class
1-M-1
|
10.40
|
%
|
||
Class
1-M-2
|
8.00
|
%
|
||
Class
1-M-3
|
6.70
|
%
|
||
Class
1-M-4
|
5.60
|
%
|
||
Class
1-M-5
|
4.60
|
%
|
||
Class
1-M-6
|
3.90
|
%
|
||
Class
1-M-7
|
3.20
|
%
|
||
Class
1-M-8
|
2.50
|
%
|
||
Class
1-B
|
1.60
|
%
|
“Subordinate
Certificates”: The Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class
1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B
Certificates.
“Subsequent
Recoveries”: Any Liquidation Proceeds (net of amounts owed to the Master
Servicer or any Sub-Servicer with respect to the related Mortgage Loan) received
after the final liquidation of a Mortgage Loan. If Subsequent Recoveries
are
received, they will be included as part of the Principal Remittance Amount
for
the following Distribution Date and distributed in accordance with the
priorities described in Section 4.01 of this Agreement. In addition, after
giving effect to all distributions on a Distribution Date, if any Allocated
Realized Loss Amounts are outstanding, the Allocated Realized Loss Amount
for
the class of Offered Certificates then outstanding with the highest distribution
priority will be decreased by the amount of such Subsequent Recoveries until
reduced to zero (with any remaining Subsequent Recoveries applied to reduce
the
Allocated Realized Loss Amount of the class with the next highest distribution
priority), and the Certificate Principal Balance of such class or classes
of
Offered Certificates will be increased by the same amount. Thereafter, such
class or classes of Offered Certificates will accrue interest on the increased
Certificate Principal Balance.
“Sub-Servicer”:
Any Person with which the Master Servicer has entered into a Sub-Servicing
Agreement and which meets the qualifications of a Sub-Servicer pursuant to
Section 3.02.
“Sub-Servicer
Remittance Date”: With respect to any Mortgage Loan subserviced by Countrywide
Home Loans Servicing LP, the 21st day of each month, or if such day is not
a
Business Day, the immediately preceding Business Day. With respect to any
Mortgage Loan subserviced by GMAC Mortgage, LLC, the 18th day of each month,
or
if such day is not a Business Day, the immediately preceding Business Day.
With
respect to any Mortgage Loan subserviced by Midland, the 18th day of each
month,
or if such day is not a Business Day, the immediately preceding Business
Day.
56
“Sub-Servicing
Account”: An account established by a Sub-Servicer which meets the requirements
set forth in Section 3.08 and is otherwise acceptable to the Master
Servicer.
“Sub-Servicing
Agreement”: The written contract between the Master Servicer and a Sub-Servicer
and any successor Sub-Servicer relating to servicing and administration of
certain Mortgage Loans as provided in Section 3.02.
“Sub-Servicing
Fees”: With respect to each Mortgage Loan, accrued interest at the Sub-Servicing
Fee Rate with respect to the Mortgage Loan on the same principal balance
on
which interest on the Mortgage Loan accrues for the calendar month. The
Sub-Servicing Fees consist of subservicing and other related compensation
payable to the related Sub-Servicer or to the Master Servicer if the Master
Servicer is directly servicing the loan.
“Sub-Servicing
Fee Rate”: On each adjustable-rate Group 1 Loan, including any such mortgage
loan with an initial fixed rate, 0.375% per annum. On each fixed-rate Group
1
Loan for the first lien mortgage loans, 0.250% per annum. On each fixed-rate
Group 1 Loan for the second lien mortgage loans, 0.500% per annum. On each
Group
2 Loan, a rate equal to 0.250% per annum, with such rate increasing to 0.750%
per annum for any Group 2 Loan that becomes a Specially Serviced Group 2
Loan.
“Substitution
Adjustment”: As defined in Section 2.04 hereof.
“Supplemental
Interest Trust”: The Group 1 Supplemental Interest Trust or the Group 2
Supplemental Interest Trust, as applicable.
“Supplemental
Interest Trust Trustee”: The Group 1 Supplemental Interest Trust Trustee or the
Group 2 Supplemental Interest Trust Trustee, as applicable.
“Swap
LIBOR”: LIBOR as determined pursuant to each Interest Rate Swap
Agreement.
“Swap
Optional Termination Payment”: As defined in Section 9.01 hereof.
“Swap
Provider”: The Group 1 Swap Provider or Group 2 Swap Provider, as
applicable.
“Swap
Provider Trigger Event” With respect to any Distribution Date, (i) an Event of
Default under the related Interest Rate Swap Agreement with respect to which
the
Swap Provider is a Defaulting Party, (ii) a Termination Event under the related
Interest Rate Swap Agreement with respect to which the Swap Provider is the
sole
Affected Party, or (iii) an Additional Termination Event under the related
Interest Rate Swap Agreement with respect to which the Swap Provider is the
sole
Affected Party.
“Swap
Termination Payment” Upon the designation of an “Early Termination Date” as
defined in the related Interest Rate Swap Agreement, the payment to be made
by
the Supplemental Interest Trust to the Swap Provider or by the Swap Provider
to
the Supplemental Interest Trust, as applicable, pursuant to the terms of
the
related Interest Rate Swap Agreement.
57
“Tax
Matters Person”: The person designated as “tax matters person” in the manner
provided under Treasury Regulation Sections 1.860F-4(d) and 301.6231(a)(7)-1T.
The Holder of the greatest Percentage Interest in a class of Residual Interests
in a REMIC shall be the Tax Matters Person for the related REMIC. The Trustee,
or any successor thereto or assignee thereof, shall serve as tax administrator
hereunder and as agent for the related Tax Matters Person.
“Tax
Returns”: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on
behalf of REMIC 1, REMIC 2, REMIC 3 and REMIC 4 due to their classification
as
REMICs under the REMIC Provisions, together with any and all other information,
reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal,
state
or local tax laws.
“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation or other form
of
assignment of any Ownership Interest in a Certificate.
“Transferor”:
Any Person who is disposing by Transfer of any Ownership Interest in a
Certificate.
“Trust
Fund”: REMIC 1, REMIC 2, REMIC 3, REMIC 4 the Net WAC Shortfall Reserve Fund and
Master Servicer Prepayment Charge Payment Amount.
“Trustee”:
Deutsche Bank National Trust Company, or its successor in interest, or any
successor trustee appointed as herein provided.
“Uncertificated
Accrued Interest”: With respect to each REMIC Regular Interest on each
Distribution Date, an amount equal to one month's interest at the related
Uncertificated Pass-Through Rate on the related Uncertificated Principal
Balance
or related Uncertificated Notional Amount of such REMIC Regular Interest.
In
each case, Uncertificated Accrued Interest will be reduced by any Net Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls (allocated to such
REMIC
Regular Interests as set forth in Section 1.03).
“Uncertificated
Notional Balance”: With respect to REMIC 3 Regular Interest 1-IO and each
Distribution Date listed below, the aggregate Uncertificated Principal Balance
of the REMIC 1 Regular Interests ending with the designation “A” listed
below:
Distribution
Date
|
REMIC
1 Regular Interests
|
1
|
1-1-A
through 1-84-A
|
2
|
1-1-A
through 1-84-A
|
3
|
1-3-A
through 1-84-A
|
4
|
1-4-A
through 1-84-A
|
5
|
1-5-A
through 1-84-A
|
6
|
1-6-A
through 1-84-A
|
58
7
|
1-7-A
through 1-84-A
|
8
|
1-8-A
through 1-84-A
|
9
|
1-9-A
through 1-84-A
|
10
|
1-10-A
through 1-84-A
|
11
|
1-11-A
through 1-84-A
|
12
|
1-11-A
through 1-84-A
|
13
|
1-13-A
through 1-84-A
|
14
|
1-14-A
through 1-84-A
|
15
|
1-15-A
through 1-84-A
|
16
|
1-16-A
through 1-84-A
|
17
|
1-17-A
through 1-84-A
|
18
|
1-18-A
through 1-84-A
|
19
|
1-19-A
through 1-84-A
|
20
|
1-20-A
through 1-84-A
|
21
|
1-21-A
through 1-84-A
|
22
|
1-21-A
through 1-84-A
|
23
|
1-23-A
through 1-84-A
|
24
|
1-24-A
through 1-84-A
|
25
|
1-25-A
through 1-84-A
|
26
|
1-26-A
through 1-84-A
|
27
|
1-27-A
through 1-84-A
|
28
|
1-28-A
through 1-84-A
|
29
|
1-29-A
through 1-84-A
|
30
|
1-30-A
through 1-84-A
|
31
|
1-31-A
through 1-84-A
|
32
|
1-31-A
through 1-84-A
|
33
|
1-33-A
through 1-84-A
|
34
|
1-34-A
through 1-84-A
|
35
|
1-35-A
through 1-84-A
|
36
|
1-36-A
through 1-84-A
|
37
|
1-37-A
through 1-84-A
|
38
|
1-38-A
through 1-84-A
|
39
|
1-39-A
through 1-84-A
|
40
|
1-40-A
through 1-84-A
|
41
|
1-41-A
through 1-84-A
|
42
|
1-41-A
through 1-84-A
|
43
|
1-43-A
through 1-84-A
|
44
|
1-44-A
through 1-84-A
|
45
|
1-45-A
through 1-84-A
|
46
|
1-46-A
through 1-84-A
|
47
|
1-47-A
through 1-84-A
|
48
|
1-48-A
through 1-84-A
|
49
|
1-49-A
through 1-84-A
|
50
|
1-50-A
through 1-84-A
|
51
|
1-51-A
through 1-84-A
|
52
|
1-51-A
through 1-84-A
|
53
|
1-53-A
through 1-84-A
|
54
|
1-54-A
through 1-84-A
|
55
|
1-55-A
through 1-84-A
|
56
|
1-56-A
through 1-84-A
|
57
|
1-57-A
through 1-84-A
|
58
|
1-58-A
through 1-84-A
|
59
|
1-59-A
through 1-84-A
|
60
|
1-60-A
through 1-84-A
|
61
|
1-61-A
through 1-84-A
|
62
|
1-61-A
through 1-84-A
|
59
63
|
1-63-A
through 1-84-A
|
64
|
1-64-A
through 1-84-A
|
65
|
1-65-A
through 1-84-A
|
66
|
1-66-A
through 1-84-A
|
67
|
1-67-A
through 1-84-A
|
68
|
1-68-A
through 1-84-A
|
69
|
1-69-A
through 1-84-A
|
70
|
1-70-A
through 1-84-A
|
71
|
1-71-A
through 1-84-A
|
72
|
1-71-A
through 1-84-A
|
73
|
1-73-A
through 1-84-A
|
74
|
1-74-A
through 1-84-A
|
75
|
1-75-A
through 1-84-A
|
76
|
1-76-A
through 1-84-A
|
77
|
1-77-A
through 1-84-A
|
78
|
1-78-A
through 1-84-A
|
79
|
1-79-A
through 1-84-A
|
80
|
1-80-A
through 1-84-A
|
81
|
1-81-A
through 1-84-A
|
82
|
1-81-A
through 1-84-A
|
83
|
1-83-A
through 1-84-A
|
84
|
1-84-A
|
thereafter
|
$0.00
|
With
respect to REMIC 3 Regular Interest 2-IO and each Distribution Date listed
below, the aggregate Uncertificated Principal Balance of the REMIC 2 Regular
Interests ending with the designation “A” listed below:
Distribution
Date
|
REMIC
2 Regular Interests
|
1
|
1-1-A
through 1-117-A
|
2
|
1-1-A
through 1-117-A
|
3
|
1-3-A
through 1-117-A
|
4
|
1-4-A
through 1-117-A
|
5
|
1-5-A
through 1-117-A
|
6
|
1-6-A
through 1-117-A
|
7
|
1-7-A
through 1-117-A
|
8
|
1-8-A
through 1-117-A
|
9
|
1-9-A
through 1-117-A
|
10
|
1-10-A
through 1-117-A
|
11
|
1-11-A
through 1-117-A
|
12
|
1-11-A
through 1-117-A
|
13
|
1-13-A
through 1-117-A
|
14
|
1-14-A
through 1-117-A
|
15
|
1-15-A
through 1-117-A
|
16
|
1-16-A
through 1-117-A
|
17
|
1-17-A
through 1-117-A
|
18
|
1-18-A
through 1-117-A
|
19
|
1-19-A
through 1-117-A
|
20
|
1-20-A
through 1-117-A
|
21
|
1-21-A
through 1-117-A
|
22
|
1-21-A
through 1-117-A
|
60
23
|
1-23-A
through 1-117-A
|
24
|
1-24-A
through 1-117-A
|
25
|
1-25-A
through 1-117-A
|
26
|
1-26-A
through 1-117-A
|
27
|
1-27-A
through 1-117-A
|
28
|
1-28-A
through 1-117-A
|
29
|
1-29-A
through 1-117-A
|
30
|
1-30-A
through 1-117-A
|
31
|
1-31-A
through 1-117-A
|
32
|
1-31-A
through 1-117-A
|
33
|
1-33-A
through 1-117-A
|
34
|
1-34-A
through 1-117-A
|
35
|
1-35-A
through 1-117-A
|
36
|
1-36-A
through 1-117-A
|
37
|
1-37-A
through 1-117-A
|
38
|
1-38-A
through 1-117-A
|
39
|
1-39-A
through 1-117-A
|
40
|
1-40-A
through 1-117-A
|
41
|
1-41-A
through 1-117-A
|
42
|
1-41-A
through 1-117-A
|
43
|
1-43-A
through 1-117-A
|
44
|
1-44-A
through 1-117-A
|
45
|
1-45-A
through 1-117-A
|
46
|
1-46-A
through 1-117-A
|
47
|
1-47-A
through 1-117-A
|
48
|
1-48-A
through 1-117-A
|
49
|
1-49-A
through 1-117-A
|
50
|
1-50-A
through 1-117-A
|
51
|
1-51-A
through 1-117-A
|
52
|
1-51-A
through 1-117-A
|
53
|
1-53-A
through 1-117-A
|
54
|
1-54-A
through 1-117-A
|
55
|
1-55-A
through 1-117-A
|
56
|
1-56-A
through 1-117-A
|
57
|
1-57-A
through 1-117-A
|
58
|
1-58-A
through 1-117-A
|
59
|
1-59-A
through 1-117-A
|
60
|
1-60-A
through 1-117-A
|
61
|
1-61-A
through 1-117-A
|
62
|
1-61-A
through 1-117-A
|
63
|
1-63-A
through 1-117-A
|
64
|
1-64-A
through 1-117-A
|
65
|
1-65-A
through 1-117-A
|
66
|
1-66-A
through 1-117-A
|
67
|
1-67-A
through 1-117-A
|
68
|
1-68-A
through 1-117-A
|
69
|
1-69-A
through 1-117-A
|
70
|
1-70-A
through 1-117-A
|
71
|
1-71-A
through 1-117-A
|
72
|
1-71-A
through 1-117-A
|
73
|
1-73-A
through 1-117-A
|
61
74
|
1-74-A
through 1-117-A
|
75
|
1-75-A
through 1-117-A
|
76
|
1-76-A
through 1-117-A
|
77
|
1-77-A
through 1-117-A
|
78
|
1-78-A
through 1-117-A
|
79
|
1-79-A
through 1-117-A
|
80
|
1-80-A
through 1-117-A
|
81
|
1-81-A
through 1-117-A
|
82
|
1-81-A
through 1-117-A
|
83
|
1-83-A
through 1-117-A
|
84
|
1-84-A
through 1-117-A
|
85
|
1-85-A
through 1-117-A
|
86
|
1-86-A
through 1-117-A
|
87
|
1-87-A
through 1-117-A
|
88
|
1-88-A
through 1-117-A
|
89
|
1-89-A
through 1-117-A
|
90
|
1-90-A
through 1-117-A
|
91
|
1-91-A
through 1-117-A
|
92
|
1-91-A
through 1-117-A
|
93
|
1-93-A
through 1-117-A
|
94
|
1-94-A
through 1-117-A
|
95
|
1-95-A
through 1-117-A
|
96
|
1-96-A
through 1-117-A
|
97
|
1-97-A
through 1-117-A
|
98
|
1-98-A
through 1-117-A
|
99
|
1-99-A
through 1-117-A
|
100
|
1-100-A
through 1-117-A
|
101
|
1-101-A
through 1-117-A
|
102
|
1-101-A
through 1-117-A
|
103
|
1-103-A
through 1-117-A
|
104
|
1-104-A
through 1-117-A
|
105
|
1-105-A
through 1-117-A
|
106
|
1-106-A
through 1-117-A
|
107
|
1-107-A
through 1-117-A
|
108
|
1-108-A
through 1-117-A
|
109
|
1-109-A
through 1-117-A
|
110
|
1-110-A
through 1-117-A
|
111
|
1-111-A
through 1-117-A
|
112
|
1-111-A
through 1-117-A
|
113
|
1-113-A
through 1-117-A
|
114
|
1-114-A
through 1-117-A
|
115
|
1-115-A
through 1-117-A
|
116
|
1-116-A
through 1-117-A
|
117
|
1-117-A
|
thereafter
|
$0.00
|
With
respect to the Class 1-IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC 3 Regular Interest 1-IO.
62
With
respect to the Class 2-IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC 3 Regular Interest 2-IO.
“Uncertificated
Pass-Through Rate”: The Uncertificated REMIC 1 Pass-Through Rate, Uncertificated
REMIC 2 Pass-Through Rate or Uncertificated REMIC 3 Pass-Through
Rate.
“Uncertificated
Principal Balance”: With respect to each REMIC Regular Interest, the principal
amount of such REMIC Regular Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Principal Balance
of
each REMIC Regular Interest shall equal the amount set forth in the Preliminary
Statement hereto as its initial Uncertificated Principal Balance. On each
Distribution Date, the Uncertificated Principal Balance of each such REMIC
Regular Interest shall be reduced by all distributions of principal made
on such
REMIC Regular Interest on such Distribution Date pursuant to Section 4.04
and,
if and to the extent necessary and appropriate, shall be further reduced
on such
Distribution Date by Realized Losses as provided in Section 4.05. The
Uncertificated Principal Balances of REMIC 3 Regular Interest 1-ZZ and REMIC
3
Regular Interest 2-ZZ shall be increased by interest deferrals as provided
in
Sections 4.04(c)(1)(ii) and 4.04(c)(2)(ii), respectively. The Uncertificated
Principal Balance of each REMIC Regular Interest shall never be less than
zero.
“Uncertificated
REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interests OC and P
and any Distribution Date, a per annum rate equal to the Group 1 Net Mortgage
Rate for such Distribution Date.
With
respect to each REMIC 1 Regular Interest ending with the designation “A” and any
Distribution Date, a per annum rate equal to the Group 1 Net Mortgage Rate
for
such Distribution Date multiplied by 2, subject to a maximum rate equal to
2
multiplied by the per annum fixed rate set forth in the Group 1 Interest
Rate
Swap Agreement to be used in determining the Net Swap Payment under such
agreement for such Distribution Date.
With
respect to each REMIC 1 Regular Interest ending with the designation “B” and any
Distribution Date, a per annum rate equal to the greater of (x) the excess
of
(1) 2 multiplied by the Group 1 Net Mortgage Rate for such Distribution Date
over (2) 2 multiplied by the per annum fixed rate set forth in the Group
1
Interest Rate Swap Agreement to be used in determining the Net Swap Payment
under such agreement for such Distribution Date, and (y) 0.00%.
“Uncertificated
REMIC 2 Pass-Through Rate”: With respect to REMIC 2 Regular Interests OC and P
and any Distribution Date, a per annum rate equal to the Group 2 Net Mortgage
Rate for such Distribution Date.
With
respect to each REMIC 2 Regular Interest ending with the designation “A” and any
Distribution Date, a per annum rate equal to the Group 2 Net Mortgage Rate
for
such Distribution Date, multiplied by 2, subject to a maximum rate equal
to 2
multiplied by the per annum fixed rate set forth in the Group 2 Interest
Rate
Swap Agreement to be used in determining the Net Swap Payment under such
agreement for such Distribution Date.
With
respect to each REMIC 2 Regular Interest ending with the designation “B” and any
Distribution Date, a per annum rate equal to the greater of (x) the excess
of
(1) 2 multiplied by the Group 2 Net Mortgage Rate for such Distribution Date
over (2) 2 multiplied by the per annum fixed rate set forth in the Group
2
Interest Rate Swap Agreement to be used in determining the Net Swap Payment
under such agreement for such Distribution Date, and (y) 0.00%.
63
“Uncertificated
REMIC 3 Pass-Through Rate”: With respect to each REMIC 3 Group 1 Regular
Interest (other than REMIC 3 Regular Interest 1-IO) and any Distribution
Date, a
per annum rate equal to the weighted average of (i) the Uncertificated REMIC
1
Pass-Through Rates for the REMIC 1 Regular Interests ending with the designation
“B”, REMIC 1 Regular Interest P and REMIC 1 Regular Interest OC for such
Distribution Date, and (ii) the rates listed below for the REMIC 1 Regular
Interests ending with the designation “A” for such Distribution Date, in each
case weighted on the basis of the Uncertificated Principal Balances of each
such
REMIC 1 Regular Interest for such Distribution Date:
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
1
|
1-1-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
2
|
1-1-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
3
|
1-3-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-1-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
4
|
1-4-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-3-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
5
|
1-5-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-4-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
6
|
1-6-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-5-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
7
|
1-7-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-6-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
8
|
1-8-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-7-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
9
|
1-9-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-8-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
10
|
1-10-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-9-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
11
|
1-11-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-10-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
12
|
1-11-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-11-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
13
|
1-13-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-11-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
14
|
1-14-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-13-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
64
15
|
1-15-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-14-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
16
|
1-16-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-15-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
17
|
1-17-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-16-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
18
|
1-18-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-17-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
19
|
1-19-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-18-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
20
|
1-20-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-19-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
21
|
1-21-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-20-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
22
|
1-21-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-21-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
23
|
1-23-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-21-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
24
|
1-24-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-23-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
25
|
1-25-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-24-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
26
|
1-26-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-25-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
27
|
1-27-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-26-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
28
|
1-28-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-27-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
29
|
1-29-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-28-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
30
|
1-30-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-29-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
31
|
1-31-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-30-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
32
|
1-31-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-31-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
33
|
1-33-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-31-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
34
|
1-34-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-33-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
35
|
1-35-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-34-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
65
36
|
1-36-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-35-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
37
|
1-37-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-36-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
38
|
1-38-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-37-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
39
|
1-39-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-38-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
40
|
1-40-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-39-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
41
|
1-41-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-40-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
42
|
1-41-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-41-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
43
|
1-43-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-41-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
44
|
1-44-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-43-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
45
|
1-45-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-44-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
46
|
1-46-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-45-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
47
|
1-47-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-46-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
48
|
1-48-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-47-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
49
|
1-49-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-48-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
50
|
1-50-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-49-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
51
|
1-51-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-50-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
52
|
1-51-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-51-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
53
|
1-53-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-51-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
54
|
1-54-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-53-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
55
|
1-55-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-54-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
56
|
1-56-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
66
1-1-A
through 1-55-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
57
|
1-57-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-56-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
58
|
1-58-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-57-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
59
|
1-59-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-58-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
60
|
1-60-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-59-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
61
|
1-61-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-60-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
62
|
1-61-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-61-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
63
|
1-63-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-61-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
64
|
1-64-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-63-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
65
|
1-65-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-64-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
66
|
1-66-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-65-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
67
|
1-67-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-66-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
68
|
1-68-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-67-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
69
|
1-69-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-68-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
70
|
1-70-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-59-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
71
|
1-71-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-70-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
72
|
1-72-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-71-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
73
|
1-73-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-72-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
74
|
1-74-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-73-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
75
|
1-75-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-74-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
76
|
1-76-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-75-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
77
|
1-77-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
67
1-1-A
through 1-76-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
78
|
1-78-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-77-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
79
|
1-79-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-78-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
80
|
1-80-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-59-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
81
|
1-81-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-80-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
82
|
1-81-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-81-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
83
|
1-83-A
through 1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-81-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
84
|
1-84-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
1-1-A
through 1-83-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
thereafter
|
1-1-A
through 1-84-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
With
respect to REMIC 3 Regular Interest 1-IO and any Distribution Date, a per
annum
rate equal to the excess, if any, of (i) the weighted average of the
Uncertificated REMIC 1 Pass-Through Rates for the REMIC 1 Regular Interests
ending with the designation “A” for such Distribution Date over (ii) 2
multiplied by Swap LIBOR for such Distribution Date.
With
respect to each REMIC 3 Group 2 Regular Interest (other than REMIC 3 Regular
Interest 2-IO) and any Distribution Date, a per annum rate equal to the weighted
average of (i) the Uncertificated REMIC 2 Pass-Through Rates for the REMIC
2
Regular Interests ending with the designation “B”, REMIC 2 Regular Interest P
and REMIC 2 Regular Interest OC for such Distribution Date, and (ii) the
rates
listed below for the REMIC 2 Regular Interests ending with the designation
“A”
for such Distribution Date, in each case weighted on the basis of the
Uncertificated Principal Balances of each such REMIC 2 Regular Interest for
such
Distribution Date:
Distribution
Date
|
REMIC
2 Regular Interest
|
Rate
|
1
|
1-1-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
2
|
1-2-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
3
|
1-3-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-2-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
4
|
1-4-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-3-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
5
|
1-5-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-4-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
6
|
1-6-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
68
1-1-A
through 1-5-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
7
|
1-7-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-6-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
8
|
1-8-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-7-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
9
|
1-9-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-8-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
10
|
1-10-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-9-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
11
|
1-11-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-10-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
12
|
1-12-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-11-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
13
|
1-13-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-12-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
14
|
1-14-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-13-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
15
|
1-15-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-14-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
16
|
1-16-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-15-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
17
|
1-17-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-16-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
18
|
1-18-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-17-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
19
|
1-19-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-18-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
20
|
1-20-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-19-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
21
|
1-21-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-20-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
22
|
1-22-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-21-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
23
|
1-23-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-22-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
24
|
1-24-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-23-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
25
|
1-25-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-24-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
26
|
1-26-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-25-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
69
27
|
1-27-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-26-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
28
|
1-28-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-27-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
29
|
1-29-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-28-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
30
|
1-30-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-29-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
31
|
1-31-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-30-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
32
|
1-32-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-31-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
33
|
1-33-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-32-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
34
|
1-34-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-33-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
35
|
1-35-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-34-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
36
|
1-36-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-35-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
37
|
1-37-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-36-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
38
|
1-38-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-37-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
39
|
1-39-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-38-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
40
|
1-40-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-39-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
41
|
1-41-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-40-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
42
|
1-42-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-41-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
43
|
1-43-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-42-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
44
|
1-44-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-43-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
45
|
1-45-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-44-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
46
|
1-46-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-45-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
47
|
1-47-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
70
1-1-A
through 1-46-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
48
|
1-48-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-47-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
49
|
1-49-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-48-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
50
|
1-50-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-49-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
51
|
1-51-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-50-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
52
|
1-52-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-51-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
53
|
1-53-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-52-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
54
|
1-54-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-53-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
55
|
1-55-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-54-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
56
|
1-56-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-55-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
57
|
1-57-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-56-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
58
|
1-58-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-57-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
59
|
1-59-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-58-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
60
|
1-60-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-59-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
61
|
1-61-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-84-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
62
|
1-62-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-61-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
63
|
1-63-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-62-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
64
|
1-64-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-63-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
65
|
1-65-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-64-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
66
|
1-66-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-65-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
67
|
1-67-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-66-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
68
|
1-68-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
71
1-1-A
through 1-67-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
69
|
1-69-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-68-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
70
|
1-70-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-69-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
71
|
1-71-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-70-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
72
|
1-72-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-71-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
73
|
1-73-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-72-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
74
|
1-74-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-73-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
75
|
1-75-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-74-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
76
|
1-76-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-75-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
77
|
1-77-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-76-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
78
|
1-78-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-77-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
79
|
1-79-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-78-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
80
|
1-80-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-79-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
81
|
1-81-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-80-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
82
|
1-82-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-81-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
83
|
1-83-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-82-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
84
|
1-84-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-83-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
85
|
1-85-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-84-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
86
|
1-86-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-85-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
87
|
1-87-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-86-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
88
|
1-88-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-87-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
72
89
|
1-89-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-88-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
80
|
1-80-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-89-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
91
|
1-91-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-90-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
92
|
1-92-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-91-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
93
|
1-93-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-92-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
94
|
1-94-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-93-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
95
|
1-95-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-94-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
96
|
1-96-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-95-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
97
|
1-97-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-96-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
98
|
1-98-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-97-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
99
|
1-99-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-98-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
90
|
1-90-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-99-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
101
|
1-101-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-100-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
102
|
1-102-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-101-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
103
|
1-103-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-102-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
104
|
1-104-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-103-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
105
|
1-105-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-104-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
106
|
1-106-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-105-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
107
|
1-107-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-106-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
108
|
1-108-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-107-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
109
|
1-109-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
73
1-1-A
through 1-108-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
110
|
1-100-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-109-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
111
|
1-111-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-110-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
112
|
1-112-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-111-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
113
|
1-113-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-112-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
114
|
1-114-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-113-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
115
|
1-115-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-114-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
116
|
1-116-A
through 1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-115-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
117
|
1-117-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
1-1-A
through 1-116-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
thereafter
|
1-1-A
through 1-117-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
With
respect to REMIC 3 Regular Interest 2-IO and any Distribution Date, a per
annum
rate equal to the excess of (i) the weighted average of the Uncertificated
REMIC
2 Pass-Through Rates for the REMIC 2 Regular Interests ending with the
designation “A” for such Distribution Date over (ii) 2 multiplied by Swap LIBOR
for such Distribution Date.
“Uninsured
Cause”: Any cause of damage to property subject to a Mortgage such that the
complete restoration of such property is not fully reimbursable by the hazard
insurance policies or flood insurance policies required to be maintained
pursuant to Section 3.13.
“United
States Person”: A citizen or resident of the United States, a corporation or a
partnership (including an entity treated as a corporation or partnership
for
United States federal income tax purposes) created or organized in, or under
the
laws of, the United States or any State thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations)
provided that, for purposes solely of the restrictions on the transfer of
Class
R Certificates, no partnership or other entity treated as a partnership for
United States federal income tax purposes shall be treated as a United States
Person unless all persons that own an interest in such partnership either
directly or through any entity that is not a corporation for United States
federal income tax purposes are required by the applicable operative agreement
to be United States Persons or an estate whose income is subject to United
States federal income tax regardless of its source, or a trust if a court
within
the United States is able to exercise primary supervision over the
administration of the trust and one or more such United States Persons have
the
authority to control all substantial decisions of the trust. To the extent
prescribed in regulations by the Secretary of the Treasury, which have not
yet
been issued, a trust which was in existence on August 20, 1996 (other than
a
trust treated as owned by the grantor under subpart E of part I of subchapter
J
of chapter 1 of the Code), and which was treated as a United States person
on
August 20, 1996 may elect to continue to be treated as a United States person
notwithstanding the previous sentence.
74
“Unpaid
Interest Shortfall Amount”: For each Class of Offered Certificates and any
Distribution Date, the amount, if any, by which (a) the sum of (1) the Monthly
Interest Distributable Amount for such Class for such Distribution Date and
(2)
the outstanding Unpaid Interest Shortfall Amount, if any, for such Class
for the
immediately preceding Distribution Date exceeds (b) the aggregate amount
distributed on such Class in respect of interest pursuant to clause (a) of
this
definition on such Distribution Date, plus interest on the amount of Unpaid
Interest Shortfall Amount due but not paid on such Class on the immediately
preceding Distribution Date, to the extent permitted by law, at the Pass-Through
Rate for such Class for the related Accrual Period.
“Voting
Rights”: The portion of the voting rights of all of the Certificates which is
allocated to any Certificate. At all times during the term of this Agreement,
(i) 98% of all Voting Rights will be allocated among the Holders of the Class
A
Certificates, the Subordinate Certificates and the Class C Certificates in
proportion to the then outstanding Certificate Principal Balances of their
respective Certificates, (ii) 1% of all Voting Rights will be allocated to
the
Holders of the Class P Certificates and (iii) 1% of all Voting Rights will
be
allocated to the Holders of the Class R Certificates. The Voting Rights
allocated to any Class of Certificates shall be allocated among all Holders
of
the Certificates of such Class in proportion to the outstanding Percentage
Interests in such Class represented thereby.
Section
1.02. Determination
of LIBOR.
LIBOR
applicable to the calculation of the Pass-Through Rate on the Class A
Certificates and Subordinate Certificates for any Accrual Period will be
determined on each LIBOR Rate Adjustment Date.
On
each
LIBOR Rate Adjustment Date, LIBOR shall be established by the Trustee and,
as to
any Accrual Period, will equal the rate for one month United States dollar
deposits that appears on the Telerate Screen Page 3750 as of 11:00 a.m.,
London
time, on such LIBOR Rate Adjustment Date. “Telerate Screen Page 3750” means the
display designated as page 3750 on the Telerate Service (or such other page
as
may replace page 3750 on that service for the purpose of displaying London
interbank offered rates of major banks). If such rate does not appear on
such
page (or such other page as may replace that page on that service, or if
such
service is no longer offered, LIBOR shall be so established by use of such
other
service for displaying LIBOR or comparable rates as may be selected by the
Trustee after consultation with the Master Servicer), the rate will be the
Reference Bank Rate. The “Reference Bank Rate” will be determined on the basis
of the rates at which deposits in U.S. Dollars are offered by the reference
banks (which shall be any three major banks that are engaged in transactions
in
the London interbank market, selected by the Trustee after consultation with
the
Master Servicer) as of 11:00 a.m., London time, on the LIBOR Rate Adjustment
Date to prime banks in the London interbank market for a period of one month
in
amounts approximately equal to the aggregate Certificate Principal Balance
of
the Class A Certificates and Subordinate Certificates then outstanding. The
Trustee will request the principal London office of each of the reference
banks
to provide a quotation of its rate. If at least two such quotations are
provided, the rate will be the arithmetic mean of the quotations rounded
up to
the next multiple of 1/16%. If on such date fewer than two quotations are
provided as requested, the rate will be the arithmetic mean of the rates
quoted
by one or more major banks in New York City, selected by the Trustee after
consultation with the Master Servicer, as of 11:00 a.m., New York City time,
on
such date for loans in U.S. Dollars to leading European banks for a period
of
one month. If no such quotations can be obtained, the rate will be LIBOR
for the
prior Distribution Date; provided however, if, under the priorities described
above, LIBOR for a Distribution Date would be based on LIBOR for the previous
Distribution Date for the third consecutive Distribution Date, the Trustee
shall
select an alternative comparable index after consultation with the Master
Servicer (over which the Trustee has no control), used for determining one-month
Eurodollar lending rates that is calculated and published (or otherwise made
available) by an independent party.
75
The
establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and
the
Trustee’s subsequent calculation of the Pass-Through Rate applicable to the
Class A Certificates and Subordinate Certificates for the relevant Accrual
Period, in the absence of manifest error, will be final and
binding.
Promptly
following each LIBOR Rate Adjustment Date the Trustee shall supply the Master
Servicer with the results of its determination of LIBOR on such date.
Furthermore, the Trustee will supply to any Certificateholder so requesting
by
telephone the Pass-Through Rate on the Class A Certificates and Subordinate
Certificates for the current and the immediately preceding Accrual
Period.
Section
1.03. Allocation
of Certain Interest Shortfalls.
For
purposes of calculating the amount of the Monthly Interest Distributable
Amount
for the Class A Certificates, the Subordinate Certificates and the Class
C
Certificates for any Distribution Date, the aggregate amount of any Net
Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred
in respect of the related Mortgage Loans for any Distribution Date shall
be
allocated first, among the related Class C Certificates, based on, and to
the
extent of, one month's interest at the then applicable Pass-Through Rate
on the
related Notional Balance of each such Certificate and, thereafter, among
the
Class A Certificates and the Subordinate Certificates on a pro
rata
basis,
based on, and to the extent of, one month's interest at the then applicable
respective Pass-Through Rates on the respective Certificate Principal Balances
of each such Certificate.
For
purposes of calculating the amount of Uncertificated Accrued Interest for
the
REMIC 1 Regular Interests for any Distribution Date, the aggregate amount
of any
Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
incurred in respect of Loan Group 1 shall be allocated first, to REMIC 1
Regular
Interests ending with the designation “B” and REMIC 1 Regular Interests OC and
P, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 1 Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC 1 Regular Interest, and then, to REMIC
1
Regular Interests ending with the designation “A”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 1 Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC 1 Regular Interest.
76
For
purposes of calculating the amount of Uncertificated Accrued Interest for
the
REMIC 2 Regular Interests for any Distribution Date, the aggregate amount
of any
Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
incurred in respect of Loan Group 2 shall be allocated first, to REMIC 2
Regular
Interests ending with the designation “B” and REMIC 2 Regular Interests OC and
P, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 2 Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC 2 Regular Interest, and then, to REMIC
2
Regular Interests ending with the designation “A”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 2 Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC 2 Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for
the
REMIC 3 Group 1 Regular Interests (other than REMIC 3 Regular Interest 1-IO)
for
any Distribution Date, the aggregate amount of any Net Prepayment Interest
Shortfalls and any Relief Act Interest Shortfalls incurred in respect of
the
Loan Group 1 for any Distribution Date shall be allocated first, to
Uncertificated Accrued Interest payable to REMIC 3 Regular Interest 1-AA
and
REMIC 3 Regular Interest 1-ZZ up to an aggregate amount equal to the REMIC
3
Group 1 Interest Loss Allocation Amount, 98% and 2%, respectively, and
thereafter among REMIC 3 Regular Interest 1-AA, each REMIC 3 Group 1 Regular
Interest for which a Class 1-A, Class 1-M, Class 1-B or Class 1-P Certificate
is
the Corresponding Certificate and REMIC 3 Regular Interest 1-ZZ, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 3 Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC 3 Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for
the
REMIC 3 Group 2 Regular Interests (other than REMIC 3 Regular Interest 2-IO)
for
any Distribution Date, the aggregate amount of any Net Prepayment Interest
Shortfalls and any Relief Act Interest Shortfalls incurred in respect of
the
Loan Group 2 for any Distribution Date shall be allocated first, to
Uncertificated Accrued Interest payable to REMIC 3 Regular Interest 2-AA
and
REMIC 3 Regular Interest 2-ZZ up to an aggregate amount equal to the REMIC
3
Group 2 Interest Loss Allocation Amount, 98% and 2%, respectively, and
thereafter among REMIC 3 Regular Interest 1-AA, each REMIC 3 Group 2 Regular
Interest for which a Class 2-A Certificate or Class 2-P Certificate is the
Corresponding Certificate and REMIC 3 Regular Interest 2-ZZ, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 3 Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC 3 Regular Interest.
77
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
ORIGINAL
ISSUANCE OF CERTIFICATES
Section
2.01. Conveyance
of Mortgage Loans.
The
Depositor, as of the Closing Date, and concurrently with the execution and
delivery hereof, does hereby assign, transfer, sell, set over and otherwise
convey to the Trustee without recourse all the right, title and interest
of the
Depositor in and to the Mortgage Loans identified on the Mortgage Loan Schedule
(exclusive of any prepayment fees and late payment charges received thereon)
and
all other assets included or to be included in the Trust Fund for the benefit
of
the Certificateholders, including the amount to be deposited by or on behalf
of
the Depositor into the Net WAC Shortfall Reserve Fund. Such assignment includes
all principal and interest received by the Master Servicer on or with respect
to
the Mortgage Loans (other than payment of principal and interest due on or
before the Cut-off Date).
In
connection with such transfer and assignment, the Depositor has caused the
Sponsor to deliver to, and deposit with the Custodian, as described in the
Mortgage Loan Purchase Agreement, with respect to each Mortgage Loan, the
following documents or instruments:
(i) the
original Mortgage Note endorsed without recourse, “Deutsche Bank National Trust
Company, as trustee under the Pooling and Servicing Agreement relating to
Impac
Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2006-5” with
all intervening endorsements showing an unbroken chain of endorsements from
the
originator to the Person endorsing it to the Trustee or, with respect to
any
Mortgage Loan as to which the original Mortgage Note has been permanently
lost
or destroyed and has not been replaced, a Lost Note Affidavit;
(ii) the
original recorded Mortgage, noting the presence of the MIN of the Mortgage
Loan
and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage
Loan is a MOM Loan, with evidence of recording indicated thereon or, if the
original Mortgage has not been returned from the public recording office,
a copy
of the Mortgage certified by the Sponsor or the public recording office in
which
such Mortgage has been recorded to be a true and complete copy of the original
Mortgage submitted for recording;
(iii) unless
the Mortgage Loan is registered on the MERS® System, a duly executed original
Assignment of the Mortgage, without recourse, in recordable form to Deutsche
Bank National Trust Company, as trustee,” or to “Deutsche Bank National Trust
Company, as trustee for holders of Impac Secured Assets Corp., Mortgage
Pass-Through Certificates, Series 2006-5”;
(iv) the
original recorded Assignment or Assignments of the Mortgage showing an unbroken
chain of assignment from the originator thereof to the Person assigning it
to
the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS® System
and noting the presence of a MIN) or, if any such Assignment has not been
returned from the applicable public recording office, a copy of such Assignment
certified by the Sponsor to be a true and complete copy of the original
Assignment submitted to the title insurance company for recording;
78
(v) the
original title insurance policy, or, if such policy has not been issued,
any one
of an original or a copy of the preliminary title report, title binder or
title
commitment on the Mortgaged Property with the original policy of the insurance
to be delivered promptly following the receipt thereof;
(vi) a
copy of
the related hazard insurance policy; and
(vii) a
true
and correct copy of any assumption, modification, consolidation or substitution
agreement.
The
Sponsor is obligated as described in the Mortgage Loan Purchase Agreement,
with
respect to the Mortgage Loans, to deliver to the Custodian: (a) either the
original recorded Mortgage, or in the event such original cannot be delivered
by
the Sponsor, a copy of such Mortgage certified as true and complete by the
appropriate recording office, in those instances where a copy thereof certified
by the Sponsor was delivered to the Custodian pursuant to clause (ii) above;
and
(b) either the original Assignment or Assignments of the Mortgage, with evidence
of recording thereon, showing an unbroken chain of assignment from the
originator to the Sponsor, or in the event such original cannot be delivered
by
the Sponsor, a copy of such Assignment or Assignments certified as true and
complete by the appropriate recording office, in those instances where copies
thereof certified by the Sponsor were delivered to the Custodian pursuant
to
clause (iv) above. However, pursuant to the Mortgage Loan Purchase Agreement
with respect to the Mortgage Loans, the Sponsor need not cause to be recorded
any assignment in any jurisdiction under the laws of which, as evidenced
by an
Opinion of Counsel delivered by the Sponsor to the Trustee, the Certificate
Insurer and the Rating Agencies, the recordation of such assignment is not
necessary to protect the Trustee’s interest in the related Mortgage Loan;
provided,
however,
notwithstanding the delivery of any Opinion of Counsel, each assignment shall
be
submitted for recording by the Sponsor in the manner described above, at
no
expense to the Trust or the Trustee, upon the earliest to occur of: (i)
direction by the Holders of Certificates evidencing at least 25% of the Voting
Rights or the Certificate Insurer, (ii) the occurrence of a Event of Default,
(iii) the occurrence of a bankruptcy, insolvency or foreclosure relating
to the
Sponsor, (iv) the occurrence of a servicing transfer as described in Section
7.02 hereof and (v) if the Sponsor is not the Master Servicer and with respect
to any one assignment, the occurrence of a bankruptcy, insolvency or foreclosure
relating to the Mortgagor under the related Mortgage.
Notwithstanding
anything to the contrary contained in this Section 2.01, in those instances
where the public recording office retains the original Mortgage after it
has
been recorded, the Sponsor shall be deemed to have satisfied its obligations
hereunder upon delivery to the Custodian of a copy of such Mortgage certified
by
the public recording office to be a true and complete copy of the recorded
original thereof.
If
any
Assignment is lost or returned unrecorded to the Custodian because of any
defect
therein, the Sponsor is required, as described in the Mortgage Loan Purchase
Agreement with respect to the Mortgage Loans, to prepare a substitute Assignment
or cure such defect, as the case may be, and the Sponsor shall cause such
Assignment to be recorded in accordance with this section.
79
The
Sponsor is required as described in the Mortgage Loan Purchase Agreement
with
respect to the Mortgage Loans, to exercise its best reasonable efforts to
deliver or cause to be delivered to the Custodian within 120 days of the
Closing
Date, with respect to the Mortgage Loans, the original or a photocopy of
the
title insurance policy with respect to each such Mortgage Loan assigned to
the
Trustee pursuant to this Section 2.01.
In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Sponsor further agrees that it will cause, at the Sponsor's own
expense, as of the Closing Date, the MERS® System to indicate that such Mortgage
Loans have been assigned by the Sponsor to the Trustee in accordance with
this
Agreement for the benefit of the Certificateholders and the Certificate Insurer
by including (or deleting, in the case of Mortgage Loans which are repurchased
in accordance with this Agreement) in such computer files (a) the code in
the
field which identifies the specific Trustee and (b) the code in the field
“Pool
Field” which identifies the series of the Certificates issued in connection with
such Mortgage Loans. The Depositor further agrees that it will not, and will
not
permit the Master Servicer to, and the Master Servicer agrees that it will
not,
alter the codes referenced in this paragraph with respect to any Mortgage
Loan
during the term of this Agreement unless and until such Mortgage Loan is
repurchased in accordance with the terms of this Agreement.
All
original documents relating to the Mortgage Loans which are not delivered
to the
Custodian are and shall be held by the Master Servicer in trust for the benefit
of the Trustee on behalf of the Certificateholders and the Certificate
Insurer.
Except
as
may otherwise expressly be provided herein, none of the Depositor, the Master
Servicer or the Trustee shall (and the Master Servicer shall ensure that
no
Sub-Servicer shall) assign, sell, dispose of or transfer any interest in
the
Trust Fund or any portion thereof, or cause the Trust Fund or any portion
thereof to be subject to any lien, claim, mortgage, security interest, pledge
or
other encumbrance.
It
is
intended that the conveyance of the Mortgage Loans by the Depositor to the
Trustee as provided in this Section be, and be construed as, a sale of the
Mortgage Loans as provided for in this Section 2.01 by the Depositor to the
Trustee for the benefit of the Certificateholders and the Certificate Insurer.
It is, further, not intended that such conveyance be deemed a pledge of the
Mortgage Loans by the Depositor to the Trustee to secure a debt or other
obligation of the Depositor. However, in the event that the Mortgage Loans
are
held to be property of the Depositor, or if for any reason this Agreement
is
held or deemed to create a security interest in the Mortgage Loans, then
it is
intended that, (a) this Agreement shall also be deemed to be a security
agreement within the meaning of Articles 8 and 9 of the New York Uniform
Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction; (b) the conveyance provided for in this Section shall be deemed
to
be (1) a grant by the Depositor to the Trustee of a security interest in
all of
the Depositor's right (including the power to convey title thereto), title
and
interest, whether now owned or hereafter acquired, in and to (A) the Mortgage
Loans, including the Mortgage Notes, the Mortgages, any related Insurance
Policies and all other documents in the related Mortgage Files, (B) all amounts
payable to the holders of the Mortgage Loans in accordance with the terms
thereof and (C) all proceeds of the conversion, voluntary or involuntary,
of the
foregoing into cash, instruments, securities or other property, including
without limitation all amounts from time to time held or invested in the
Certificate Account or the Custodial Account, whether in the form of cash,
instruments, securities or other property and (2) an assignment by the Depositor
to the Trustee of any security interest in any and all of the Sponsor's right
(including the power to convey title thereto), title and interest, whether
now
owned or hereafter acquired, in and to the property described in the foregoing
clauses (1)(A) through (C); (c) the possession by the Trustee or any other
Custodian or agent of the Trustee of Mortgage Notes and such other items
of
property as constitute instruments, money, negotiable documents or chattel
paper
shall be deemed to be “possession by the secured party” or possession by a
purchaser or a person designated by such secured party, for purposes of
perfecting the security interest pursuant to the New York Uniform Commercial
Code and the Uniform Commercial Code of any other applicable jurisdiction
(including, without limitation, Sections 9-115, 9-305, 8-102, 8-301, 8-501
and
8-503 thereof); and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the
Trustee
for the purpose of perfecting such security interest under applicable law.
The
Depositor and the Trustee shall, to the extent consistent with this Agreement,
take such actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such throughout the term of
the
Agreement.
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Concurrently
with the execution of this Agreement, the Interest Rate Swap Agreements and
Cap
Contracts shall be delivered to the Trustee. In connection therewith, the
Company hereby directs the Trustee, as Supplemental Interest Trust Trustee
(not
in its individual capacity, but solely in its capacity as Supplemental Interest
Trust Trustee), to execute and deliver the related Interest Rate Swap Agreement
and to exercise the rights, perform the obligations, and make the
representations of Party B (as defined therein) as set forth in the related
Interest Rate Swap Agreement and as provided in this Agreement on the Closing
Date and thereafter. In addition, the Trustee, as Supplemental Interest Trust
Trustee (not in its individual capacity, but solely in its capacity as
Supplemental Interest Trust Trustee), is hereby directed to execute and deliver
the related Cap Contracts on behalf of Party B (as defined therein) and to
exercise the rights, perform the obligations, and make the representations
of
Party B as set forth in the related Cap Contracts and as provided in this
Agreement on the Closing Date and thereafter. The Seller, the Servicer, the
Depositor and the related Certificateholders, by acceptance of their
Certificates, acknowledge and agree the Trustee, as Supplemental Interest
Trust
Trustee, shall execute and deliver the related Interest Rate Swap Agreement
and
Cap Contracts on behalf of Party B (as defined therein) and to exercise the
rights, perform the obligations, and make the representations of Party B
as set
forth in the related Interest Rate Swap Agreement and Cap Contracts and as
provided in this Agreement and shall do so solely in its capacity as
Supplemental Interest Trust Trustee and not in its individual
capacity.
Every
provision of this Agreement relating to the conduct or affecting the liability
of or affording protection to the Supplemental Interest Trust Trustees shall
apply to each Supplemental Interest Trust Trustee’s execution of the related
Interest Rate Swap Agreement and Cap Contracts, and the performance of its
duties and satisfaction of its obligations on behalf of Party B
thereunder.
81
Section
2.02. Acceptance
of the Trust Fund by the Trustee.
The
Custodian, with respect to the Mortgage Files held by it, acknowledges receipt
(subject to any exceptions noted in the Initial Certification described below)
on behalf of the Trustee, of the documents referred to in Section 2.01 above
and
all other assets included in the definition of “Trust Fund” and declares that it
holds and will hold such documents and the other documents delivered to it
constituting the Mortgage Files, and that it holds or will hold such other
assets included in the definition of “Trust Fund” (to the extent delivered or
assigned to the Trustee), in trust for the exclusive use and benefit of all
present and future Certificateholders and the Certificate Insurer.
The
Custodian agrees, for the benefit of the Certificateholders and the Certificate
Insurer, to review or cause to be reviewed on its behalf, each Mortgage File
on
or before the Closing Date to ascertain that all documents required to be
delivered to it are in its possession, and the Custodian agrees to execute
and
deliver, or cause to be executed and delivered, to the Certificate Insurer,
the
Depositor and the Master Servicer on the Closing Date, with respect to each
Mortgage Loan, an Initial Certification in the form annexed hereto as Exhibit
C
to the effect that, as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan
specifically identified in such certification as not covered by such
certification), (i) all documents required to be delivered to it pursuant
to
this Agreement with respect to such Mortgage Loan are in its possession,
(ii)
such documents have been reviewed by it and appear regular on their face
and
relate to such Mortgage Loan and (iii) based on its examination and only
as to
the foregoing documents, the information set forth in items (i), (ii), (iii)(A)
and (iv) of the definition of the “Mortgage Loan Schedule” accurately reflects
information set forth in the Mortgage File. None of the Custodian, the Trustee
or the Master Servicer shall be under any duty to determine whether any Mortgage
File should include any of the documents specified in clause (vi) or (vii)
of
Section 2.01. None of the Custodian, the Trustee or the Master Servicer shall
be
under any duty or obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable or appropriate for the represented purpose or that they
have actually been recorded, or they are in recordable form or that they
are
other than what they purport to be on their face.
Within
90
days of the Closing Date, with respect to the Mortgage Loans, the Trustee,
or
the Custodian on its behalf, shall deliver to the Certificate Insurer, the
Depositor and the Master Servicer a Final Certification in the form annexed
hereto as Exhibit D evidencing the completeness of the Mortgage Files, with
any
applicable exceptions noted thereon, with respect to all of the Mortgage
Loans.
If
in the
process of reviewing the Mortgage Files and preparing the certifications
referred to above the Custodian finds any document or documents constituting
a
part of a Mortgage File to be missing or defective in any material respect,
the
Custodian shall promptly notify the Sponsor, the Master Servicer, the
Certificate Insurer, the Trustee (if not the Custodian) and the Depositor.
The
Trustee shall promptly notify the Sponsor of such defect and request that
the
Sponsor cure any such defect within 60 days from the date on which the Sponsor
was notified of such defect, and if the Sponsor does not cure such defect
in all
material respects during such period, request on behalf of the
Certificateholders and the Certificate Insurer that the Sponsor purchase
such
Mortgage Loan from the Trust Fund at the Purchase Price within 90 days after
the
date on which the Sponsor was notified of such defect; provided that if such
defect would cause the Mortgage Loan to be other than a “qualified mortgage” as
defined in Section 860G(a)(3) of the Code, any such cure or repurchase must
occur within 90 days from the date such breach was discovered. It is understood
and agreed that the obligation of the Sponsor to cure a material defect in,
or
purchase any Mortgage Loan as to which a material defect in a constituent
document exists shall constitute the sole remedy respecting such defect
available to Certificateholders, the Certificate Insurer or the Trustee on
behalf of Certificateholders. The Purchase Price for the purchased Mortgage
Loan
shall be deposited or caused to be deposited upon receipt by the Master Servicer
in the Custodial Account and, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Custodian
shall
release or cause to be released to the Sponsor the related Mortgage File
and
shall execute and deliver such instruments of transfer or assignment, in
each
case without recourse, as the Sponsor shall require as necessary to vest
in the
Sponsor ownership of any Mortgage Loan released pursuant hereto and at such
time
the Trustee and the Custodian shall have no further responsibility with respect
to the related Mortgage File. In furtherance of the foregoing, if the Sponsor
is
not a member of MERS and the Mortgage is registered on the MERS® System, the
Master Servicer, at its own expense and without any right of reimbursement,
shall cause MERS to execute and deliver an assignment of the Mortgage in
recordable form to transfer the Mortgage from MERS to the Sponsor and shall
cause such Mortgage to be removed from registration on the MERS® System in
accordance with MERS' rules and regulations.
82
Section
2.03. Representations,
Warranties and Covenants of the Master Servicer and the Depositor.
(a) The
Master Servicer hereby represents and warrants to and covenants with the
Depositor and the Trustee for the benefit of Certificateholders and the
Certificate Insurer that:
(i) The
Master Servicer is, and throughout the term hereof shall remain, a corporation
duly organized, validly existing and in good standing under the laws of the
state of its incorporation (except as otherwise permitted pursuant to Section
6.02), the Master Servicer is, and shall remain, in compliance with the laws
of
each state in which any Mortgaged Property is located to the extent necessary
to
perform its obligations under this Agreement, and the Master Servicer is,
and
shall remain, approved to sell mortgage loans to and service mortgage loans
for
Xxxxxx Xxx and Xxxxxxx Mac;
(ii) The
execution and delivery of this Agreement by the Master Servicer, and the
performance and compliance with the terms of this Agreement by the Master
Servicer, will not violate the Master Servicer's articles of incorporation
or
bylaws or constitute a default (or an event which, with notice or lapse of
time,
or both, would constitute a default) under, or result in the breach of, any
material agreement or other instrument to which it is a party or which is
applicable to it or any of its assets;
83
(iii) The
Master Servicer has the full power and authority to enter into and consummate
all transactions contemplated by this Agreement, has duly authorized the
execution, delivery and performance of this Agreement, and has duly executed
and
delivered this Agreement;
(iv) This
Agreement, assuming due authorization, execution and delivery by the Depositor
and the Trustee, constitutes a valid, legal and binding obligation of the
Master
Servicer, enforceable against the Master Servicer in accordance with the
terms
hereof, subject to (A) applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors' rights
generally, and (B) general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law;
(v) The
Master Servicer is not in violation of, and its execution and delivery of
this
Agreement and its performance and compliance with the terms of this Agreement
will not constitute a violation of, any law, any order or decree of any court
or
arbiter, or any order, regulation or demand of any federal, state or local
governmental or regulatory authority, which violation is likely to affect
materially and adversely either the ability of the Master Servicer to perform
its obligations under this Agreement or the financial condition of the Master
Servicer;
(vi) No
litigation is pending (other than litigation with respect to which pleadings
or
documents have been filed with a court, but not served on the Master Servicer)
or, to the best of the Master Servicer's knowledge, threatened against the
Master Servicer which would prohibit its entering into this Agreement or
performing its obligations under this Agreement or is likely to affect
materially and adversely either the ability of the Master Servicer to perform
its obligations under this Agreement or the financial condition of the Master
Servicer;
(vii) The
Master Servicer will comply in all material respects in the performance of
this
Agreement with all reasonable rules and requirements of each insurer under
each
Insurance Policy;
(viii) The
execution of this Agreement and the performance of the Master Servicer's
obligations hereunder do not require any license, consent or approval of
any
state or federal court, agency, regulatory authority or other governmental
body
having jurisdiction over the Master Servicer, other than such as have been
obtained;
(ix) No
information, certificate of an officer, statement furnished in writing or
report
delivered to the Depositor, any affiliate of the Depositor or the Trustee
by the
Master Servicer in its capacity as Master Servicer, and not in its capacity
as a
Sponsor hereunder, will, to the knowledge of the Master Servicer, contain
any
untrue statement of a material fact;
(x) The
Master Servicer will not waive any Prepayment Charge unless it is waived
in
accordance with the standard set forth in Section 3.01; and
(xi) The
Master Servicer is a member of MERS in good standing, and will comply in
all
material respects with the rules and procedures of MERS in connection with
the
servicing of the Mortgage Loans that are registered with MERS.
84
It
is
understood and agreed that the representations, warranties and covenants
set
forth in this Section 2.03(a) shall survive the execution and delivery of
this
Agreement, and shall inure to the benefit of the Depositor, the Trustee,
the
Certificate Insurer and the Certificateholders. Upon discovery by the Depositor,
the Trustee, the Certificate Insurer or the Master Servicer of a breach of
any
of the foregoing representations, warranties and covenants that materially
and
adversely affects the interests of the Depositor, the Certificate Insurer
or the
Trustee, the party discovering such breach shall give prompt written notice
to
the other parties. Notwithstanding the foregoing, within 90 days of the earlier
of discovery by the Master Servicer or receipt of notice by the Master Servicer
of the breach of the covenant of the Master Servicer set forth in Section
2.03(x) above which materially and adversely affects the interests of the
Holders of the related Class P Certificates in any Prepayment Charge, the
Master
Servicer shall remedy such breach as follows: the Master Servicer shall pay
the
amount of such waived Prepayment Charge, for the benefit of the Holders of
the
related Class P Certificates, by depositing such amount into the Custodial
Account (net of any amount actually collected by the Master Servicer in respect
of such Prepayment Charge and remitted by the Master Servicer, for the benefit
of the Holders of the related Class P Certificates, in respect of such
Prepayment Charge, into the Custodial Account). The foregoing shall not,
however, limit any remedies available to the Certificateholders, the Depositor,
the Certificate Insurer or the Trustee on behalf of the Certificateholders,
pursuant to the Mortgage Loan Purchase Agreement respecting a breach of any
of
the representations, warranties and covenants contained in the Mortgage Loan
Purchase Agreement.
(b) The
Depositor hereby represents and warrants to the Master Servicer and the Trustee
for the benefit of Certificateholders and the Certificate Insurer that as
of the
Closing Date, the representations and warranties of the Sponsor with respect
to
the Mortgage Loans and the remedies therefor that are contained in the Mortgage
Loan Purchase Agreement are as set forth in Exhibit I hereto.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the
Custodian, on behalf of the Trustee.
Upon
discovery by either the Depositor, the Master Servicer, the Certificate Insurer
or the Trustee of a breach of any representation or warranty set forth in
this
Section 2.03 which materially and adversely affects the interests of the
Certificateholders or the Certificate Insurer in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other
parties.
Section
2.04. Representations
and Warranties of the Sponsor.
The
Depositor hereby assigns to the Trustee for the benefit of Certificateholders
and the Certificate Insurer all of its rights (but none of its obligations)
in,
to and under the Mortgage Loan Purchase Agreement. Insofar as the Mortgage
Loan
Purchase Agreement relates to such representations and warranties and any
remedies provided thereunder for any breach of such representations and
warranties, such right, title and interest may be enforced by the Trustee
on
behalf of the Certificateholders. Upon the discovery by the Depositor, the
Master Servicer, the Certificate Insurer or the Trustee of a breach of any
of
the representations and warranties made in the Mortgage Loan Purchase Agreement
in respect of any Mortgage Loan which materially and adversely affects the
interests of the Certificateholders or the Certificate Insurer in such Mortgage
Loan, the party discovering such breach shall give prompt written notice
to the
other parties. The Trustee shall promptly notify the Sponsor of such breach
and
request that the Sponsor shall, within 90 days from the date that the Sponsor
was notified or otherwise obtained knowledge of such breach, either (i) cure
such breach in all material respects or (ii) purchase such Mortgage Loan
from
the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if such 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 cure or repurchase must occur within 90 days from the date such breach
was
discovered. However, in the case of a breach under the Mortgage Loan Purchase
Agreement, subject to the approval of the Depositor the Sponsor shall have
the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the
Closing
Date, except 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
substitution must occur within 90 days from the date the breach was discovered
if such 90 day period expires before two years following the Closing Date.
In
the event that the Sponsor elects to substitute a Qualified Substitute Mortgage
Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04,
the
Trustee shall enforce the obligation of the Sponsor under the Mortgage Loan
Purchase Agreement to deliver to the Trustee and the Master Servicer, as
appropriate, with respect to such Qualified Substitute Mortgage Loan or Loans,
the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in
recordable form, and such other documents and agreements as are required
by
Section 2.01, with the Mortgage Note endorsed as required by Section 2.01.
No
substitution will be made in any calendar month after the Determination Date
for
such month. Monthly Payments due with respect to Qualified Substitute Mortgage
Loans in the month of substitution, to the extent received by the Master
Servicer or any Sub-Servicer, shall not be part of the Trust Fund and will
be
retained by the Master Servicer and remitted by the Master Servicer to the
Sponsor on the next succeeding Distribution Date. For the month of substitution,
distributions to Certificateholders will include the Monthly Payment due
on a
Deleted Mortgage Loan for such month and thereafter the Sponsor shall be
entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Depositor shall amend or cause to be amended the Mortgage Loan
Schedule for the benefit of the Certificateholders and the Certificate Insurer
to reflect the removal of such Deleted Mortgage Loan and the substitution
of the
Qualified Substitute Mortgage Loan or Loans and the Depositor shall deliver
the
amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the
Qualified Substitute Mortgage Loan or Loans shall be subject to the terms
of
this Agreement in all respects, the Sponsor shall be deemed to have made
the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in the Mortgage Loan Purchase Agreement as of the date of
substitution, and the Depositor shall be deemed to have made with respect
to any
Qualified Substitute Mortgage Loan or Loans, as of the date of substitution,
the
non-statistical representations and warranties set forth in Exhibit I
hereof.
85
In
connection with the substitution of one or more Qualified Substitute Mortgage
Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine
the amount (the “Substitution Adjustment”), if any, by which the aggregate
principal balance of all such Qualified Substitute Mortgage Loans as of the
date
of substitution is less than the aggregate Stated Principal Balance of all
such
Deleted Mortgage Loans (in each case after application of the principal portion
of the Monthly Payments due in the month of substitution that are to be
distributed to Certificateholders in the month of substitution). The Trustee
shall enforce the obligation of the Sponsor under the Mortgage Loan Purchase
Agreement to provide the Master Servicer on the day of substitution for
immediate deposit into the Custodial Account the amount of such shortfall,
without any reimbursement therefor. In accordance with the Mortgage Loan
Purchase Agreement, the Sponsor shall give notice in writing to the Trustee
of
such event, which notice shall be accompanied by an Officers’ Certificate as to
the calculation of such shortfall and by an Opinion of Counsel to the effect
that such substitution will not cause (a) any federal tax to be imposed on
REMIC
1, REMIC 2, REMIC 3 or REMIC 4, including without limitation, any federal
tax
imposed on “prohibited transactions” under Section 860F(a)(1) of the Code or on
“contributions after the startup date” under Section 860G(d)(1) of the Code or
(b) any of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 to fail to qualify as a REMIC
at
any time that any Certificate is outstanding. The costs of any substitution
as
described above, including any related assignments, opinions or other
documentation in connection therewith shall be borne by the
Sponsor.
86
Except
as
expressly set forth herein none of the Trustee or the Master Servicer is
under
any obligation to discover any breach of the above-mentioned representations
and
warranties. It is understood and agreed that the obligation of the Sponsor
to
cure such breach, purchase or to substitute for such Mortgage Loan as to
which
such a breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to Certificateholders or the Trustee on
behalf
of Certificateholders.
Section
2.05. Issuance
of Certificates; Conveyance of REMIC 1 Regular Interests, Class C Interest,
Class P Interest and Acceptance of REMIC 2, REMIC 3 and REMIC 4 by the
Trustee.
(a) The
Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
to it or to a Custodian on its behalf of the Mortgage Files, subject to the
provisions of Sections 2.01 and 2.02, together with the assignment to it
of all
other assets included in the Trust Fund, receipt of which is hereby
acknowledged. Concurrently with such assignment and delivery and in exchange
therefor, the Trustee, pursuant to the written request of the Depositor executed
by an officer of the Depositor, has executed, authenticated and delivered
to or
upon the order of the Depositor, the Certificates in authorized denominations.
The interests evidenced by the Certificates, constitute the entire beneficial
ownership interest in the Trust Fund.
(b) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
REMIC
1 Regular Interests and REMIC 2 Regular Interests for the benefit of the
holders
of the REMIC 3 Regular Interests and the Holders of the Class R Certificates
(in
respect of the Class R-3 Interest). The Trustee acknowledges receipt of the
REMIC 1 Regular Interests and REMIC 2 Regular Interests (all of which are
uncertificated) and declares that it holds and will hold the same in trust
for
the exclusive use and benefit of the holders of the REMIC 3 Regular Interests
and the Holders of the Class R Certificates (in respect of the Class R-3
Interest). The interests evidenced by the Class R-3 Interest, together with
the
REMIC 3 Regular Interests, constitute the entire beneficial ownership interest
in REMIC 3.
87
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
REMIC
3 Regular Interests for the benefit of the holders of the REMIC 4 Regular
Interests and the Holders of the Class R Certificates (in respect of the
Class
R-4 Interest). The Trustee acknowledges receipt of the REMIC 3 Regular Interests
(which are uncertificated) and declares that it holds and will hold the same
in
trust for the exclusive use and benefit of the holders of the REMIC 4 Regular
Interests and the Holders of the Class R Certificates (in respect of the
Class
R-4 Interest). The interests evidenced by the Class R-4 Interest, together
with
the REMIC 4 Regular Interests, constitute the entire beneficial ownership
interest in REMIC 4.
(c) In
exchange for the REMIC 3 Regular Interests and, concurrently with the assignment
to the Trustee thereof, pursuant to the written request of the Depositor
executed by an officer of the Depositor, the Trustee has executed, authenticated
and delivered to or upon the order of the Depositor, the Regular Certificates
in
authorized denominations evidencing (together with the Class R-4 Interest
and
Class IO Interests) the entire beneficial ownership interest in REMIC
4.
(d) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC 1 (including
the
Residual Interest therein represented by the Class R-1 Interest) and the
acceptance by the Trustee thereof, (ii) the assignment and delivery to the
Trustee of REMIC 2 (including the Residual Interest therein represented by
the
Class R-2 Interest), (iii) the assignment and delivery to the Trustee of
REMIC 3
(including the Residual Interest therein represented by the Class R-3 Interest)
(iv) the assignment and delivery to the Trustee of REMIC 4 (including the
Residual Interest therein represented by the Class R-4 Interest) and the
acceptance by the Trustee thereof, the Trustee, from and pursuant to the
written
request of the Depositor executed by an officer of the Depositor, has executed,
authenticated and delivered to or upon the order of the Depositor, the Class
R
Certificates in authorized denominations evidencing the Class R-1 Interest
and
Class R-2 Interest and the Class R-3 Interest and Class R-4 Interest,
respectively.
Section
2.06. Purposes
and Powers of the Trust.
The
purpose of the common law trust, as created hereunder, is to engage in the
following activities:
(a) acquire
and hold the Mortgage Loans and the other assets of the Trust Fund and the
proceeds therefrom;
(b) to
issue
the Certificates sold to the Depositor in exchange for the Mortgage
Loans;
(c) to
make
payments on the Certificates;
(d) to
engage
in those activities that are necessary, suitable or convenient to accomplish
the
foregoing or are incidental thereto or connected therewith; and
88
(e) subject
to compliance with this Agreement, to engage in such other activities as
may be
required in connection with conservation of the Trust Fund and the making
of
distributions to the Certificateholders.
The
trust
is hereby authorized to engage in the foregoing activities. The Trustee shall
not knowingly and explicity cause the trust to engage in any activity other
than
in connection with the foregoing or other than as required or authorized
by the
terms of this Agreement while any Certificate is outstanding, and this Section
2.06 may not be amended, without the consent of the Certificateholders
evidencing 51% or more of the aggregate voting rights of the Certificates
and
the Certificate Insurer.
89
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
THE
TRUST FUND
Section
3.01. Master
Servicer to Act as Master Servicer.
The
Master Servicer shall supervise, or take such actions as are necessary to
ensure, the servicing and administration of the Mortgage Loans and any REO
Property in accordance with this Agreement and its normal servicing practices,
which generally shall conform to the standards (i) of the Servicing Guide,
if
Impac Funding Corporation is Master Servicer, or (ii) if Impac Funding
Corporation is not the Master Servicer, of an institution prudently servicing
mortgage loans for its own account and shall have full authority to do anything
it reasonably deems appropriate or desirable in connection with such servicing
and administration. To the extent consistent with the foregoing, the Master
Servicer shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge
only if such waiver would maximize recovery of total proceeds taking into
account the value of such Prepayment Charge and related Mortgage Loan and
doing
so is standard and customary in servicing mortgage loans similar to the Mortgage
Loans (including any waiver of a Prepayment Charge in connection with a
refinancing of a Mortgage Loan that is related to a default or a reasonably
foreseeable default), and in no event will it waive a Prepayment Charge in
connection with a refinancing of a Mortgage Loan that is not related to a
default or a reasonably foreseeable default.
The
Master Servicer may perform its responsibilities relating to servicing through
other agents or independent contractors, but shall not thereby be released
from
any of its responsibilities as hereinafter set forth. The authority of the
Master Servicer, in its capacity as master servicer, and any Sub-Servicer
acting
on its behalf, shall include, without limitation, the power to (i) consult
with
and advise any Sub-Servicer regarding administration of a related Mortgage
Loan,
(ii) approve any recommendation by a Sub-Servicer to foreclose on a related
Mortgage Loan, (iii) supervise the filing and collection of insurance claims
and
take or cause to be taken such actions on behalf of the insured Person
thereunder as shall be reasonably necessary to prevent the denial of coverage
thereunder, and (iv) effectuate foreclosure or other conversion of the ownership
of the Mortgaged Property securing a related Mortgage Loan, including the
employment of attorneys, the institution of legal proceedings, the collection of
deficiency judgments, the acceptance of compromise proposals, the filing
of
claims under any Insurance Policy and any other matter pertaining to a
delinquent Mortgage Loan. The authority of the Master Servicer shall include,
in
addition, the power on behalf of the Certificateholders, the Trustee or any
of
them to (i) execute and deliver customary consents or waivers and other
instruments and documents, (ii) consent to transfer of any related Mortgaged
Property and assumptions of the related Mortgage Notes and Security Instruments
(in the manner provided in this Agreement) and (iii) collect any Insurance
Proceeds and Liquidation Proceeds. If permitted under applicable law without
prejudicing any rights of the Trust Fund with respect to any Mortgage Loan,
the
Master Servicer, with such documentation as local law requires, acting in
its
own name, may pursue claims on behalf of the Trust Fund. Without limiting
the
generality of the foregoing, the Master Servicer and any Sub-Servicer acting
on
its behalf may, and is hereby authorized, and empowered by the Trustee to,
execute and deliver, on behalf of itself, the Certificateholders or the Trustee
or any of them, any instruments of satisfaction, cancellation, partial or
full
release, discharge and all other comparable instruments, with respect to
the
related Mortgage Loans, the Insurance Policies and the accounts related thereto,
and the Mortgaged Properties. The Master Servicer may exercise this power
in its
own name or in the name of a Sub-Servicer.
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Subject
to Section 3.16, the Trustee shall execute, at the written request of the
Master
Servicer, and furnish to the Master Servicer and any Sub-Servicer such documents
as are necessary or appropriate to enable the Master Servicer or any
Sub-Servicer to carry out their servicing and administrative duties hereunder,
and the Trustee hereby grants to the Master Servicer a power of attorney
to
carry out such duties. The Trustee shall not be liable for the actions of
the
Master Servicer or any Sub-Servicers under such powers of attorney.
In
accordance with the standards of the preceding paragraph, the Master 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,
which 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; provided that the Master Servicer shall not be
obligated to make such advance if, in its reasonable good faith judgment,
the
Master Servicer determines that such advance to be a Nonrecoverable
Advance.
The
Master Servicer is authorized and empowered by the Trustee, on behalf of
the
Certificateholders and the Trustee, in its own name or in the name of any
Sub-Servicer, when the Master Servicer or such Sub-Servicer, as the case
may be,
believes it is appropriate in its best judgment to register any Mortgage
Loan on
the MERS® System, or cause the removal from the registration of any Mortgage
Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and
the Certificateholders or any of them, any and all instruments of assignment
and
other comparable instruments with respect to such assignment or re-recording
of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any expenses incurred in connection with the actions
described in the preceding sentence shall be borne by the Master Servicer
in
accordance with Section 3.17, with no right of reimbursement; provided, that
if,
as a result of MERS discontinuing or becoming unable to continue operations
in
connection with the MERS System, it becomes necessary to remove any Mortgage
Loan from registration on the MERS System and to arrange for the assignment
of
the related Mortgages to the Trustee, then any related expenses shall be
reimbursable to the Master Servicer from the Trust Fund.
Notwithstanding
anything in this Agreement to the contrary, the Master Servicer shall not
(unless the Mortgagor is in default with respect to the Mortgage Loan or
such
default is, in the judgment of the Master Servicer, reasonably foreseeable)
make
or permit any modification, waiver or amendment of any term of any Mortgage
Loan
that would both (i) effect an exchange or reissuance of such Mortgage Loan
under
Section 1001 of the Code (or Treasury regulations promulgated thereunder)
and
(ii) cause any of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 to fail to qualify
as a
REMIC under the Code or the imposition of any tax on “prohibited transactions”
or “contributions” after the startup date under the REMIC
Provisions.
91
The
relationship of the Master Servicer (and of any successor to the Master 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. Sub-Servicing
Agreements Between Master Servicer and Sub-Servicers.
(a) The
Master Servicer may enter into Sub-Servicing Agreements with Sub-Servicers
for
the servicing and administration of the Mortgage Loans and for the performance
of any and all other activities of the Master Servicer hereunder; provided,
however, that such agreements would not result in a withdrawal or a downgrading
by Standard & Poor's of its rating on any Class of Certificates. Each
Sub-Servicer shall be either (i) an institution the accounts of which are
insured by the FDIC or (ii) another entity that engages in the business of
originating or servicing mortgage loans comparable to the Mortgage Loans,
and in
either case shall be authorized to transact business in the state or states
in
which the related Mortgaged Properties it is to service are situated, if
and to
the extent required by applicable law to enable the Sub-Servicer to perform
its
obligations hereunder and under the Sub-Servicing Agreement, and in either
case
shall be a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer. Any
Sub-Servicing Agreement entered into by the Master Servicer shall include
the
provision that such Agreement may be immediately terminated (x) with cause
and
without any termination fee by any Master Servicer hereunder or (y) without
cause in which case the Master Servicer shall be responsible for any termination
fee or penalty resulting therefrom (except that in the case of Midland acting
as
a Sub-Servicer, neither the Master Servicer nor any successor Master Servicer
shall terminate the related Sub-Servicing Agreement without cause). In addition,
each Sub-Servicing Agreement shall provide for servicing of the Mortgage
Loans
consistent with the terms of this Agreement. The Master Servicer and the
Sub-Servicers may enter into Sub-Servicing Agreements and make amendments
to the
Sub-Servicing Agreements or enter into different forms of Sub-Servicing
Agreements providing for, among other things, the delegation by the Master
Servicer to a Sub-Servicer of additional duties regarding the administration
of
the Mortgage Loans; provided, however, that any such amendments or different
forms shall be consistent with and not violate the provisions of this Agreement,
and that no such amendment or different form shall be made or entered into
which
could be reasonably expected to be materially adverse to the interests of
the
Certificate Insurer or Certificateholders, without the consent of the
Certificate Insurer
or the
Holders of Certificates entitled to at least 51% of the Voting Rights. The
parties hereto acknowledge that the initial Sub-Servicers shall be Countrywide,
Midland and GMAC.
The
Master Servicer has entered into a separate Sub-Servicing Agreement with
each of
Countrywide, GMAC and Midland for the servicing and administration of certain
of
the Mortgage Loans and may enter into additional Sub-Servicing Agreements
with
Sub-Servicers for the servicing and administration of certain of the Mortgage
Loans.
(b) As
part
of its servicing activities hereunder, the Master Servicer, for the benefit
of
the Trustee, the Certificate Insurer and the Certificateholders, shall enforce
the obligations of each Sub-Servicer under the related Sub-Servicing Agreement.
The Certificate Insurer may direct the Master Servicer to enforce any remedies
against a defaulting Sub-Servicer. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements and the pursuit of other appropriate remedies, shall be in such
form
and carried out to such an extent and at such time as the Master Servicer,
in
its good faith business judgment, would require were it the owner of the
related
Mortgage Loans. The Master Servicer shall pay the costs of such enforcement
at
its own expense, but shall be reimbursed therefor only (i) from a general
recovery resulting from such enforcement only to the extent, if any, that
such
recovery exceeds all amounts due in respect of the related Mortgage Loan
or (ii)
from a specific recovery of costs, expenses or attorneys' fees against the
party
against whom such enforcement is directed.
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(c) [Reserved].
(d) The
Master Servicer represents that it will cause any Sub-Servicer to accurately
and
fully report its borrower credit files to all three credit repositories in
a
timely manner.
Section
3.03. Successor
Sub-Servicers.
The
Master Servicer shall be entitled to terminate any Sub-Servicing Agreement
and
the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
Agreement in accordance with the terms and conditions of such Sub-Servicing
Agreement, except that in the case of Midland such termination may only be
for
cause. In the event of termination of any Sub-Servicer, all servicing
obligations of such Sub-Servicer shall be assumed simultaneously by the Master
Servicer without any act or deed on the part of such Sub-Servicer or the
Master
Servicer, and the Master Servicer either shall service directly the related
Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor
Sub-Servicer which qualifies under Section 3.02.
Section
3.04. Liability
of the Master Servicer.
Notwithstanding
any Sub-Servicing Agreement, any of the provisions of this Agreement relating
to
agreements or arrangements between the Master Servicer and a Sub-Servicer
or
reference to actions taken through a Sub-Servicer or otherwise, the Master
Servicer shall under all circumstances remain obligated and primarily liable
to
the Trustee, the Certificate Insurer and Certificateholders for the servicing
and administering of the Mortgage Loans and any REO Property in accordance
with
the provisions of Article III without diminution of such obligation or liability
by virtue of such Sub-Servicing Agreements or arrangements or by virtue of
indemnification from the Sub-Servicer and to the same extent and under the
same
terms and conditions as if the Master Servicer alone were servicing and
administering the Mortgage Loans. For purposes of this Agreement, the Master
Servicer shall be deemed to have received payments on Mortgage Loans when
the
Sub-Servicer has received such payments. The Master Servicer shall be entitled
to enter into any agreement with a Sub-Servicer for indemnification of the
Master Servicer by such Sub-Servicer and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification.
Section
3.05. No
Contractual Relationship Between Sub-Servicers and Trustee or
Certificateholders.
Any
Sub-Servicing Agreement that may be entered into and any transactions or
services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
as such and not as an originator shall be deemed to be between the Sub-Servicer
and the Master 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 Sub-Servicer except as set forth in Section
3.06. The Master Servicer (or the Sub-Servicer of the Group 1 Loans) shall
be
liable for the payment of any franchise taxes which may be assessed by the
California Franchise Tax Board in connection with the activities of the Trust
under this Agreement.
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Section
3.06. Assumption
or Termination of Sub-Servicing Agreements by Trustee.
(a) If
the
Trustee or its designee shall assume the master servicing obligations of
the
Master Servicer in accordance with Section 7.02 below, the Trustee, to the
extent necessary to permit the Trustee to carry out the provisions of Section
7.02 with respect to the Mortgage Loans, shall succeed to all of the rights
and
obligations of the Master Servicer under each of the Sub-Servicing Agreements.
In such event, the Trustee or its designee as the successor master servicer
shall be deemed to have assumed all of the Master Servicer's rights and
obligations therein and to have replaced the Master Servicer as a party to
such
Sub-Servicing Agreements to the same extent as if such Sub-Servicing Agreements
had been assigned to the Trustee or its designee as a successor master servicer,
except that the Trustee or its designee as a successor master servicer shall
not
be deemed to have assumed any obligations or liabilities of the Master Servicer
arising prior to such assumption (other than the obligation to make any Advances
hereunder) and the Master Servicer shall not thereby be relieved of any
liability or obligations under such Sub-Servicing Agreements arising prior
to
such assumption. Nothing in the foregoing shall be deemed to entitle the
Trustee
or its designee as a successor master servicer at any time to receive any
portion of the servicing compensation provided under Section 3.17 except
for
such portion as the Master Servicer would be entitled to receive.
(b) In
the
event that the Trustee or its designee as successor master servicer for the
Trustee assumes the servicing obligations of the Master Servicer under Section
7.02, upon the reasonable request of the Trustee or such designee as successor
master servicer the Master Servicer shall at its own expense deliver to the
Trustee, or at its written request to such designee, photocopies of all
documents, files and records, electronic or otherwise, relating to the
Sub-Servicing Agreements and the related Mortgage Loans or REO Property then
being serviced and an accounting of amounts collected and held by it, if
any,
and will otherwise cooperate and use its reasonable efforts to effect the
orderly and efficient transfer of the Sub-Servicing Agreements, or
responsibilities hereunder to the Trustee, or at its written request to such
designee as successor master servicer.
Section
3.07. Collection
of Certain Mortgage Loan Payments.
(a) The
Master Servicer will coordinate and monitor remittances by Sub-Servicers
to the
Master Servicer with respect to the Mortgage Loans in accordance with this
Agreement.
(b) The
Master Servicer shall make its reasonable efforts to collect or cause to
be
collected all payments required under the terms and provisions of the Mortgage
Loans and shall follow, and use its reasonable efforts to cause Sub-Servicers
to
follow, collection procedures comparable to the collection procedures of
prudent
mortgage lenders servicing mortgage loans for their own account to the extent
such procedures shall be consistent with this Agreement. Consistent with
the
foregoing, the Master Servicer may in its discretion (i) waive or permit
to be
waived any late payment charge, assumption fee, or any penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) suspend or reduce
or
permit to be suspended or reduced regular monthly payments for a period of
up to
six months, or arrange or permit an arrangement with a Mortgagor for a scheduled
liquidation of delinquencies. In the event the Master Servicer shall consent
to
the deferment of the due dates for payments due on a Mortgage Note, the Master
Servicer shall nonetheless make an Advance or, in the case of a Group 1 Loan,
shall cause the related Sub-Servicer to make an Advance to the same extent
as if
such installment were due, owing and delinquent and had not been deferred
through liquidation of the Mortgaged Property; provided,
however,
that
the obligation of the Master Servicer or related Sub-Servicer to make an
Advance
shall apply only to the extent that such Advances are not Nonrecoverable
Advances.
94
(c) On
each
Determination Date, with respect to each Mortgage Loan for which during the
related Prepayment Period the Master Servicer has determined that all amounts
which it expects to recover from or on account of each such Mortgage Loan
have
been recovered and that no further Liquidation Proceeds will be received
in
connection therewith, the Master Servicer shall provide to the Trustee a
certificate of a Servicing Officer that such Mortgage Loan became a Liquidated
Mortgage Loan in a Cash Liquidation or REO Disposition.
The
Master Servicer shall make reasonable efforts to collect all payments called
for
under the terms and provisions of the Mortgage Loans, and shall, to the extent
such procedures shall be consistent with this Agreement and the terms and
provisions of any related Insurance Policy, follow such collection procedures
as
it would follow with respect to mortgage loans comparable to the Mortgage
Loans
and held for its own account. The Master Servicer shall not be required to
institute or join in litigation with respect to collection of any payment
(whether under a Mortgage, Mortgage Note, Primary Hazard Insurance Policy
or
otherwise or against any public or governmental authority with respect to
a
taking or condemnation) if it reasonably believes that it is prohibited by
applicable law from enforcing the provision of the Mortgage or other instrument
pursuant to which such payment is required. The Master Servicer shall be
responsible for preparing and distributing all information statements relating
to payments on the Mortgage Loans, in accordance with all applicable federal
and
state tax laws and regulations.
Section
3.08. Sub-Servicing
Accounts.
In
those
cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
Sub-Servicing Account shall be an Eligible Account and shall otherwise be
acceptable to the Master Servicer. All amounts held in a Sub-Servicing Account
shall be held in trust for the Trustee for the benefit of the Certificateholders
and the Certificate Insurer. Any investment of funds held in such an account
shall be in Permitted Investments maturing not later than the Business Day
immediately preceding the next Sub-Servicer Remittance Date. The Sub-Servicer
will be required to deposit into the Sub-Servicing Account no later than
two
Business Days after receipt all proceeds of Mortgage Loans received by the
Sub-Servicer, less the Excess Servicing Strip (in the case of Loan Group
2) and
its servicing compensation and any unreimbursed expenses and advances, to
the
extent permitted by the Sub-Servicing Agreement. On each Sub-Servicer Remittance
Date the Sub-Servicer will be required to remit to the Master Servicer for
deposit in the Custodial Account all funds held in the Sub-Servicing Account
with respect to any Mortgage Loan as of the Sub-Servicer Remittance Date,
after
deducting from such remittance the Excess Servicing Strip (in the case of
Loan
Group 2) and an amount equal to the servicing compensation (including interest
on Permitted Investments) and unreimbursed expenses and advances to which
it is
then entitled pursuant to the related Sub-Servicing Agreement, to the extent
not
previously paid to or retained by it. In addition, on each Sub-Servicer
Remittance Date the Sub-Servicer will be required to remit to the Master
Servicer any amounts required to be advanced pursuant to the related
Sub-Servicing Agreement. The Sub-Servicer will also be required to remit
to the
Master Servicer, within five Business Days of receipt, the proceeds of any
Principal Prepayment made by the Mortgagor, and, on each Sub-Servicer Remittance
Date, the amount of any Insurance Proceeds or Liquidation Proceeds received
during the related Prepayment Period.
95
Section
3.09. Collection
of Taxes, Assessments and Similar Items; Servicing Accounts.
The
Master Servicer and the Sub-Servicers shall establish and maintain one or
more
accounts (the “Servicing Accounts”), and shall deposit and retain therein all
collections from the Mortgagors (or related advances from Sub-Servicers)
for the
payment of taxes, assessments, Primary Hazard Insurance Policy premiums,
and
comparable items for the account of the Mortgagors, to the extent that the
Master Servicer customarily escrows for such amounts. Withdrawals of amounts
so
collected from a Servicing Account may be made only to (i) effect payment
of
taxes, assessments, Primary Hazard Insurance Policy premiums and comparable
items; (ii) reimburse the Master Servicer (or a Sub-Servicer to the extent
provided in the related Sub-Servicing Agreement) out of related collections
for
any payments made pursuant to Sections 3.01 (with respect to taxes and
assessments), and 3.13 (with respect to Primary Hazard Insurance Policies);
(iii) refund to Mortgagors any sums as may be determined to be overages;
(iv)
payment of investment income to the extent provided in the mortgage loan
documentation or (v) clear and terminate the Servicing Account at the
termination of this Agreement pursuant to Section 9.01. As part of its servicing
duties, the Master Servicer or the Sub-Servicer of the Group 1 Loans shall,
if
and to the extent required by law, pay to the Mortgagors interest on funds
in
Servicing Accounts from its or their own funds, without any reimbursement
therefor.
Section
3.10. Custodial
Account.
(a) The
Master Servicer shall establish and maintain one or more accounts (collectively,
the “Custodial Account”) in which the Master Servicer shall deposit or cause to
be deposited on a daily basis, or as and when received and identified from
the
Sub-Servicers, the following payments and collections received or made by
or on
behalf of it subsequent to the Cut-off Date with respect to the Mortgage
Loans,
or payments received by it prior to the Cut-off Date but allocable to a period
subsequent thereto (other than in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date):
(i) all
payments (including advances by a Sub-Servicer) on account of principal,
including Principal Prepayments, on the Mortgage Loans;
(ii) all
payments (including advances by a Sub-Servicer) on account of interest on
the
Mortgage Loans, net of any portion thereof retained by the Master Servicer
or
any Sub-Servicer as Servicing Fees;
96
(iii) all
Insurance Proceeds, other than proceeds that represent reimbursement of costs
and expenses incurred by the Master Servicer or any Sub-Servicer in connection
with presenting claims under the related Insurance Policies, Liquidation
Proceeds and REO Proceeds;
(iv) all
proceeds of any Mortgage Loan or REO Property repurchased or purchased in
accordance with Sections 2.02, 2.04, 3.14 or 9.01; and all amounts required
to
be deposited in connection with the substitution of a Qualified Substitute
Mortgage Loan pursuant to Section 2.04; and
(v) any
amounts required to be deposited pursuant to Section 3.12, 3.13, 3.15 or
3.22.
The
foregoing requirements for deposit in the Custodial Account shall be exclusive.
In the event the Master Servicer shall deposit in the Custodial Account any
amount not required to be deposited therein, it may withdraw such amount
from
the Custodial Account, any provision herein to the contrary notwithstanding.
The
Custodial Account shall be maintained as a segregated account, separate and
apart from trust funds created for mortgage pass-through certificates of
other
series, and the other accounts of the Master Servicer.
(b) Funds
in
the Custodial Account may be invested in Permitted Investments in accordance
with the provisions set forth in Section 3.12. The Master Servicer shall
give
notice to the Trustee and the Depositor of the location of the Custodial
Account
after any change thereof.
Section
3.11. Permitted
Withdrawals From the Custodial Account.
The
Master Servicer may, from time to time as provided herein, make withdrawals
from
the Custodial Account of amounts on deposit therein pursuant to Section 3.10
that are attributable to the Mortgage Loans for the following
purposes:
(i) to
make
deposits into the Certificate Account in the amounts and in the manner provided
for in Section 4.01;
(ii) to
pay to
itself, the Depositor, the Sponsor or any other appropriate person, as the
case
may be, with respect to each Mortgage Loan that has previously been purchased
or
repurchased pursuant to Sections 2.02, 2.04, 3.14 or 9.01 all amounts received
thereon and not yet distributed as of the date of purchase or
repurchase;
(iii) to
reimburse itself or any Sub-Servicer for Advances not previously reimbursed,
the
Master Servicer's or any Sub-Servicer's right to reimbursement pursuant to
this
clause (iii) being limited to amounts received which represent Late Collections
(net of the related Servicing Fees) of Monthly Payments on Mortgage Loans
with
respect to which such Advances were made and as further provided in Section
3.15;
(iv) to
reimburse or pay itself, the Trustee or the Depositor for expenses incurred
by
or reimbursable to the Master Servicer, the Trustee or the Depositor pursuant
to
Sections 3.22, 6.03, 8.05 or 10.01(g), except as otherwise provided in such
Sections hereof;
97
(v) to
reimburse itself or any Sub-Servicer for costs and expenses incurred by or
reimbursable to it relating to the prosecution of any claims pursuant to
Section
3.13 that are in excess of the amounts so recovered;
(vi) to
reimburse itself or any Sub-Servicer for unpaid Master Servicing Fees,
Sub-Servicing Fees and unreimbursed Servicing Advances, the Master Servicer's
or
any Sub-Servicer's right to reimbursement pursuant to this clause (vi) with
respect to any Mortgage Loan being limited to late recoveries of the payments
for which such advances were made pursuant to Section 3.01 or Section 3.09
and
any other related Late Collections;
(vii) to
pay
itself as servicing compensation (in addition to the Master Servicing Fee
and
Sub-Servicing Fee), on or after each Distribution Date, any interest or
investment income earned on funds deposited in the Custodial Account for
the
period ending on such Distribution Date;
(viii) to
reimburse itself or any Sub-Servicer for any Advance or Servicing Advance
previously made, after a Realized Loss has been allocated with respect to
the
related Mortgage Loan if the Advance or Servicing Advance was not reimbursed
pursuant to clauses (iii) and (vi);
(ix) to
pay
PMI Insurer the premium under the PMI Insurer Policies;
(x) to
clear
and terminate the Custodial Account at the termination of this Agreement
pursuant to Section 9.01; and
(xi) to
reimburse itself or any Sub-Servicer from general collections for any Advance
or
Servicing Advance made that has been deemed by the Master Servicer to be
a
Nonrecoverable Advance.
The
Master Servicer shall keep and maintain separate accounting records on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Custodial Account pursuant to such subclauses (ii) through
(x). Reconciliations will be prepared for the Custodial Account within 45
Calendar days after the bank statement cut-off date. All items requiring
reconciliation will be resolved within 90 calendar days of their original
identification.
Section
3.12. Permitted
Investments.
Any
institution maintaining the Custodial Account shall at the direction of the
Master Servicer invest the funds in such account in Permitted Investments,
each
of which shall mature not later than (i) the Business Day immediately preceding
the date on which such funds are required to be withdrawn from such account
pursuant to this Agreement, if a Person other than the Trustee is the obligor
thereon, and (ii) no later than the date on which such funds are required
to be
withdrawn from such account pursuant to this Agreement, if the Trustee is
the
obligor thereon and shall not be sold or disposed of prior to its maturity.
All
income and gain realized from any such investment as well as any interest
earned
on deposits in the Custodial Account shall be for the benefit of the Master
Servicer. The Master Servicer shall deposit in the Custodial Account an amount
equal to the amount of any loss incurred in respect of any such investment
immediately upon realization of such loss without right of
reimbursement.
98
The
Trustee or its Affiliates are permitted to receive additional compensation
that
could be deemed to be in the Trustee’s economic self-interest for (i) serving as
investment adviser, administrator, shareholder servicing agent, custodian
or
sub-custodian with respect to certain of the Permitted Investments, (ii)
using
Affiliates to effect transactions in certain Permitted Investments and (iii)
effecting transactions in certain Permitted Investments.
Funds
on
deposit in the Group 1 Net WAC Shortfall Reserve Fund or Group 2 Net WAC
Shortfall Reserve Fund may be invested in Permitted Investments in accordance
with this Section 3.12 subject to any limitations set forth in Section 4.08
(with respect to the Group 1 Net WAC Shortfall Reserve Fund or Group 2 Net
WAC
Shortfall Reserve Fund, as applicable) and any investment earnings or interest
paid shall accrue to the Trustee and the Trustee shall deposit in the related
account from its own funds the amount of any loss incurred on Permitted
Investments in such account.
Section
3.13. Maintenance
of Primary Hazard Insurance.
The
Master Servicer shall cause to be maintained for each Mortgage Loan primary
hazard insurance by a Qualified Insurer or other insurer satisfactory to
the
Rating Agencies with extended coverage on the related Mortgaged Property
in an
amount equal to the lesser of (i) 100% of the replacement value of the
improvements, as determined by the insurance company, on such Mortgaged Property
or (ii) the unpaid principal balance of the Mortgage Loan. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure,
or deed
in lieu of foreclosure, of any Mortgage Loan, fire insurance with extended
coverage in an amount equal to the replacement value of the improvements
thereon. Any costs incurred in maintaining any insurance described in this
Section 3.13 (other than any deductible described in the last paragraph hereof)
shall be recoverable as a Servicing Advance. The Master Servicer shall not
be
obligated to advance any amounts pursuant to this Section 3.13 if, in its
good
faith judgment, the Master Servicer determines that such advance would be
a
Nonrecoverable Advance. Pursuant to Section 3.10, any amounts collected by
the
Master Servicer under any such policies (other than amounts to be applied
to the
restoration or repair of the related Mortgaged Property or property thus
acquired or amounts released to the Mortgagor in accordance with the Master
Servicer’s normal servicing procedures) shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.11. Any cost incurred
by
the Master Servicer in maintaining any such insurance shall not, for the
purpose
of calculating monthly distributions to Certificateholders, be added to the
amount owing under the Mortgage Loan, notwithstanding that the terms of the
Mortgage Loan so permit. It is understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance.
The
Master Servicer shall, or shall cause the related Sub-Servicer to, exercise
its
best reasonable efforts to maintain and keep in full force and effect each
Primary Insurance Policy by a Qualified Insurer, or other insurer satisfactory
to the Rating Agencies, with respect to each first lien Mortgage Loan as
to
which as of the Cut-Off Date such a Primary Insurance Policy was in effect
(or,
in the case of a Qualified Substitute Mortgage Loan, the date of substitution)
and the original principal amount of the related Mortgage Note exceeded 80%
of
the Collateral Value in an amount at least equal to the excess of such original
principal amount over 75% of such Collateral Value until the principal amount
of
any such first lien Mortgage Loan is reduced below 80% of the Collateral
Value
or, based upon a new appraisal, the principal amount of such first lien Mortgage
Loan represents less than 80% of the new appraised value. The Master Servicer
shall, or shall cause the related Sub-Servicer to, effect the timely payment
of
the premium on each Primary Insurance Policy. The Master Servicer and the
related Sub-Servicer shall have the power to substitute for any Primary
Insurance Policy another substantially equivalent policy issued by another
Qualified Insurer, provided,
that,
such
substitution shall be subject to the condition that it will not cause the
ratings on the Certificates to be downgraded or withdrawn, as evidenced in
writing from each Rating Agency.
99
The
Master Servicer shall cooperate with the PMI Insurer and shall use its best
efforts to furnish all reasonable aid, evidence and information in the
possession of the Master Servicer or to which the Master Servicer has access
with respect to any PMI Mortgage Loan.
In
the
event of a default by PMI Insurer under the PMI Insurer Policy (a “Replacement
Event”), the Master Servicer shall use its best efforts to obtain a substitute
lender-paid primary mortgage insurance policy (a “Substitute PMI Policy”), with
the approval of the Certificate Insurer; provided,
however,
that
the Master Servicer shall not be obligated, and shall have no liability for
failing, to obtain a Substitute PMI Policy unless such Substitute PMI Policy
can
be obtained on the following terms and conditions: (i) the Certificates shall
be
rated no lower than the rating assigned by each Rating Agency to the
Certificates immediately prior to such Replacement Event, as evidenced by
a
letter from each Rating Agency addressed to the Company, the Master Servicer
and
the Trustee, (ii) the timing and mechanism for drawing on such new Substitute
PMI Policy shall be reasonably acceptable to the Master Servicer and the
Trustee
and (iii) the premiums under the proposed Substitute PMI Policy shall not
exceed
such premiums under the existing PMI Insurer Policy.
With
respect to the PMI Mortgage Loans covered by a PMI Insurer Policy, the Master
Servicer will confirm with PMI Insurer, and PMI Insurer will certify to the
Trustee, on or before February 1, 2007, that the Mortgage Loans indicated
on the
Mortgage Loan Schedule as being covered by PMI Insurer Policy are so
covered.
No
earthquake or other additional insurance is to be required of any Mortgagor
or
maintained on property acquired with respect to a security instrument other
than
pursuant to such applicable laws and regulations as shall at any time be
in
force and shall require such additional insurance. When, at the time of
origination of the Mortgage Loan or at any subsequent time, the Mortgaged
Property is located in a federally designated special flood hazard area,
the
Master Servicer shall cause with respect to the Mortgage Loans and each REO
Property flood insurance (to the extent available and in accordance with
mortgage servicing industry practice) to be maintained. Such flood insurance
shall cover the Mortgaged Property, including all items taken into account
in
arriving at the Collateral Value on which the Mortgage Loan was based, and
shall
be in an amount equal to the lesser of (i) the Stated Principal Balance of
the
related Mortgage Loan and (ii) the minimum amount required under the terms
of
coverage to compensate for any damage or loss on a replacement cost basis,
but
not more than the maximum amount of such insurance available for the related
Mortgaged Property under either the regular or emergency programs of the
National Flood Insurance Program (assuming that the area in which such Mortgaged
Property is located is participating in such program). Unless applicable
state
law requires a higher deductible, the deductible on such flood insurance
may not
exceed $5,000 or 1% of the applicable amount of coverage, whichever is
less.
100
In
the
event that the Master Servicer shall obtain and maintain a blanket fire
insurance policy with extended coverage insuring against hazard losses on
all of
the Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first two sentences of this Section 3.13,
it
being understood and agreed that such policy may contain a deductible clause,
in
which case the Master Servicer shall, in the event that there shall not have
been maintained on the related Mortgaged Property a policy complying with
the
first two sentences of this Section 3.13 and there shall have been a loss
which
would have been covered by such policy, deposit in the Certificate Account
from
its own funds the amount not otherwise payable under the blanket policy because
of such deductible clause. Any such deposit by the Master Servicer shall
be made
on the Certificate Account Deposit Date next preceding the Distribution Date
which occurs in the month following the month in which payments under any
such
policy would have been deposited in the Custodial Account. Any such deposit
shall not be deemed Servicing Advances and the Master Servicer shall not
be
entitled to reimbursement therefor. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master Servicer agrees
to
present, on behalf of itself, the Trustee and Certificateholders, claims
under
any such blanket policy.
Section
3.14. Enforcement
of Due-on-Sale Clauses; Assumption Agreements.
The
Master Servicer will, to the extent it has knowledge of any conveyance or
prospective conveyance by any Mortgagor of the Mortgaged Property (whether
by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains or is to remain liable under the Mortgage Note or the Mortgage),
exercise or cause to be exercised its rights to accelerate the maturity of
such
Mortgage Loan under any “due-on-sale” clause applicable thereto; provided,
however,
that
the Master Servicer shall not exercise any such rights if it reasonably believes
that it is prohibited by law from doing so. The Master Servicer or the related
Sub-Servicer may repurchase a Mortgage Loan at the Purchase Price when the
Master Servicer requires acceleration of the Mortgage Loan, but only if the
Master Servicer is satisfied, as evidenced by an Officer's Certificate delivered
to the Trustee, that either (i) such Mortgage Loan is in default or default
is
reasonably foreseeable or (ii) if such Mortgage Loan is not in default or
default is not reasonably foreseeable, such repurchase will have no adverse
tax
consequences for the Trust Fund or any Certificateholder. If the Master Servicer
is unable to enforce such “due-on-sale” clause (as provided in the second
preceding sentence) or if no “due-on-sale” clause is applicable, the Master
Servicer or the Sub-Servicer is authorized to enter into an assumption and
modification agreement with the Person to whom such property has been conveyed
or is proposed to be conveyed, pursuant to which such Person becomes liable
under the Mortgage Note and, to the extent permitted by applicable state
law,
the Mortgagor remains liable thereon; provided,
however,
that
the Master Servicer shall not enter into any assumption and modification
agreement if the coverage provided under the Primary Insurance Policy, if
any,
would be impaired by doing so. The Master Servicer shall notify the Trustee,
whenever possible, before the completion of such assumption agreement, and
shall
forward to the Custodian the original copy of such assumption agreement,
which
copy shall be added by the Custodian to the related Mortgage File and which
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.
In
connection with any such assumption agreement, the interest rate on the related
Mortgage Loan shall not be changed and no other material alterations in the
Mortgage Loan shall be made unless such material alteration would not cause
any
of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 to fail to qualify as a REMIC for
federal income tax purposes, as evidenced by an Opinion of Counsel. The Master
Servicer is also authorized 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 the Mortgagor and becomes liable
under the Mortgage Note. Any fee collected by or on behalf of the Master
Servicer for entering into an assumption or substitution of liability agreement
will be retained by or on behalf of the Master Servicer as additional servicing
compensation. In connection with any such assumption, no material term of
the
Mortgage Note (including but not limited to the Mortgage Rate, the amount
of the
Monthly Payment and any other term affecting the amount or timing of payment
on
the Mortgage Loan) may be changed. The Master Servicer shall not enter into
any
substitution or assumption if such substitution or assumption shall (i) both
constitute a “significant modification” effecting an exchange or reissuance of
such Mortgage Loan under the Code (or Treasury regulations promulgated
thereunder) and cause any of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 to fail
to
qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition
of
any tax on “prohibited transactions” or “contributions” after the Startup Day
under the REMIC Provisions. The Master Servicer shall notify the Trustee
that
any such substitution or assumption agreement has been completed and shall
forward to the Custodian the original copy of such substitution or assumption
agreement, which copy 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. A portion
equal
to up to 2% of the Collateral Value of the related Mortgage Loan, of any
fee or
additional interest collected by the related Sub-Servicer for consenting
in any
such conveyance or entering into any such assumption agreement may be retained
by the related Sub-Servicer as additional servicing compensation.
101
Notwithstanding
the foregoing paragraph or any other provision of this Agreement, the Master
Servicer shall not be deemed to be in default, breach or any other violation
of
its obligations hereunder by reason of any assumption of a Mortgage Loan
by
operation of law or any assumption that the Master Servicer may be restricted
by
law from preventing, for any reason whatsoever. For purposes of this Section
3.14, the term “assumption” is deemed to also include a sale of a Mortgaged
Property that is not accompanied by an assumption or substitution of liability
agreement.
Section
3.15. Realization
Upon Defaulted Mortgage Loans.
The
Master Servicer shall exercise reasonable efforts, consistent with the
procedures that the Master Servicer would use in servicing loans for its
own
account, to foreclose upon or otherwise comparably convert (which may include
an
REO Acquisition) the ownership of 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 pursuant to
Section 3.07, and which are not released from the Trust Fund pursuant to
any
other provision hereof. The Master Servicer shall use reasonable efforts
to
realize proceeds from such defaulted Mortgage Loans in such manner (including
short sales and passing through to the Trust Fund less than the full amount
it
expects to receive from the related Mortgage Loan) as will maximize the receipt
of principal and interest by Certificateholders, taking into account, among
other things, the timing of foreclosure proceedings. The foregoing is subject
to
the provisions that, in any case in which Mortgaged Property shall have suffered
damage from an Uninsured Cause, the Master Servicer shall not be required
to
expend its own funds toward the restoration of such property unless it shall
determine in its sole discretion (i) that such restoration will increase
the net
proceeds of liquidation of the related Mortgage Loan to Certificateholders
and
the Certificate Insurer after reimbursement to itself for such expenses,
and
(ii) that such expenses will be recoverable by the Master Servicer through
Insurance Proceeds or Liquidation Proceeds from the related Mortgaged Property,
as contemplated in Section 3.11. The Master Servicer shall be responsible
for
all other costs and expenses incurred by it in any such proceedings;
provided,
however,
that it
shall be entitled to reimbursement thereof from the related property, as
contemplated in Section 3.11.
102
The
proceeds of any Cash Liquidation or REO Disposition, as well as any recovery
resulting from a partial collection of Insurance Proceeds or Liquidation
Proceeds or any income from an REO Property, will be deposited into the
Custodial Account and applied in the following order of priority: first,
to
reimburse the Master Servicer or any Sub-Servicer for any related unreimbursed
Servicing Advances, pursuant to Section 3.11(vi) or 3.22; second, to accrued
and
unpaid interest on the Mortgage Loan or REO Imputed Interest, at the Mortgage
Rate, to the date of the Cash Liquidation or REO Disposition, or to the Due
Date
prior to the Distribution Date on which such amounts are to be distributed
if
not in connection with a Cash Liquidation or REO Disposition; and third,
as a
recovery of principal of the Mortgage Loan. If the amount of the recovery
so
allocated to interest is less than a full recovery thereof, that amount will
be
allocated as follows: first, to unpaid Master Servicing Fees or Sub-Servicing
Fees; and second, to interest at the Net Mortgage Rate. The portion of the
recovery so allocated to unpaid Master Servicing Fees or Sub-Servicing Fees
shall be reimbursed to the Master Servicer or any Sub-Servicer pursuant to
Section 3.11(vi). The portions of the recovery so allocated to interest at
the
Net Mortgage Rate and to principal of the Mortgage Loan shall be applied
as
follows: first, to reimburse the Master Servicer or any Sub-Servicer for
any
related unreimbursed Advances in accordance with Section 3.11(iii) or 3.22,
second, payment to the PMI Insurer in accordance with Sections 3.11(ix) and
third, for payment to the Trustee and distribution to the Certificateholders
in
accordance with the provisions of Section 4.01, subject to Section 3.22 with
respect to certain recoveries from an REO Disposition constituting Excess
Proceeds. To the extent the Master Servicer receives additional recoveries
following a Cash Liquidation, the amount of the Realized Loss will be restated,
and the additional recoveries will be passed through the Trust Fund as
Liquidation Proceeds.
The
Master Servicer, on behalf of the Trust, may also, in its discretion, as
an
alternative to foreclosure, sell defaulted Mortgage Loans at fair market
value
to third-parties, if the Master Servicer reasonably believes that such sale
would maximize proceeds to the Certificateholders in the aggregate (on a
present
value basis) with respect to that Mortgage Loan.
Section
3.16. Trustee
to Cooperate; Release of Mortgage Files.
Upon
the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer
of a
notification that payment in full shall be escrowed in a manner customary
for
such purposes, the Master Servicer will immediately notify the Trustee by
a
certification (which certification shall include a statement to the effect
that
all amounts received or to be received in connection with such payment which
are
required to be deposited in the Custodial Account pursuant to Section 3.10
have
been or will be so deposited) of a Servicing Officer and shall request delivery
to it of the Mortgage File in the form of the Request for Release attached
hereto as Exhibit F-2. Upon receipt by the Custodian of such certification
and
request, such Custodian shall promptly release the related Mortgage File
to the
Master Servicer. Subject to the receipt by the Master Servicer of the proceeds
of such payment in full and the payment of all related fees and expenses,
the
Master Servicer shall arrange for the release to the Mortgagor of the original
canceled Mortgage Note. In connection with the satisfaction of any MOM Loan,
the
Master Servicer is authorized to cause the removal from the registration
on the
MERS® System of such Mortgage. All other documents in the Mortgage File shall be
retained by the Master Servicer to the extent required by applicable law.
The
Master Servicer shall provide for preparation of the appropriate instrument
of
satisfaction covering any Mortgage Loan which pays in full and the Trustee
shall
cooperate in the execution and return of such instrument to provide for its
delivery or recording as may be required. No expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the Custodial Account or the Certificate Account.
103
From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any insurance policy
relating to the Mortgage Loan, the Custodian shall, upon request of the Master
Servicer and delivery to the Custodian of a Request for Release in the form
attached hereto as Exhibit F-1, release the related Mortgage File to the
Master
Servicer and the Trustee shall execute such documents as the Master Servicer
shall prepare and request as being necessary to the prosecution of any such
proceedings. Such Request for Release shall obligate the Master Servicer
to
return each document previously requested from the Mortgage File to the
Custodian when the need therefor by the Master Servicer no longer exists;
and in
any event within 21 days of the Master Servicer's receipt thereof, unless
the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to
the
Mortgage Loan have been deposited in the Custodial Account or the Mortgage
File
or such document has been delivered to an attorney, or to a public trustee
or
other public official as required by law, for purposes of initiating or pursuing
legal action or other proceedings for the foreclosure of the Mortgaged Property
either judicially or non-judicially, and the Master Servicer has delivered
to
the Trustee a certificate of a Servicing Officer certifying as to the name
and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. Upon receipt of a Request for
Release stating that such Mortgage Loan was liquidated and that all amounts
received or to be received in connection with such liquidation which are
required to be deposited into the Custodial Account have been or will be
so
deposited, or that such Mortgage Loan has become an REO Property, a copy
of the
Request for Release shall be released by the Trustee to the Master
Servicer.
Upon
written request of a Servicing Officer, the Trustee shall execute and deliver
to
the Master Servicer any court pleadings, requests for trustee’s sale or other
documents prepared by the Master Servicer that are necessary to the foreclosure
or trustee’s sale in respect of a Mortgaged Property or to any legal action
brought to obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to enforce any other remedies
or
rights provided by the Mortgage Note or Mortgage or otherwise available at
law
or in equity. Each such request that such pleadings or documents be executed
by
the Trustee shall include a certification signed by a Servicing Officer as
to
the reason such documents or pleadings are required and that the execution
and
delivery thereof by the Trustee will not invalidate or otherwise affect the
lien
of the Mortgage, except for the termination of such a lien upon completion
of
the foreclosure or trustee’s sale.
104
Section
3.17. Servicing
Compensation.
As
compensation for its activities hereunder, the Master Servicer shall be entitled
to withhold and retain, from deposits to the Custodial Account of amounts
representing payments or recoveries of interest, the Master Servicing Fees
and
Sub-Servicing Fees with respect to each Mortgage Loan (less any portion of
such
amounts retained by any Sub-Servicer). In addition, the Master Servicer shall
be
entitled to recover unpaid Master Servicing Fees and Sub-Servicing Fees out
of
related Late Collections to the extent permitted in Section 3.11.
Each
Sub-Servicing Agreement shall permit the related Sub-Servicer to retain the
Sub-Servicer Fees from collections on the related Mortgage Loans, or shall
provide that the Sub-Servicer be paid directly by the Master Servicer from
collections on the related Mortgage Loans. To the extent the Master Servicer
directly services a Mortgage Loan, the Master Servicer shall be entitled
to
retain the Sub-Servicing Fees for that Mortgage Loan.
The
Master Servicer also shall be entitled pursuant to Section 3.11 to receive
from
the Custodial Account as additional servicing compensation interest or other
income earned on deposits therein, subject to Section 3.23, as well as any
assumption fees, late payment charges and reconveyance fees. The Master Servicer
shall not be entitled to retain any Prepayment Charges. Any Prepayment Charges
identified on Exhibit H hereto as belonging to the Class P Certificateholder
shall be paid to the Holders of the related Class P Certificates. Any Prepayment
Charges identified on Exhibit H hereto as belong to a Sub-Servicer shall
be paid
to the related Sub-Servicer. The Master Servicer shall be required to pay
all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of the premiums for any blanket policy insuring against
hazard losses pursuant to Section 3.13 and servicing compensation of the
Sub-Servicer to the extent not retained by it), and shall not be entitled
to
reimbursement therefor except as specifically provided in Section 3.11. The
Master Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Master Servicer's responsibilities
and obligations under this Agreement.
Notwithstanding
anything herein to the contrary, Midland (and its successors and assigns)
shall
also be entitled to the Excess Servicing Strip with respect to the Mortgage
Loans that it is servicing and may at its option assign or pledge to any
third
party or retain for itself the Excess Servicing Strip. The Master Servicer
(or
its successor hereunder, if any) shall pay the Excess Servicing Strip to
the
holder of the Excess Servicing Strip (i.e., Midland or any such third party)
at
such time and to the extent the Master Servicer is entitled to receive payment
of its Master Servicing Fees hereunder, notwithstanding any resignation or
termination of the Master Servicer hereunder. In the event that Midland is
terminated or resigns as Sub-Servicer, it (and its successors and assigns)
will
be entitled to retain the Excess Servicing Strip.
105
Section
3.18. Maintenance
of Certain Servicing Policies.
The
Master Servicer shall obtain and maintain at its own expense and shall cause
each Sub-Servicer to obtain and maintain for the duration of this Agreement
a
blanket fidelity bond and an errors and omissions insurance policy covering
the
Master Servicer's and such Sub-Servicer's officers, employees and other persons
acting on its behalf in connection with its activities under this Agreement.
The
amount of coverage shall be at least equal to the coverage maintained by
the
Master Servicer or Sub-Servicer in order to be acceptable to Xxxxxx Xxx or
Xxxxxxx Mac to service loans for it or otherwise in an amount as is commercially
available at a cost that is generally not regarded as excessive by industry
standards. The Master Servicer shall promptly notify the Trustee in writing
of
any material change in the terms of such bond or policy. The Master Servicer
shall provide annually to the Trustee a certificate of insurance that such
bond
and policy are in effect. If any such bond or policy ceases to be in effect,
the
Master Servicer shall, to the extent possible, give the Trustee ten days'
notice
prior to any such cessation and shall use its reasonable best efforts to
obtain
a comparable replacement bond or policy, as the case may be.
Section
3.19. Annual
Statement as to Compliance.
Not
later
than March 22nd of each calendar year beginning in 2007, the Master Servicer
at
its own expense shall deliver to the Trustee via e-mail
(XXXXX.Xxxxxxxxxxxxx@xx.xxx), and shall deliver (or otherwise make available)
to
the Certificate Insurer, a certificate (an “Annual Statement of Compliance”)
signed by a Servicing Officer stating, as to the signers thereof, that (i)
a
review of the activities of the Master Servicer during the preceding calendar
year and of performance under this Agreement or other applicable servicing
agreement has been made under such officers’ supervision, (ii) to the best of
such officers’ knowledge, based on such review, the Master Servicer has
fulfilled all its obligations under this Agreement or other applicable servicing
agreement in all material respects for such 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. Such Annual Statement of Compliance shall contain no restrictions
or
limitations on its use. In the event that the Master Servicer has delegated
any
servicing responsibilities with respect to the Mortgage Loans to a Sub-Servicer,
the Master Servicer shall deliver a similar Annual Statement of Compliance
by
that Sub-Servicer to the Trustee and the Certificate Insurer as described
above
as and when required with respect to the Master Servicer.
Failure
of the Master Servicer to timely comply with this Section 3.19 shall be deemed
an Event of Default, and the Trustee may, in addition to whatever rights
the
Trustee may have under this Agreement and at law or equity or to damages,
including injunctive relief and specific performance, upon notice immediately
terminate all the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Master Servicer for the same. This paragraph shall supersede
any other provision in this Agreement or any other agreement to the
contrary.
106
Section
3.20. Assessments
of Compliance and Attestation Reports.
Pursuant
to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(a) of Regulation
AB, the Master Servicer shall deliver to the Trustee via e-mail
(XXXXX.Xxxxxxxxxxxxx@xx.xxx) and shall deliver (or otherwise make available)
to
the Certificate Insurer on or before March 22nd of each calendar year beginning
in 2007, a report regarding the Master Servicer’s assessment of compliance (an
“Assessment of Compliance”) with the applicable Servicing Criteria (as set forth
in Exhibit N) during the preceding calendar year. The Assessment of Compliance
must contain the following:
(a) A
statement by such officer of its responsibility for assessing compliance
with
the Servicing Criteria applicable to the Master Servicer;
(b) A
statement by such officer that such officer used the Servicing Criteria,
and
which will also be attached to the Assement of Compliance, to assess compliance
with the Servicing Criteria applicable to the Master Servicer;
(c) An
assessment by such officer of the Master Servicer’s compliance with the
applicable Servicing Criteria for the period consisting of the preceding
calendar year, including disclosure of any material instance of noncompliance
with respect thereto during such period, which assessment shall be based
on the
activities it performs with respect to asset-backed securities transactions
taken as a whole involving the Master Servicer, that are backed by the same
asset type as the Mortgage Loans;
(d) A
statement that a registered public accounting firm has issued an attestation
report on the Master Servicer’s Assessment of Compliance for the period
consisting of the preceding calendar year; and
(e) A
statement as to which of the Servicing Criteria, if any, are not applicable
to
the Master Servicer, which statement shall be based on the activities it
performs with respect to asset-backed securities transactions taken as a
whole
involving the Master Servicer, that are backed by the same asset type as
the
Mortgage Loans.
Such
report at a minimum shall address each of the Servicing Criteria specified
on
Exhibit N hereto which are indicated as applicable to the Master
Servicer.
On
or
before March 22nd of each calendar year beginning in 2007, the Master Servicer
shall furnish to the Trustee and the Certificate Insurer a report (an
“Attestation Report”) by a registered public accounting firm that attests to,
and reports on, the Assessment of Compliance made by the Master Servicer,
as
required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b)
of
Regulation AB, which Attestation Report must be made in accordance with
standards for attestation reports issued or adopted by the Public Company
Accounting Oversight Board.
The
Master Servicer shall cause any Sub-Servicer and each subcontractor determined
by the Master Servicer to be “participating in the servicing function” within
the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the
Certificate Insurer and the Depositor an Assessment of Compliance and
Attestation Report as and when provided above.
107
Such
Assessment of Compliance, as to any Sub-Servicer, shall address each of the
Servicing Criteria applicable to the Sub-Servicer. Notwithstanding the
foregoing, as to any subcontractor determined by the Master Servicer to be
“participating in the servicing function,” an Assessment of Compliance is not
required to be delivered unless it is required as part of a Form 10-K with
respect to the Trust Fund.
Failure
of the Master Servicer to timely comply with this Section 3.20 (taking into
account the cure period if permitted as set forth in the preceding paragraph)
shall be deemed an Event of Default, and the Trustee may, in addition to
whatever rights the Trustee may have under this Agreement and at law or equity
or to damages, including injunctive relief and specific performance, give
notice
to Certificateholders that they have ten Business Days to object. If no such
objection is received, the Trustee shall immediately terminate all the rights
and obligations of the Master Servicer under this Agreement and in and to
the
Mortgage Loans and the proceeds thereof without compensating the Master Servicer
for the same (other than as provided herein with respect to unreimbursed
Advances or Servicing Advances or accrued and unpaid Servicing Fees). This
paragraph shall supercede any other provision in this Agreement or any other
agreement to the contrary.
The
Trustee shall also provide an Assessment of Compliance (with respect to items
(a) - (d) but not (e) above) and Attestation Report, as and when provided
above,
which shall at a minimum address each of the Servicing Criteria specified
on
Exhibit N hereto which are indicated as applicable to the “trustee”.
Notwithstanding the foregoing, as to any trustee, an Assessment of Compliance
is
not required to be delivered unless it is required as part of a Form 10-K
with
respect to the Trust Fund.
Section
3.21. Access
to
Certain Documentation.
The
Master Servicer shall provide, and shall cause any Sub-Servicer to provide,
to
the Trustee and the Certificate Insurer, access to the documentation in their
possession regarding the related Mortgage Loans and REO Properties and to
the
Certificateholders, the FDIC, and the supervisory agents and examiners of
the
FDIC (to which the Trustee shall also provide) access to the documentation
regarding the related Mortgage Loans required by applicable regulations,
such
access being afforded without charge but only upon reasonable request and
during
normal business hours at the offices of the Master Servicer or the Sub-Servicers
that are designated by these entities; provided,
however,
that,
unless otherwise required by law, the Trustee, the Custodian, the Master
Servicer or the Sub-Servicer shall not be required to provide access to such
documentation if the provision thereof would violate the legal right to privacy
of any Mortgagor. The Master Servicer and the Sub-Servicers shall allow
representatives of the above entities to photocopy any of the documentation
and
shall provide equipment for that purpose at a charge that covers their own
actual out-of-pocket costs. The Master Servicer shall designate a Servicing
Officer to provide certain information regarding the Mortgage
Loans.
Section
3.22. Title,
Conservation and Disposition of REO Property.
This
Section shall apply only to REO Properties acquired for the account of REMIC
1
or REMIC 2, as applicable, and shall not apply to any REO Property relating
to a
Mortgage Loan which was purchased or repurchased from REMIC 1 or REMIC 2,
as
applicable, pursuant to Sections 2.02, 2.04 or 3.14. In the event that title
to
any such REO Property is acquired, the deed or certificate of sale shall
be
issued to the Trustee, or to its nominee, on behalf of the Certificateholders.
The Master Servicer, on behalf of REMIC 1 or REMIC 2, as applicable, shall
either sell any related REO Property before the close of the third taxable
year
following the taxable year in which REMIC 1 or REMIC 2, as applicable, acquires
ownership of such REO Property for purposes of Section 860G(a)(8) of the
Code
or, at the expense of REMIC 1 or REMIC 2, as applicable, request, more than
60
days before the day on which the three-year grace period would otherwise
expire
an extension of the three-year grace period, unless the Master Servicer has
delivered to the Trustee and the Certificate Insurer an Opinion of Counsel
(which shall not be at the expense of the Trustee or the Certificate Insurer),
addressed to the Trustee, the Certificate Insurer and the Master Servicer,
to
the effect that the holding by REMIC 1 or REMIC 2, as applicable, of such
REO
Property subsequent to the close of the third taxable year following the
taxable
year in which REMIC 1 or REMIC 2, as applicable, acquires ownership of such
REO
Property will not result in the imposition on REMIC 1 or REMIC 2, as applicable,
of taxes on “prohibited transactions” thereof, as defined in Section 860F of the
Code, or cause any of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 to fail to qualify
as
a REMIC under the REMIC Provisions or comparable provisions of the laws of
the
State of California at any time that any Certificates are outstanding. The
Master Servicer shall manage, conserve, protect and operate each REO Property
for the Certificateholders solely for the purpose of its prompt disposition
and
sale in a manner which does not cause such REO Property to fail to qualify
as
“foreclosure property” within the meaning of Section 860G(a)(8) or result in the
receipt by any of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 of any “income from
non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or
any “net income from foreclosure property” which is subject to taxation under
the REMIC Provisions. Pursuant to its efforts to sell such REO Property,
the
Master Servicer shall either itself or through an agent selected by the Master
Servicer protect and conserve such REO Property in the same manner and to
such
extent as is customary in the locality where such REO Property is located
and
may, incident to its conservation and protection of the interests of the
Certificateholders, rent the same, or any part thereof, as the Master Servicer
deems to be in the best interest of the Certificateholders for the period
prior
to the sale of such REO Property.
108
Any
REO
Disposition shall be for cash only (unless changes in the REMIC Provisions
made
subsequent to the Startup Day allow a sale for other
consideration).
The
Master Servicer shall segregate and hold all funds collected and received
in
connection with the operation of any REO Property separate and apart from
its
own funds and general assets. The Master Servicer shall deposit, or cause
to be
deposited, on a daily basis in the Custodial Account all revenues received
with
respect to the REO Properties, net of any directly related expenses incurred
or
withdraw therefrom funds necessary for the proper operation, management and
maintenance of the REO Property.
If
as of
the date of acquisition of title to any REO Property there remain outstanding
unreimbursed Servicing Advances with respect to such REO Property or any
outstanding Advances allocated thereto the Master Servicer, upon an REO
Disposition, shall be entitled to reimbursement for any related unreimbursed
Servicing Advances and any unreimbursed related Advances as well as any unpaid
Master Servicing Fees or Sub-Servicing Fees from proceeds received in connection
with the REO Disposition, as further provided in Section 3.15. The Master
Servicer shall not be obligated to advance any amounts with respect to an
REO
Property if such advance would constitute a Nonrecoverable Advance.
109
The
REO
Disposition shall be carried out by the Master Servicer at such price and
upon
such terms and conditions as the Master Servicer shall determine.
The
Master Servicer shall deposit the proceeds from the REO Disposition, net
of any
payment to the Master Servicer as provided above, in the Custodial Account
upon
receipt thereof for distribution in accordance with Section 4.01; provided,
that
any such net proceeds received by the Master Servicer which are in excess
of the
applicable Stated Principal Balance plus all unpaid REO Imputed Interest
thereon
through the last day of the month in which the REO Disposition occurred (“Excess
Proceeds”) shall be retained by the Master Servicer as additional servicing
compensation.
With
respect to any Mortgage Loan as to which the Master Servicer has received
notice
of, or has actual knowledge of, the presence of any toxic or hazardous substance
on the Mortgaged Property, the Master Servicer shall not, on behalf of the
Trustee, either (i) obtain title to the related Mortgaged Property as a result
of or in lieu of foreclosure or otherwise, or (ii) otherwise acquire possession
of, the related Mortgaged Property, unless the Master Servicer has, at least
30
days prior to taking such action, obtained and delivered to the Trustee an
environmental audit report prepared by a Person who regularly conducts
environmental audits using customary industry standards. The Master Servicer
shall take such action as it deems to be in the best economic interest of
the
Trust Fund (other than proceeding against the Mortgaged Property) and is
hereby
authorized at such time as it deems appropriate to release such Mortgaged
Property from the lien of the related Mortgage.
The
cost
of the environmental audit report contemplated by this Section 3.22 shall
be
advanced by the Master Servicer as an expense of the Trust Fund, and the
Master
Servicer shall be reimbursed therefor from the Custodial Account as provided
in
Section 3.11, any such right of reimbursement being prior to the rights of
the
Certificateholders to receive any amount in the Custodial Account.
If
the
Master Servicer determines, as described above, that it is in the best economic
interest of the Trust Fund to take such actions as are necessary to bring
any
such Mortgaged Property in compliance with applicable environmental laws,
or to
take such action with respect to the containment, clean-up or remediation
of
hazardous substances, hazardous materials, hazardous wastes, or petroleum-based
materials affecting any such Mortgaged Property, then the Master Servicer
shall
take such action as it deems to be in the best economic interest of the Trust
Fund. The cost of any such compliance, containment, clean-up or remediation
shall be advanced by the Master Servicer as an expense of the Trust Fund,
and
the Master Servicer shall be entitled to be reimbursed therefor from the
Custodial Account as provided in Section 3.11, any such right of reimbursement
being prior to the rights of the Certificateholders to receive any amount
in the
Custodial Account.
110
Section
3.23. Additional
Obligations of the Master Servicer.
On
each
Certificate Account Deposit Date, the Master Servicer shall deliver to the
Trustee for deposit in the Certificate Account from its own funds and without
any right of reimbursement therefor, a total amount equal to the amount of
Compensating Interest for the related Distribution Date.
Section
3.24. Additional
Obligations of the Depositor.
The
Depositor agrees that on or prior to the tenth day after the Closing Date,
the
Depositor shall provide the Trustee with a written notification, substantially
in the form of Exhibit J attached hereto, relating to each Class of
Certificates, setting forth (i) in the case of each Class of such Certificates,
(a) if less than 10% of the aggregate Certificate Principal Balance of such
Class of Certificates has been sold as of such date, the value calculated
pursuant to clause (b)(iii) of Exhibit J hereto, or, (b) if 10% or more of
such
Class of Certificates has been sold as of such date but no single price is
paid
for at least 10% of the aggregate Certificate Principal Balance of such Class
of
Certificates, then the weighted average price at which the Certificates of
such
Class were sold and the aggregate percentage of Certificates of such Class
sold,
(c) the first single price at which at least 10% of the aggregate Certificate
Principal Balance of such Class of Certificates was sold, or (d) if any
Certificates of each Class of Certificates are retained by the Depositor
or an
affiliate corporation, or are delivered to the Sponsor, the fair market value
of
such Certificates as of the Closing Date, (ii) the Prepayment Assumption
used in
pricing the Certificates, and (iii) such other information as to matters
of fact
as the Trustee may reasonably request to enable it to comply with its reporting
requirements with respect to each Class of such Certificates to the extent
such
information can in the good faith judgment of the Depositor be determined
by
it.
Section
3.25. Exchange
Act Reporting.
(a) The
Trustee (to the extent any information requested by the Depositor is actually
in
the possession of the Trustee) and the Master Servicer shall fully cooperate
with the Depositor in connection with the Trust’s satisfying the reporting
requirements under the Exchange Act as may be requested by the Depositor
pursuant to Section 3.26.
(b) (i)
Within 12 calendar days after each Distribution Date, the Trustee shall,
in
accordance with industry standards, file with the Commission via the Electronic
Data Gathering and Retrieval System (“XXXXX”), a Distribution Report on Form
10-D, signed by the Depositor, with a copy of the monthly statement to be
furnished by the Trustee to the Certificateholders for such Distribution
Date.
Any disclosure in addition to the monthly statement required to be included
on
the Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and
prepared by the entity that is indicated in Exhibit O as the responsible
party
for providing that information, if other than the Trustee, and the Trustee
will
have no duty or liability to verify the accuracy or sufficiency of any such
Additional Form 10-D Disclosure and the Trustee shall have no liability with
respect to any failure to properly prepare or file such Form 10-D resulting
from
or relating to the Trustee’s inability or failure to obtain any information in a
timely manner from the party responsible for delivery of such Additional
Form
10-D Disclosure.
111
Within
3
calendar days after the related Distribution Date, each entity that is indicated
in Exhibit O as the responsible party for providing Additional Form 10-D
Disclosure shall be required to provide to the Trustee via e-mail
(XXXXX.Xxxxxxxxxxxxx@xx.xxx), and to the Depositor and the Certificate Insurer,
to the extent known by a responsible party thereof, any Additional Form 10-D
Disclosure, if applicable, clearly identifying which item of Form 10-D the
information relates to. The Trustee shall compile the information provided
to
it, prepare the Form 10-D and forward the Form 10-D to the Depositor for
verification. The Depositor will approve, as to form and substance, or
disapprove, as the case may be, the Form 10-D. No later than three Business
Days
prior to the 10th calendar day after the related Distribution Date, an officer
of the Depositor shall sign the Form 10-D and return an electronic or fax
copy
of such signed Form 10-D (with an original executed hard copy to follow by
overnight mail) to the Trustee. The Trustee shall have no liability with
respect
to any failure to properly file any Form 10-D resulting from or relating
to the
Depositor’s failure to timely comply with the provisions of this
section.
(ii) Within
four (4) Business Days after the occurrence of an event requiring disclosure
on
Form 8-K (each such event, a “Reportable Event”), the Depositor shall prepare
and file any Form 8-K, as required by the Exchange Act, in addition to the
initial Form 8-K in connection with the issuance of the Certificates. Any
disclosure or information related to a Reportable Event or that is otherwise
required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be
determined and prepared by the entity that is indicated in Exhibit O as the
responsible party for providing that information.
For
so
long as the Trust is subject to the Exchange Act reporting requirements,
no
later than the end of business on the second Business Day after the occurrence
of a Reportable Event, the entity that is indicated in Exhibit O as the
responsible party for providing Form 8-K Disclosure Information shall be
required to provide to the Depositor, to the extent known by a responsible
officer thereof, the form and substance of any Form 8-K Disclosure Information,
if applicable. The Depositor shall compile the information provided to it,
and
prepare and file the Form 8-K, which shall be signed by an officer of the
Depositor.
(iii) Prior
to
January 30 of the first year in which the Trustee is able to do so under
applicable law, the Trustee shall, in accordance with industry standards,
file a
Form 15 Suspension Notice with respect to the Trust Fund, if applicable.
On or
before (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice
shall have been filed, on or before April 15 of each year thereafter, the
Master
Servicer shall provide the Trustee and the Certificate Insurer with an Annual
Compliance Statement, together with a copy of the Assessment of Compliance
and
Attestation Report to be delivered by the Master Servicer pursuant to Sections
3.19 and 3.20 (including with respect to any Sub-Servicer or any subcontractor,
if required to be filed). Prior to (x) March 30, 2007 and (y) unless and
until a
Form 15 Suspension Notice shall have been filed, March 30 of each year
thereafter, the Trustee shall file a Form 10-K, in substance as required
by
applicable law or applicable Securities and Exchange Commission staff’s
interpretations and conforming to industry standards, with respect to the
Trust
Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation
Report, Annual Compliance Statements and other documentation provided by
the
Master Servicer pursuant to Sections 3.19 and 3.20 (including with respect
to
any Sub-Servicer or subcontractor, if required to be filed) and Section 3.20
with respect to the Trustee, and the Form 10-K certification in the form
attached hereto as Exhibit L-1 (the “Certification”) signed by the senior
officer of the Depositor in charge of securitization. The Trustee shall receive
the items described in the preceding sentence no later than March 15 of each
calendar year prior to the filing deadline for the Form 10-K.
112
Any
disclosure or information in addition to that described in the preceding
paragraph that is required to be included on Form 10-K (“Additional Form 10-K
Disclosure”) shall be determined and prepared by the entity that is indicated in
Exhibit O as the responsible party for providing that information, if other
than
the Trustee, and the Trustee will have no duty or liability to verify the
accuracy or sufficiency of any such Additional Form 10-K
Disclosure.
If
information, data and exhibits to be included in the Form 10-K are not so
timely
delivered, the Trustee shall file an amended Form 10-K including such documents
as exhibits reasonably promptly after they are delivered to the Trustee.
The
Trustee shall have no liability with respect to any failure to properly prepare
or file such periodic reports resulting from or relating to the Trustee’s
inability or failure to timely obtain any information from any other
party.
On
or
prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension
Notice
shall have been filed, prior to March 15 of each year thereafter, each entity
that is indicated in Exhibit O as the responsible party for providing Additional
Form 10-K Disclosure shall be required to provide to the Trustee via e-mail
(XXXXX.Xxxxxxxxxxxxx@xx.xxx), and to the Certificate Insurer and the Depositor,
to the extent known by a responsible party thereof, the form and substance
of
any Additional Form 10-K Disclosure Information, if applicable. The Trustee
shall compile the information provided to it, prepare the Form 10-K and forward
the Form 10-K to the Depositor for verification. The Depositor will approve,
as
to form and substance, or disapprove, as the case may be, the Form 10-K by
no
later than March 25 of the relevant year (or the immediately preceding Business
Day if March 25 is not a Business Day), an officer of the Depositor shall
sign
the Form 10-K and return an electronic or fax copy of such signed Form 10-K
(with an original executed hard copy to follow by overnight mail) to the
Trustee.
The
Master Servicer shall be responsible for determining the pool concentration
applicable to any Sub-Servicer to which the Master Servicer delegated any
of its
responsibilities with respect to the Mortgage Loans at any time, for purposes
of
disclosure as required by Items 1117 and 1119 of Regulation AB. The Trustee
will
provide electronic or paper copies of all Form 10-D, 8-K and 10-K filings
free
of charge to any Certificateholder upon request. Any expenses incurred by
the
Trustee in connection with the previous sentence shall be reimbursable to
the
Trustee out of the Trust Fund. The Trustee shall have no liability with respect
to any failure to properly file any Form 10-K resulting from or relating
to the
Depositor’s failure to timely comply with the provisions of this
section.
The
Trustee shall sign a certification (in the form attached hereto as Exhibit
L-3)
for the benefit of the Depositor and its officers, directors and Affiliates
in
respect of items 1 through 3 of the Certification (provided, however, that
the
Trustee shall not undertake an analysis of the Attestation Report attached
as an
exhibit to the Form 10-K), and the Master Servicer shall sign a certification
(the “Master Servicer Certification) solely with respect to the Master Servicer
(in the form attached hereto as Exhibit L-2) for the benefit of the Depositor,
the Trustee and each Person, if any, who “controls” the Depositor or the Trustee
within the meaning of the Securities Act of 1933, as amended, and their
respective officers and directors. Each such certification shall be delivered
to
the Depositor and the Trustee by March 15th of each year (or if not a Business
Day, the immediately preceding Business Day). The Certification attached
hereto
as Exhibit L-1 shall be delivered to the Trustee by March 20th for filing
on or
prior to March 30th of each year (or if not a Business Day, the immediately
preceding Business Day).
113
The
Trustee will have no duty to verify the accuracy or sufficiency of any
information not prepared by it included in any Form 10-D, Form 10-K or Form
8-K.
The Trustee shall have no liability with respect to any failure to properly
prepare or file any Form 10- D or Form 10-K resulting from or relating to
the
Trustee’s inability or failure to obtain any information in a timely manner from
the party responsible for delivery of such disclosure information. The Trustee
shall have no liability with respect to any failure to properly file any
Form
l0-D or 10-K resulting from or relating to the Depositor’s failure to timely
comply with the provisions of this section. Nothing herein shall be construed
to
require the Trustee or any officer, director or Affiliate thereof to sign
any
Form 10-D, Form 10-K or Form 8-K.
(c) (A)
The
Trustee shall indemnify and hold harmless the Depositor, the Master Servicer
and
their respective officers, directors and Affiliates from and against any
losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments and other costs and expenses arising out of or based
upon any material misstatement or omission in the Assessment of Compliance
delivered by the Trustee pursuant to Section 3.20 and (B) the Master Servicer
shall indemnify and hold harmless the Depositor, the Trustee and their
respective officers, directors and Affiliates from and against any actual
losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal
fees and related costs, judgments and other costs and expenses arising out
of or
based upon (i) the failure of the Master Servicer to timely deliver the Master
Servicer Certification or (ii) any material misstatement or omission in the
Statement as to Compliance delivered by the Master Servicer pursuant to Section
3.19 or any Sub-Servicer pursuant to Section 3.20, the Assessment of Compliance
delivered by the Master Servicer or any Sub-Servicer pursuant to Section
3.20 or
the Master Servicer Certification. If the indemnification provided for herein
is
unavailable or insufficient to hold harmless the Depositor, then the Master
Servicer agrees that it shall contribute to the amount paid or payable by
the
Depositor and the Trustee as a result of the losses, claims, damages or
liabilities of the Depositor and the Trustee in such proportion as is
appropriate to reflect the relative fault of the Depositor and the Trustee
on
the one hand and the Master Servicer on the other in connection with the
Master
Servicer Certification and the related obligations of the Master Servicer
under
this Section 3.25.
Upon
any
filing with the Securities and Exchange Commission, the Trustee shall promptly
deliver to the Depositor a copy of any such executed report, statement or
information.
Section
3.26. Intention
of the Parties and Interpretation.
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.19, 3.20
and
3.25 of this Agreement is to facilitate compliance by the Sponsor and the
Depositor with the provisions of Regulation AB. Therefore, each of the parties
agrees that (a) the obligations of the parties hereunder shall be interpreted
in
such a manner as to accomplish that purpose, (b) the parties’ obligations
hereunder will be supplemented and modified as necessary to be consistent
with
any such amendments, interpretive advice or guidance, convention or consensus
among active participants in the asset-backed securities markets, advice
of
counsel, or otherwise in respect of the requirements of Regulation AB, (c)
the
parties shall comply with requests made by the Sponsor
or
the
Depositor for delivery of additional or different information as the Sponsor
or
the Depositor may determine in good faith is necessary to comply with the
provisions of Regulation AB, and (d) no amendment of this Agreement shall
be
required to effect any such changes in the parties’ obligations as are necessary
to accommodate evolving interpretations of the provisions of Regulation
AB.
114
Section
3.27. Optional
Purchase of Certain Mortgage Loans.
The
Master Servicer will have a one-time option to purchase up to a maximum of
1.00%
(and in any case, at least 5 Mortgage Loans) of the Group 1 Loans, by aggregate
Stated Principal Balance of the Group 1 Loans as of such date, from the Trustee
at the Purchase Price. The Master Servicer will have the option, from time
to
time, of purchasing Group 2 Loans from the Trustee at the Purchase Price;
provided that the aggregate Stated Principal Balance of such purchased Group
2
Loans from the Closing Date to the time of such purchase will not exceed
1% of
the Group 2 Cut-off Date Balance; and provided, further, that the aggregate
Stated Principal Balance of the Group 2 Loans purchased at any one time does
not
exceed 1% of the aggregate Stated Principal Balance of the Group 2 Loans
as of
such date. Any Group 1 Loans and Group 2 Loans that may be purchased by the
Master Servicer pursuant to this Section 3.27 will be selected by the Master
Servicer in its sole discretion. If at any time the Master Servicer makes
a
payment to the Certificate Account covering the amount of the Purchase Price
for
such a Mortgage Loan, and the Master Servicer provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall succeed to all
the
Trustee’s right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation
to
the Trustee or the Certificateholders with respect thereto. Any tax on
"prohibited transactions" (as defined in Section 860F(a)(2) of the Code)
imposed
on any REMIC relating to the exercise of the option provided in this Section
3.27 shall in no event be payable by the Trustee.
115
ARTICLE
IV
PAYMENTS
TO CERTIFICATEHOLDERS
Section
4.01. Distributions.
(a) The
Trustee shall establish and maintain a Certificate Account, in which the
Master
Servicer shall cause to be deposited on behalf of the Trustee on or before
5:00
P.M. New York time on each Certificate Account Deposit Date by wire transfer
of
immediately available funds an amount equal to the sum of (i) any Advance
for
the immediately succeeding Distribution Date, (ii) any amount required to
be
deposited in the Certificate Account pursuant to Sections 3.11, 3.13 or 3.23,
(iii) all other amounts constituting the Available Distribution Amount for
the
immediately succeeding Distribution Date, (iv) amounts payable to the related
Supplemental Interest Trust in respect of related Net Swap Payments and Swap
Termination Payments payable to the related Swap Provider other than Swap
Termination Payments resulting from a Swap Provider Trigger Event and (v)
any
amounts on deposit in the Custodial Account representing Prepayment Charges
collected by the Master Servicer (and any Master Servicer Prepayment Charge
Payment Amounts paid by, or collected on behalf of the Trust Fund by, the
Master
Servicer or any Sub-Servicer), other than any such Prepayment Charges or
Master
Servicer Prepayment Charge Payment Amounts relating to Principal Prepayments
that occurred after the end of the related Prepayment Period.
On
each
Distribution Date, prior to making any other distributions referred to in
Section 4.01 herein, the Trustee shall withdraw from the Certificate Account
and
pay itself any income earned on retention of amounts on deposit in the
Certificate Account for such Distribution Date and any other amounts payable
to
it hereunder.
On
each
Distribution Date, prior to making any other distributions referred to in
Section 4.01 herein, the Trustee shall withdraw from the Certificate Account
and
pay to the Certificate Insurer, by wire transfer of immediately available
funds,
the Policy Premium for such Distribution Date. The Trustee shall deposit
any
amounts received from the Certificate Insurer pursuant to the Certificate
Guaranty Insurance Policy into the Insurance Account.
On
each
Distribution Date the Trustee shall distribute to each Certificateholder
of
record as of the next preceding Record Date (other than as provided in Section
9.01 respecting the final distribution) either in immediately available funds
(by wire transfer or otherwise) to the account of such Certificateholder
at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Trustee at least 5 Business Days prior
to
the related Record Date, or otherwise by check mailed to such Certificateholder
at the address of such Holder appearing in the Certificate Register, such
Certificateholder's share (based on the aggregate of the Percentage Interests
represented by Certificates of the applicable Class held by such Holder)
of the
amounts required to be distributed to such Holder pursuant to this Section
4.01.
Net
Swap
Payments and Swap Termination Payments (other than Swap Termination Payments
resulting from a Swap Provider Trigger Event) payable by the related
Supplemental Interest Trust to the related Swap Provider pursuant to the
related
Interest Rate Swap Agreement shall be deducted (without duplication) from
the
interest collections in the related Available Distribution Amount, and to
the
extent of any such remaining amounts due, from the principal collections
in the
related Available Distribution Amount, prior to any distributions to the
related
Certificateholders. On each Distribution Date, such amounts will be remitted
to
the related Supplemental Interest Trust, first to make any Net Swap Payment
owed
to the related Swap Provider pursuant to the related Interest Rate Swap
Agreement for such Distribution Date and for prior Distribution Dates, and
second to make any Swap Termination Payment (not due to a Swap Provider Trigger
Event) owed to the related Swap Provider pursuant to the related Interest
Rate
Swap Agreement for such Distribution Date and for prior Distribution Dates.
Any
Swap Termination Payment triggered by a Swap Provider Trigger Event owed
to the
related Swap Provider pursuant to the related Interest Rate Swap Agreement
will
be subordinated to distributions to the Holders of the related Offered
Certificates and shall be paid as set forth in Section 4.01(l)(viii) and
4.01(m)(vii), as applicable.
116
(b) On
each
Distribution Date, the Trustee shall withdraw from the Certificate Account
that
portion of Available Distribution Amount for such Distribution Date consisting
of the Interest Remittance Amount in respect of the Group 1 Loans for such
Distribution Date, and make the following disbursements and transfers in
the
order of priority described below, in each case to the extent of the related
Interest Remittance Amount for such Class for such Distribution
Date:
(i) from
the
Interest Remittance Amount in respect of the Group 1 Loans, concurrently
to the
Holders of the Class 1-A1-A, Class 1-A1-B, Class 1-A1-C and Class 1-AM
Certificates, pro rata, based on entitlement, the related Monthly Interest
Distributable Amount and any Unpaid Interest Shortfall Amount for each such
Class for such Distribution Date;
(ii) from
the
remaining Interest Remittance Amount in respect of the Group 1 Loans, to
the
Class 1-M-1 Certificates, the related Monthly Interest Distributable Amount
for
such Class for such Distribution Date;
(iii) from
the
remaining Interest Remittance Amount in respect of the Group 1 Loans, to
the
Class 1-M-2 Certificates, the related Monthly Interest Distributable Amount
for
such Class for such Distribution Date;
(iv) from
the
remaining Interest Remittance Amount in respect of the Group 1 Loans, to
the
Class 1-M-3 Certificates, the related Monthly Interest Distributable Amount
for
such Class for such Distribution Date;
(v) from
the
remaining Interest Remittance Amount in respect of the Group 1 Loans, to
the
Class 1-M-4 Certificates, the related Monthly Interest Distributable Amount
for
such Class for such Distribution Date;
(vi) from
the
remaining Interest Remittance Amount in respect of the Group 1 Loans, to
the
Class 1-M-5 Certificates, the related Monthly Interest Distributable Amount
for
such Class for such Distribution Date;
(vii) from
the
remaining Interest Remittance Amount in respect of the Group 1 Loans, to
the
Class 1-M-6 Certificates, the related Monthly Interest Distributable Amount
for
such Class for such Distribution Date;
117
(viii) from
the
remaining Interest Remittance Amount in respect of the Group 1 Loans, to
the
Class 1-M-7 Certificates, the related Monthly Interest Distributable Amount
for
such Class for such Distribution Date;
(ix) from
the
remaining Interest Remittance Amount in respect of the Group 1 Loans, to
the
Class 1-M-8 Certificates, the related Monthly Interest Distributable Amount
for
such Class for such Distribution Date; and
(x) from
the
remaining Interest Remittance Amount in respect of the Group 1 Loans, to
the
Class 1-B Certificates, the related Monthly Interest Distributable Amount
for
such Class for such Distribution Date.
(c) On
each
Distribution Date, the Trustee shall withdraw from the Certificate Account
that
portion of Available Distribution Amount for such Distribution Date consisting
of the Interest Remittance Amount in respect of the Group 2 Loans for such
Distribution Date, and make the following disbursements and transfers in
the
order of priority described below, in each case to the extent of the related
Interest Remittance Amount for such Class for such Distribution
Date:
(i) from
the
Interest Remittance Amount in respect of the Group 2 Loans, to the Holders
of
the Class 2-A Certificates, the related Monthly Interest Distributable Amount
and any Unpaid Interest Shortfall Amount for such Class for such Distribution
Date.
(d) Except
as
provided in clause (f) below, on each Distribution Date (i) prior to the
Group 1
Stepdown Date or (ii) on or after the Group 1 Stepdown Date if a Group 1
Trigger
Event is in effect, the Trustee shall withdraw from the Certificate Account
an
amount equal to the Principal Distribution Amount related to Loan Group 1
and
distribute to the Holders of the Class 1-A, Class 1-M and Class 1-B
Certificates, distributions in respect of principal to the extent of the
related
Principal Distribution Amount remaining for such Distribution Date:
(i) first,
from the related Principal Distribution Amount, concurrently, on a pro rata
basis, based on the aggregate Certificate Principal Balances thereof (x)
sequentially, to the Class 1-A1-A, Class 1-A1-B and Class 1-A1-C Certificates,
in that order, and (y) to the Class 1-AM Certificates, in each case until
the
Certificate Principal Balances thereof are reduced to zero; and
(ii) second,
from the remaining related Principal Distribution Amount, sequentially, to
the
Holders of the Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class
1-M-5,
Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates, in that
order,
in each case until the Certificate Principal Balances thereof have been reduced
to zero.
(e) Except
as
provided in clause (f) below, on each Distribution Date (i) on and after
the
Group 1 Stepdown Date and (ii) on which a Group 1 Trigger Event is not in
effect, the Trustee shall withdraw from the Certificate Account an amount
equal
to the related Principal Distribution Amount and distribute to the Holders
of
the Class 1-A, Class 1-M and Class 1-B Certificates, distributions in respect
of
principal to the extent of the related Principal Distribution Amount remaining
for such Distribution Date:
118
(i) first,
concurrently on a pro rata basis, based on the aggregate Certificate Principal
Balances thereof (x) sequentially, to the Class 1-A1-A, Class 1-A1-B and
Class
1-A1-C Certificates, in that order, and (y) to the Class 1-AM Certificates,
the
Class 1-A Principal Distribution Amount, in each case until the Certificate
Principal Balances thereof are reduced to zero; and
(ii) second,
sequentially, to the Holders of the Class 1-M-1, Class 1-M-2, Class 1-M-3,
Class
1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B
Certificates, in that order, the related Group 1 Subordinate Class Principal
Distribution Amount, in each case until the Certificate Principal Balances
thereof have been reduced to zero.
(f) Notwithstanding
the foregoing, on any Distribution Date on which the aggregate Certificate
Principal Balance of the Class 1-M Certificates and Class 1-B Certificates
and
the related Overcollateralized Amount have been reduced to zero, the related
Principal Distribution Amount will be paid to the Class 1-A Certificates
on a
pro rata basis, based on the Certificate Principal Balances thereof, until
reduced to zero.
(g) Notwithstanding
the foregoing, to the extent any Net Swap Payment or Swap Termination Payment
with respect to the Group 1 Interest Rate Swap Agreement is payable from
principal collections from Loan Group 1, Principal Distribution Amounts with
respect to Loan Group 1 will be deemed paid to the most subordinate class
of
related Certificates (other than the Class R Certificates and Class 1-P
Certificates), until the Certificate Principal Balance thereof has been reduced
to zero.
(h) Except
as
provided in clause (j) below, on each Distribution Date (i) prior to the
Group 2
Stepdown Date or (ii) on or after the Group 2 Stepdown Date if a Group 2
Trigger
Event is in effect, the Trustee shall withdraw from the Certificate Account
an
amount equal to the related Principal Distribution Amount and distribute
to the
Holders of the Class 2-A Certificates, distributions in respect of principal
to
the extent of the related Principal Distribution Amount remaining for such
Distribution Date:
(i) first,
to
the Holders of the Class 2-A Certificates, the Principal Distribution Amount,
until the Certificate Principal Balances thereof have been reduced to zero;
and
(ii) second,
to the Certificate Insurer, any amounts owed to the Certificate Insurer under
the Insurance Agreement, the Certificate Guaranty Insurance Policy or the
Agreement.
(i) Except
as
provided in clause (j) below, on each Distribution Date (i) on and after
the
Group 2 Stepdown Date and (ii) on which a Group 2 Trigger Event is not in
effect, the Trustee shall withdraw from the Certificate Account an amount
equal
to the related Principal Distribution Amount and distribute to the Holders
of
the Class 2-A Certificates, distributions in respect of principal to the
extent
of the related Principal Distribution Amount remaining for such Distribution
Date:
119
(i) to
the
Holders of the Class 2-A Certificates, the Class 2-A Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero; and
(ii) to
the
Certificate Insurer, any amounts owed to the Certificate Insurer under the
Insurance Agreement, the Certificate Guaranty Insurance Policy or the
Agreement.
(j) Notwithstanding
the foregoing, on any Distribution Date on which the related Overcollateralized
Amount has been reduced to zero, the related Principal Distribution Amount
will
be paid to the Class 2-A Certificates until reduced to zero.
(k) Notwithstanding
the foregoing, to the extent any Net Swap Payment or Swap Termination Payment
with respect to the Group 2 Interest Rate Swap Agreement is payable from
principal collections from Loan Group 2, Principal Distribution Amounts with
respect to Loan Group 2 will be deemed paid to the most subordinate class
of
related certificates (other than the Class R Certificates and Class 2-P
Certificates), until the Certificate Principal Balance thereof has been reduced
to zero.
(l) On
each
Distribution Date the Net Monthly Excess Cashflow related to Loan Group 1
shall
be distributed in the following order of priority:
(i) from
the
portion of such Net Monthly Excess Cashflow otherwise distributable to the
Class
1-C Certificates, to the Holders of the Class 1-A, Class 1-M and Class 1-B
Certificates then entitled to receive distributions in respect of principal,
in
an amount equal to any related Extra Principal Distribution Amount, payable
to
such Holders as part of the related Principal Distribution Amount as described
under Sections 4.01(d), (e) and (f) above, as applicable;
(ii) to
the
Holders of the Class 1-A Certificates, pro rata, based on entitlement, in
an
amount equal to any Allocated Realized Loss Amount for each such
class;
(iii) sequentially,
to the Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class
1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates, in that order,
in
each case in an amount equal to the sum of the Unpaid Interest Shortfall
Amount
and the Allocated Realized Loss Amount (such amount to be applied first to
cover
the Unpaid Interest Shortfall Amount for such Class and second to cover the
Allocated Realized Loss Amount for such class) for each such Class;
(iv) to
the
Certificate Insurer, in an amount equal to (i) any amounts reimbursable to
the
Certificate Insurer for Insured Payments made pursuant to the Insurance
Agreement and (ii) any unpaid Policy Premium, in each case, to the extent
not
covered by the Net Monthly Excess Cashflow relating to Loan Group 2 on that
Distribution Date;
(v) to
the
Class 2-A Certificates, any Cross-Collateralized Loss Payments;
(vi) from
the
portion of such Net Monthly Excess Cashflow otherwise distributable to the
Class
1-C Certificates, to the Group 1 Net WAC Shortfall Reserve Fund, (i) first,
to
pay the Class 1-A, Class 1-M and Class 1-B Certificates, on a pro rata basis,
based on the Certificate Principal Balances thereof, to the extent needed
to pay
any remaining related Net WAC Shortfall Amount for each such Class and to
the
extent such amount exceeds the amounts then on deposit in the Group 1 Net
WAC
Shortfall Reserve Fund; provided that any related Net Monthly Excess Cashflow
remaining after such allocation to pay any such Net WAC Shortfall Amount
based
on the Certificate Principal Balances of the Class 1-A, Class 1-M and Class
1-B
Certificates will be distributed to each such Class of Certificates with
respect
to which there remains any unpaid Net WAC Shortfall Amount (after the
distribution based on Certificate Principal Balances), pro rata, based on
the
amount of such unpaid Net WAC Shortfall Amount to the extent such amount
exceeds
the amounts then on deposit in the Net WAC Shortfall Reserve Fund, and (ii)
second, to maintain a balance in the Group 1 Net WAC Shortfall Reserve Fund
equal to the Group 1 Net WAC Shortfall Reserve Fund Deposit;
120
(vii) to
the
Holders of the Class 2-A Certificates, in respect of the Allocated Realized
Loss
Amounts to the extent not covered by any related Net Monthly Excess Cashflow
for
such Class;
(viii) to
the
Group 1 Supplemental Interest Trust for payment to the Group 1 Swap Provider
any
Swap Termination Payments with respect to the Group 1 Interest Rate Swap
Agreement owed to the Group 1 Swap Provider due to a related Swap Provider
Trigger Event not previously paid;
(ix) to
the
Certificate Insurer, in an amount equal to any amounts owed the Certificate
Insurer under the Insurance Agreement to the extent not covered by the Net
Monthly Excess Cashflow relating to Loan Group 2 on that Distribution
Date;
(x) to
the
Holders of the Class 1-C Certificates, an amount equal to the Class 1-C
Distribution Amount reduced by amounts distributed in clauses (i) and (vi)
above; and
(ix) to
the
Class R Certificates, any remaining amounts.
(m) On
each
Distribution Date the Net Monthly Excess Cashflow related to Loan Group 2
shall
be distributed in the following order of priority:
(i) to
the
Certificate Insurer, any amounts owed to the Certificate Insurer under the
Insurance Agreement, the Certificate Guaranty Insurance Policy or this
Agreement;
(ii) from
the
portion of such Net Monthly Excess Cashflow otherwise distributable to the
Class
2-C Certificates, to the Holders of the Class 2-A Certificates then entitled
to
receive distributions in respect of principal, in an amount equal to any
related
Extra Principal Distribution Amount, payable to such Holders as part of the
related Principal Distribution Amount as described under Sections 4.01(h),
(i)
and (j) above, as applicable;
(iii) to
the
Holders of the Class 2-A Certificates, an amount equal to any Allocated Realized
Loss Amount;
(iv) first,
to
the Holders of the Class 1-A Certificates, on a pro rata basis, and second,
sequentially, to the Holders of the Class 1-M-1, Class 1-M-2, Class 1-M-3,
Class
1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B
Certificates, in that order, any Cross-Collateralized Loss
Payments;
121
(v) from
the
portion of such Net Monthly Excess Cashflow otherwise distributable to the
Class
2-C Certificates, to the Group 2 Net WAC Shortfall Reserve Fund, (i) first,
to
pay the Class 2-A Certificates to the extent needed to pay any remaining
related
Net WAC Shortfall Amount and to the extent such amount exceeds the amounts
then
on deposit in the Group 2 Net WAC Shortfall Reserve Fund, and (ii) second,
to
maintain a balance in the Group 2 Net WAC Shortfall Reserve Fund equal to
the
Group 2 Net WAC Shortfall Reserve Fund Deposit;
(vi) first,
to
the Holders of the Class 1-A Certificates, on a pro rata basis, based on
entitlement, and second, sequentially, to the Holders of the Class 1-M-1,
Class
1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class
1-M-8 and Class 1-B Certificates, in that order, in each case, in respect
of the
Allocated Realized Loss Amounts to the extent not covered by any related
Net
Monthly Excess Cashflow for each such Class;
(vii) to
the
Group 2 Supplemental Interest Trust for payment to the Group 2 Swap Provider
any
Swap Termination Payments with respect to the Group 2 Interest Rate Swap
Agreement owed to the Group 2 Swap Provider due to a related Swap Provider
Trigger Event not previously paid;
(viii) to
the
Holders of the Class 2-C Certificates, an amount equal to the Class 2-C
Distribution Amount reduced by amounts distributed in clauses (ii) and (v)
above; and
(ix) to
the
Class R Certificates, any remaining amounts.
(n) On
or
before each Distribution Date, the Trustee shall distribute from (i) the
amounts
received from the Group 1 Swap Provider pursuant to the Group 1 Interest
Rate
Swap Agreement in respect of any related Net Swap Payment and (ii) amounts
received from the related Cap Counterparties pursuant to the Group 1 Cap
Contracts, then on deposit in the Group 1 Derivative Account held by the
Group 1
Supplemental Interest Trust to the Class 1-A, Class 1-M and Class 1-B
Certificates in the following order of priority:
(i) concurrently,
to the Holders of the Class 1-A Certificates, pro rata, based on entitlement,
in
an amount equal to any Unpaid Interest Shortfall Amount for such Class or
Classes, in each case, to the extent not covered by the related Interest
Remittance Amount and related Net Monthly Excess Cashflow on that Distribution
Date and solely to the extent the Unpaid Interest Shortfall Amount is as
a
result of the interest portion of Realized Losses;
(ii) sequentially,
to the Holders of the Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4,
Class
1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates,
in that
order, in an amount equal to any Unpaid Interest Shortfall Amount for such
Class
or Classes, in each case, to the extent not covered by the related Interest
Remittance Amount and related Net Monthly Excess Cashflow on that Distribution
Date and solely to the extent the Unpaid Interest Shortfall Amount is as
a
result of the interest portion of Realized Losses;
122
(iii) to
the
Holders of the Class 1-A, Class 1-M and Class 1-B Certificates, in an amount
equal to any related Extra Principal Distribution Amount, in each case, to
the
extent not covered by any related or unrelated Net Monthly Excess Cashflow
on
that Distribution Date and solely to the extent the payment of the related
Extra
Principal Distribution Amount is as a result of current or prior period Realized
Losses, to be included in the related Principal Distribution Amount for that
Distribution Date and payable to such Holders as part of the related Principal
Distribution Amount as described under Sections 4.01(d), (e) and (f) above,
as
applicable;
(iv) to
the
Group 1 Net WAC Shortfall Reserve Fund, (i) first, to pay related Net WAC
Shortfall Amounts on the Class 1-A, Class 1-M and Class 1-B Certificates,
on a
pro rata basis, based on the aggregate amount of Net WAC Shortfall Amounts
for
such Classes of Certificates remaining unpaid, in each case, to the extent
not
covered by the related Net Monthly Excess Cashflow on that Distribution Date,
and
(ii)
second, to maintain a balance in the Group 1 Net WAC Shortfall Reserve Fund
equal to the Group 1 Net WAC Shortfall Reserve Fund Deposit;
(v) to
the
Holders of the Class 1-A Certificates, pro rata, in an amount equal to any
Allocated Realized Loss Amount for such Class or Classes, in each case, to
the
extent not covered by any related or unrelated Net Monthly Excess Cashflow
on
that Distribution Date; and
(vi) sequentially,
to the Holders of the Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4,
Class
1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates,
in that
order, in an amount equal to any Allocated Realized Loss Amount for such
Class
or Classes, in each case, to the extent not covered by any related or unrelated
Net Monthly Excess Cashflow on that Distribution Date.
(o) On
or
before each Distribution Date, the Trustee shall distribute from (i) the
amounts
received from the Group 2 Swap Provider pursuant to the Group 2 Interest
Rate
Swap Agreement in respect of any related Net Swap Payment and (ii) amounts
received from the related Cap Counterparties pursuant to the Group 2 Cap
Contracts, then on deposit in the Group 2 Derivative Account held by the
Group 2
Supplemental Interest Trust to the Class 2-A Certificates in the following
order
of priority:
(i) to
the
Holders of the Class 2-A Certificates, in an amount equal to any Unpaid Interest
Shortfall Amount for such Class, to the extent not covered by the related
Interest Remittance Amount and related Net Monthly Excess Cashflow on that
Distribution Date and solely to the extent the Unpaid Interest Shortfall
Amount
is as a result of the interest portion of Realized Losses;
(ii) to
the
Holders of the Class 2-A Certificates, an amount equal to any related Extra
Principal Distribution Amount, to the extent not covered by any related and
unrelated Net Monthly Excess Cashflow on that Distribution Date and solely
to
the extent the payment of the related Extra Principal Distribution Amount
is as
a result of current or prior period Realized Losses, to be included in the
related Principal Distribution Amount for that Distribution Date and payable
to
such Holders as part of the related Principal Distribution Amount as described
under Sections 4.01(h), (i) and (j) above, as applicable;
123
(iii) to
the
Group 2 Net WAC Shortfall Reserve Fund, (i) first, to pay related Net WAC
Shortfall Amounts remaining unpaid on the Class 2-A Certificates to the extent
not covered by the related Net Monthly Excess Cashflow on that Distribution
Date, and (ii) second, to maintain a balance in the Group 2 Net WAC Shortfall
Reserve Fund equal to the Group 2 Net WAC Shortfall Reserve Fund Deposit;
and
(iv) to
the
Holders of the Class 2-A Certificates, in an amount equal to any Allocated
Realized Loss Amount for such Class, to the extent not covered by any related
and unrelated Net Monthly Excess Cashflow on that Distribution
Date.
(p) On
each
Distribution Date, all amounts representing Prepayment Charges in respect
of the
Mortgage Loans received during the related Prepayment Period and identified
on
the Mortgage Loan Schedule attached as Exhibit H as belonging to the related
Class P Certificateholder and any Master Servicer Prepayment Charge Amounts
paid
by the Master Servicer during the related Prepayment Period will be withdrawn
from the Certificate Account and distributed by the Trustee to the Holders
of
the Class 1-P Certificates with respect to the Group 1 Loans and Class 2-P
Certificates with respect to the Group 2 Loans and shall not be available
for
distribution to the Holders of any other Class of Certificates. The payment
of
the foregoing amounts to the Holders of the Class P Certificates shall not
reduce the Certificate Principal Balances thereof. On the Distribution Date
immediately following the expiration of the latest Prepayment Charge as
identified on the related Mortgage Loan Schedule attached as Exhibit H as
belonging to the related Class P Certificateholder or any Distribution Date
thereafter, the Available Funds with respect to each Loan Group remaining
after
payment of principal to the related Class A Certificates and Subordinate
Certificates will be paid to the related Class P Certificates in reduction
of
the related Certificate Principal Balance, until reduced to zero.
(q) Each
distribution with respect to a Book-Entry Certificate shall be paid to the
Depository, as Holder thereof, and the Depository shall be responsible for
crediting the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the
Certificate Owners that it represents and to each indirect participating
brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
it acts as agent. Each brokerage firm shall be responsible for disbursing
funds
to the Certificate Owners that it represents. None of the Trustee, the Depositor
or the Master Servicer shall have any responsibility therefor except as
otherwise provided by this Agreement or applicable law.
(r) The
Trustee, upon written direction of the Master Servicer, shall invest or cause
the institution maintaining the Certificate Account to invest the funds in
the
Certificate Account in Permitted Investments designated in the name of the
Trustee for the benefit of the Certificateholders, which shall mature not
later
than the Distribution Date next following the date of such investment and
shall
not be sold or disposed of prior to maturity. All income and gain realized
from
any such investment shall be for the benefit of the Master Servicer and shall
be
subject to its withdrawal or order from time to time. The amount of any losses
incurred in respect of any such investments shall be deposited in the
Certificate Account by the Master Servicer out of its own funds immediately
as
realized without any right of reimbursement.
124
(s) Except
as
otherwise provided in Section 9.01, if the Master Servicer anticipates that
a
final distribution with respect to any Class of Certificates will be made
on the
next Distribution Date, the Master Servicer shall, no later than the 15th
day of
the month in the month of such final distribution (or if such 15th day is
not a
Business Day, the Business Day immediately preceding such 15th day), notify
the
Trustee and the Trustee shall, no later than two (2) Business Days after
such
date, mail on such date to each Holder of such Class of Certificates a notice
to
the effect that: (i) the Trustee anticipates that the final distribution
with
respect to such Class of Certificates will be made on such Distribution Date
but
only upon presentation and surrender of such Certificates at the office of
the
Trustee or as otherwise specified therein, and (ii) no interest shall accrue
on
such Certificates from and after the end of the prior calendar
month.
Any
funds
not distributed to any Holder or Holders of Certificates of such Class on
such
Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held in trust and
credited to the account of the appropriate non-tendering Holder or Holders.
If
any Certificates as to which notice has been given pursuant to this Section
4.01(r) shall not have been surrendered for cancellation within six months
after
the time specified in such notice, the Trustee shall mail a second notice
to the
remaining non-tendering Certificateholders to surrender their Certificates
for
cancellation in order to receive the final distribution with respect thereto.
If
within six months after the second notice all such Certificates shall not
have
been surrendered for cancellation, the Trustee shall take reasonable steps
as
directed by the Depositor, or appoint an agent to take reasonable steps,
to
contact the remaining non-tendering Certificateholders concerning surrender
of
their Certificates. The costs and expenses of maintaining the funds in trust
and
of contacting such Certificateholders shall be paid out of the assets remaining
in the Trust Fund. If within nine months after the second notice any such
Certificates shall not have been surrendered for cancellation, the Class
R
Certificateholders shall be entitled to all unclaimed funds and other assets
which remain subject hereto. No interest shall accrue or be payable to any
Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(r).
Section
4.02. Statements
to Certificateholders.
(a) On
each
Distribution Date, based, as applicable, on information provided to it by
the
Master Servicer, the Trustee shall prepare and make available on the Trustee’s
website, which shall initially be located at “xxxxx://xxx.xxx.xx.xxx/xxxx”
(assistance in using the website can be obtained by calling the Trustee’s
customer service desk at (000) 000-0000), to each Holder of the Regular
Certificates, the Certificate Insurer, the Swap Provider, the Master Servicer
and the Rating Agencies, a statement as to the distributions made on such
Distribution Date setting forth, with respect to each Loan Group:
(i) the
applicable record dates, accrual periods, determination dates for calculating
distributions and general distributions dates;
(ii) the
total
cash flows received and the general sources thereof;
125
(iii) the
amount of any Net Swap Payment and any amount from the Cap Contracts payable
to
the related Supplemental Interest Trust, any Net Swap Payment payable to
the
related Swap Provider, any Swap Termination Payment payable to the related
Supplemental Interest Trust and any Swap Termination Payment payable to the
related Swap Provider;
(iv)
(A) the
amount of the distribution made on such Distribution Date to the Holders
of each
Class of Regular Certificates, separately identified, allocable to principal
and
(B) the amount of the distribution made on such Distribution Date to the
Holders
of the Class P Certificates allocable to Prepayment Charges and Master Servicer
Prepayment Charge Payment Amounts;
(v) the
amount of the distribution made on such Distribution Date to the Holders
of each
Class of Regular Certificates (other than the Class P Certificates) allocable
to
interest, separately identified;
(vi) the
Pass-Through Rate on each Class of Regular Certificates (other than the Class
P
Certificates) for such Distribution Date;
(vii) the
aggregate amount of Advances for such Distribution Date (including the general
purpose of such Advances), the aggregate amount of unreimbursed Advances
at the
close of business on the Distribution Date, and the general source of funds
for
reimbursements;
(viii) the
number and Aggregate Stated Principal Balance of the Mortgage Loans as of
the
end of the related Due Period;
(ix) the
related Overcollateralization Release Amount and the related
Overcollateralization Deficiency Amount for such Distribution Date;
(x) the
aggregate Certificate Principal Balance of each Class of Regular Certificates
after giving effect to the amounts distributed on such Distribution Date
(in the
case of each Class of the Offered Certificates, separately identifying any
reduction thereof due to the allocation of Realized Losses
thereto);
(xi) the
number and Stated Principal Balance of Mortgage Loans in respect of which
(a)
one Scheduled Payment is delinquent, (b) two Scheduled Payments are delinquent,
(c) three or more Scheduled Payments are delinquent and (d) foreclosure
proceedings have been commenced, in each case as of the end of the calendar
month prior to such Distribution Date;
(xii) the
number, aggregate principal balance and book value of any REO Properties
as of
the close of business on the last day of the calendar month preceding the
month
in which such Distribution Date occurs;
(xiii) the
weighted average remaining term to maturity, weighted average Mortgage Rate
and
weighted average Net Mortgage Rate of the Mortgage Loans as of the close
of
business on the first day of the calendar month in which such Distribution
Date
occurs;
(xiv) the
aggregate amount of Principal Prepayments made during the related Prepayment
Period;
126
(xv) the
aggregate amount of Realized Losses incurred during the related Prepayment
Period and the cumulative amount of Realized Losses;
(xvi) if
applicable, material modifications, extensions or waivers to Mortgage Loan
terms, fees, penalties or payments during the preceding calendar month or
that
have become material over time;
(xvii) the
aggregate amount of extraordinary Trust Fund expenses withdrawn from the
Custodial Account or the Certificate Account for such Distribution
Date;
(xviii) the
aggregate amount of any Prepayment Interest Shortfalls for such Distribution
Date, to the extent not covered by payments by the Master Servicer or a
Sub-Servicer pursuant to Section 3.23, and the aggregate amount of Relief
Act
Interest Shortfalls for such Distribution Date;
(xix) the
Monthly Interest Distributable Amount in respect of each Class of the Offered
Certificates for such Distribution Date and the Unpaid Interest Shortfall
Amount, if any, with respect to each Class of Offered Certificates for such
Distribution Date;
(xx) (A)
the
related Overcollateralization Target Amount, (B) the related Overcollateralized
Amount and (C) the amount, if any, by which the related Overcollateralization
Target Amount exceeds the related Overcollateralized Amount, in each case
after
giving effect to the distribution made on the Regular Certificates on such
Distribution Date;
(xxi) the
aggregate amount of servicing compensation received by the Master Servicer
with
respect to the related Due Period and such other customary information as
the
Trustee deems necessary or desirable, or which a Certificateholder reasonably
requests, to enable Certificateholders to prepare their tax
returns;
(xxii) the
aggregate of any deposits to and withdrawals from the Net WAC Shortfall Reserve
Fund for such Distribution Date and the remaining amount on deposit in the
Net
WAC Shortfall Reserve Fund after such deposits and withdrawals;
(xxiii) the
Available Distribution Amount for such Distribution Date;
(xxiv) the
Insured Amount, if any, paid by the Certificate Insurer under the Certificate
Guaranty Insurance Policy for such Distribution Date and the aggregate Insured
Amounts for all prior Distribution Dates paid by the Certificate Insurer
under
the Certificate Guaranty Insurance Policy and not yet reimbursed;
(xxv) updated
pool composition data including the following with respect to each Loan Group:
average loan balance, weighted average mortgage rate, weighted average
loan-to-value ratio at origination, weighted average FICO at origination,
and
weighted average remaining term;
(xxvi) information
about any additions of, substitutions for or removal of any Mortgage Loans
from
the Trust Fund, and any changes in the underwriting, acquisition or selection
criteria as to any Mortgage Loans added to the Trust Fund; and
127
(xxvii) the
amount of any Net Swap Payment payable to the Supplemental Interest Trust
made
pursuant to Section 4.01(g) and (k), any Net Swap Payment payable to the
Swap
Provider pursuant to Section 4.01(g) and (k), any Swap Termination Payment
payable to the Supplemental Interest Trust made pursuant to Section 4.01(l)
and
(m) and any Swap Termination Payment to the Swap Provider made pursuant to
Section 4.01(l) and (m).
In
the
case of information furnished pursuant to subclauses (i) and (ii) above,
the
amounts shall also be expressed as a dollar amount per Single
Certificate.
On
each
Distribution Date the Trustee shall provide Bloomberg Financial Markets,
L.P.
(“Bloomberg”) CUSIP level factors for each Class of Certificates as of such
Distribution Date, using a format and media mutually acceptable to the Trustee
and Bloomberg.
Within
a
reasonable period of time after the end of each calendar year, the Trustee
shall
prepare and forward, to each Person who at any time during the calendar year
was
a Holder of a Certificate, a statement containing the information set forth
in
subclauses (i) and (ii) above, 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 and regulations thereunder as from
time
to time are in force.
On
each
Distribution Date the Trustee shall prepare and make available on the Trustee’s
website (or deliver at the recipient's option), to each Holder of a Class
R
Certificate a copy of the reports forwarded to the other Certificateholders
on
such Distribution Date.
Within
a
reasonable period of time after the end of each calendar year, the Trustee
shall
prepare and forward, to each Person who at any time during the calendar year
was
a Holder of a Class R Certificate a statement containing the information
provided pursuant to the previous paragraph 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 are
in
force.
The
location of the Trustee’s website and the procedures used therein are subject to
change from time to time at the Trustee’s discretion. The Trustee shall have the
right to change the way monthly distribution statement are distributed in
order
to make such distribution more convenient and/or more accessible to the above
parties. The Trustee shall be entitled to conclusively rely on but shall
not be
responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the monthly statement, and may affix thereto
any disclaimer it deems appropriate in its reasonable discretion (without
suggesting liability on the part of any other party hereto). As a condition
to
access the Trustee’s website, the Trustee may require registration and the
acceptance of a disclaimer. Notwithstanding anything to the contrary set
forth
in this Agreement, the parties hereto acknowledge that in connection with
the
Trustee’s preparation of the foregoing reports, the Trustee will rely solely
upon the information provided to it in the Remittance Reports.
128
Section
4.03. Remittance
Reports; Advances by the Master Servicer.
(a) On
the
19th
calendar
day of the month (but it any event no later than the 21st
calendar
day of the month), the Master Servicer shall deliver to the Trustee a report,
prepared as of the close of business on Business Day preceding such
Determination Date (the “Remittance Report”), in the form of an electromagnetic
tape, disk or such other electronic format agreeable to both parties. The
Remittance Report and any written information supplemental thereto shall
include
such information with respect to the Mortgage Loans that is required by the
Trustee for purposes of making the calculations and preparing the statement
described in Sections 4.01 and 4.02, as set forth in written specifications
or
guidelines issued by the Trustee from time to time. The Trustee shall have
no
obligation to recompute, recalculate or verify any information provided to
it by
the Master Servicer.
(b) The
Master Servicer shall determine the aggregate amount of Advances required
to be
made for the related Distribution Date, which shall be in an aggregate amount
equal to the sum of (1) the aggregate amount of Monthly Payments, other than
Balloon Payments, (with each interest portion thereof adjusted to the Mortgage
Rate less the sum of the Master Servicing Fee Rate, the Sub-Servicing Fee
Rate
and any applicable PMI Insurer Fee Rate, and less the amount of any reductions
in the amount of interest collectable from the Mortgagor pursuant to the
Relief
Act, on the Outstanding Mortgage Loans as of the related Due Date, which
Monthly
Payments were delinquent as of the close of business as of the related
Determination Date) plus (2) with respect to each Balloon Loan delinquent
in
respect of its Balloon Payment as of the close of business on the related
Determination Date, an amount equal to the assumed Monthly Payment (net of
the
related Master Servicing Fees and Sub-Servicing Fees) that would have been
due
on the related Due Date based on the original principal amortization scheduled
for such Balloon Loan until such Balloon Loan is finally liquidated; provided
that no Advance shall be made if it would be a Nonrecoverable Advance. On
or
before 4:00 P.M. New York time on each Certificate Account Deposit Date,
the
Master Servicer shall either (i) deposit in the Certificate Account from
its own
funds, or funds received therefor from the Sub-Servicers, an amount equal
to the
Advances to be made by the Master Servicer or any Sub-Servicers in respect
of
the related Distribution Date, (ii) withdraw from amounts on deposit in the
Custodial Account and deposit in the Certificate Account all or a portion
of the
amounts held for future distribution in discharge of any such Advance, or
(iii)
make advances in the form of any combination of (i) and (ii) aggregating
the
amount of such Advance. Any portion of the amounts held for future distribution
so used shall be replaced by the Master Servicer (to the extent not previously
replaced by late collections of Monthly Payments in respect of which such
Advance was made) by deposit in the Certificate Account on or before 1:00
P.M.
New York time on any future Certificate Account Deposit Date to the extent
that
funds attributable to the Mortgage Loans that are available in the Custodial
Account for deposit in the Certificate Account on such Certificate Account
Deposit Date shall be less than payments to Certificateholders required to
be
made on the following Distribution Date. The amount of any reimbursement
pursuant to Section 3.11 in respect of outstanding Advances on any Distribution
Date shall be allocated to specific Monthly Payments due but delinquent for
previous Due Periods, which allocation shall be made, to the extent practicable,
to Monthly Payments which have been delinquent for the longest period of
time.
Such allocations shall be conclusive for purposes of reimbursement to the
Master
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.11.
The
determination by the Master Servicer that it has made a Nonrecoverable Advance
or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a Servicing Officer delivered
to
the Sponsor, the Certificate Insurer and the Trustee with the Remittance
Report.
The Trustee shall deposit all funds it receives pursuant to this Section
4.03
into the Certificate Account.
129
(c) In
the
event that the Master Servicer determines as of any Certificate Account Deposit
Date that it will be unable to deposit in the Certificate Account an amount
equal to the Advance required to be made for the immediately succeeding
Distribution Date in the amount determined by the Master Servicer pursuant
to
paragraph (b) above, it shall give notice to the Trustee of its inability
to
Advance (such notice may be given by telecopy), not later than 4:00 P.M.,
New
York time, on such date, specifying the portion of such amount that it will
be
unable to deposit. Not later than 4:00 P.M., New York time, on the earlier
of
(x) two Business Days following such Certificate Account Deposit Date or
(y) the
Business Day preceding the related Distribution Date, unless by such time
the
Master Servicer shall have directly or indirectly deposited in the Certificate
Account the entire amount of the Advances required to be made for the related
Distribution Date, pursuant to Section 7.01, the Trustee shall (a) terminate
all
of the rights and obligations of the Master Servicer under this Agreement
in
accordance with Section 7.01 and (b) assume the rights and obligations of
the
Master Servicer hereunder, including the obligation to deposit in the
Certificate Account an amount equal to the Advance for the immediately
succeeding Distribution Date.
The
Master Servicer and Sub-Servicer shall in all cases have a right prior to
the
Certificateholders to any particular funds on deposit in the Custodial Account
from time to time for the reimbursement or payment of its Master Servicing
Fee
or Sub-Servicing Fee, Advances, Servicing Advances and any amounts reimbursable
thereto in accordance with Section 3.11 of this Agreement, but only if and
to
the extent such amounts are to be reimbursed or paid from such particular
funds
on deposit in the Custodial Account pursuant to the express terms of this
Agreement.
Section
4.04. Distributions
on the REMIC Regular Interests.
(a) On
each
Distribution Date, the Trustee shall cause the following amounts with respect
to
Loan Group 1, in the following order of priority, to be distributed by REMIC
1
to REMIC 3 on account of the REMIC 1 Regular Interests or withdrawn from
the
Certificate Account and distributed to the Holders of the Class R Certificates
(in respect of the Class R-1 Interest), as the case may be:
(i) from
the
Available Distribution Amount with respect to Loan Group 1 for such Distribution
Date, determined without regard to clause (ii)(B) of the definition of Available
Distribution Amount, to holders of the REMIC 1 Regular Interests, pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC 1
Regular
Interests for such Distribution Date, plus (B) any amounts payable in respect
thereof remaining unpaid from previous Distribution Dates;
(ii) to
the
extent of the Available Distribution Amount with respect to Loan Group 1
for
such Distribution Date, determined without regard to clause (ii)(B) of the
definition thereof, remaining after the distribution made pursuant to clause
(i)
above, first, to the holders of REMIC 1 Regular Interest OC, until the
Uncertificated Principal Balance thereof is reduced to zero, and second,
to
holders of REMIC 1 Regular Interests 1-1-A through 1-84-B, starting with
the
lowest numerical denomination, until the Uncertificated Principal Balance
of
each such REMIC 1 Regular Interest is reduced to zero, provided that, for
REMIC
1 Regular Interests with the same numerical denomination, such payments of
principal shall be allocated pro
rata
between
such REMIC 1 Regular Interests;
130
(iii) to
holders of REMIC 1 Regular Interest P, (A) all amounts representing Prepayment
Charges in respect of the Group 1 Loans received during the related Prepayment
Period, and (B) on the Distribution Date immediately following the expiration
of
the latest Prepayment Charge as identified on the related Prepayment Charge
schedule or any Distribution Date thereafter, any remaining Available
Distribution Amount with respect to Loan Group 1, until an amount equal to
the
initial Uncertificated Principal Balance of such REMIC 1 Regular Interest
has
been distributed pursuant to this clause; and
(iv) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-1 Interest).
(b) On
each
Distribution Date, the Trustee shall cause the following amounts with respect
to
Loan Group 2, in the following order of priority, to be distributed by REMIC
2
to REMIC 3 on account of the REMIC 2 Regular Interests or withdrawn from
the
Certificate Account and distributed to the Holders of the Class R Certificates
(in respect of the Class R-2 Interest), as the case may be:
(i) from
the
Available Distribution Amount with respect to Loan Group 2 for such Distribution
Date, determined without regard to clause (ii)(B) of the definition thereof,
to
holders of REMIC 2 Regular Interests, pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC 2
Regular
Interests for such Distribution Date, plus (B) any amounts payable in respect
thereof remaining unpaid from previous Distribution Dates;
(ii) to
the
extent of the Available Distribution Amount with respect to Loan Group 2
for
such Distribution Date, determined without regard to clause (ii)(B) of the
definition of Available Distribution Amount, remaining after the distribution
made pursuant to clause (i) above, first, to the holders of REMIC 2 Regular
Interest OC, until the Uncertificated Principal Balance thereof is reduced
to
zero, and second, to holders of REMIC 2 Regular Interests 1-1-A through 1-117-B,
starting with the lowest numerical denomination, until the Uncertificated
Principal Balance of each such REMIC 2 Regular Interest is reduced to zero,
provided that, for REMIC 2 Regular Interests with the same numerical
denomination, such payments of principal shall be allocated pro
rata
between
such REMIC 2 Regular Interests;
(iii) to
holders of REMIC 2 Regular Interest P, (A) all amounts representing Prepayment
Charges in respect of the Group 2 Loans received during the related Prepayment
Period, and (B) on the Distribution Date immediately following the expiration
of
the latest Prepayment Charge as identified on the related Prepayment Charge
schedule or any Distribution Date thereafter, any remaining Available
Distribution Amount with respect to Loan Group 2, until an amount equal to
the
initial Uncertificated Principal Balance of such REMIC 2 Regular Interest
has
been distributed pursuant to this clause; and
131
(iv) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-2 Interest).
(c) (1) On
each
Distribution Date, the following amounts with respect to Loan Group 1, in
the
following order of priority, shall be distributed by REMIC 3 to REMIC 4 on
account of the REMIC 3 Group 1 Regular Interests or withdrawn from the
Certificate Account and distributed to the Holders of the Class R Certificates
(in respect of the Class R-3 Interest), as the case may be:
(i) from
the
Available Distribution Amount with respect to Loan Group 1 for such Distribution
Date, determined without regard to clause (ii)(B) of the definition of Available
Distribution Amount, to holders of REMIC 3 Regular Interest 1-IO, in an amount
equal to (A) the Uncertificated Accrued Interest for such REMIC 3 Regular
Interest for such Distribution Date, plus (B) any amounts in respect thereof
remaining unpaid from previous Distribution Dates;
(ii) to
the
extent of the Available Distribution Amount with respect to Loan Group 1
for
such Distribution Date, determined without regard to clause (ii)(B) of the
definition of Available Distribution Amount, remaining after the distribution
pursuant to clause (i), to holders of each REMIC 3 Group 1 Regular Interest
(other than REMIC 3 Regular Interest 1-IO), pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC 3
Regular
Interest for such Distribution Date, plus (B) any amounts in respect thereof
remaining unpaid from previous Distribution Dates. Amounts payable as
Uncertificated Accrued Interest in respect of REMIC 3 Regular Interest 1-ZZ
and
REMIC 3 Regular Interest 1-P shall be reduced when the REMIC 3 Group 1
Overcollateralized Amount is less than the REMIC 3 Group 1 Overcollateralization
Target Amount, by the lesser of (x) the amount of such difference and (y)
the
Group 1 Maximum Uncertificated Accrued Interest Deferral Amount, and such
amount
will be payable to holders of each REMIC 3 Group 1 Regular Interest for which
a
Class 1-A, Class 1-B or Class 1-M Certificate is the Corresponding Certificate
in the same proportion as the Extra Principal Distribution Amount with respect
to Loan Group 1 is allocated to the Corresponding Certificates for each such
REMIC 3 Group 1 Regular Interest, and the Uncertificated Principal Balance
of
REMIC 3 Regular Interest 1-ZZ shall be increased by such amount;
(iii) to
the
extent of the Available Distribution Amount with respect to Loan Group 1
for
such Distribution Date, determined without regard to clause (ii)(B) of the
definition thereof, remaining after the distribution pursuant to clauses
(i) and
(ii), to holders of REMIC 3 Group 1 Regular Interests (other than REMIC 3
Regular Interests 1-IO and 1-P ), allocated as follows:
132
(A) 98.00%
of
such remainder to holders of REMIC 3 Regular Interest 1-AA, until the
Uncertificated Principal Balance of such REMIC 3 Regular Interest is reduced
to
zero; and
(B) 2.00%
of
such remainder, first, to holders of each REMIC 3 Group 1 Regular Interest
for
which a Class 1-A, Class 1-B or Class 1-M Certificate is the Corresponding
Certificate, in an aggregate amount equal to 1% of and in the same proportion
as
principal payments are allocated to the Corresponding Certificates for each
such
REMIC 3 Group 1 Regular Interest, until the Uncertificated Principal Balances
of
such REMIC 3 Group 1 Regular Interests are reduced to zero; and second, to
the
holders of REMIC 3 Regular Interest 1-ZZ, until the Uncertificated Principal
Balance of such REMIC 3 Regular Interest is reduced to zero;
(iv) to
holders of REMIC 3 Regular Interest 1-P, pro
rata, (A)
all
amounts representing Prepayment Charges in respect of the Group 1 Loans
distributed on REMIC 1 Regular Interest P, and (B) on the Distribution Date
immediately following the expiration of the latest Prepayment Charge as
identified on the related Prepayment Charge schedule or any Distribution
Date
thereafter, any remaining Available Distribution Amount with respect to Loan
Group 1 distributed in respect of REMIC 1 Regular Interest P, until an amount
equal to the initial Uncertificated Principal Balance of such REMIC 3 Regular
Interest has been distributed pursuant to this clause; and
(v) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-3 Interest).
(2) On
each
Distribution Date, the following amounts with respect to Loan Group 2, in
the
following order of priority, shall be distributed by REMIC 3 to REMIC 4 on
account of the REMIC 3 Group 2 Regular Interests or withdrawn from the
Certificate Account and distributed to the Holders of the Class R-3 Certificates
(in respect of the Class R-3 Interest), as the case may be:
(i) from
the
Available Distribution Amount with respect to Loan Group 2 for such Distribution
Date, determined without regard to clause (ii)(B) of the definition of Available
Distribution Amount, to holders of REMIC 3 Regular Interest 2-IO, in an amount
equal to (A) the Uncertificated Accrued Interest for such REMIC 3 Regular
Interest for such Distribution Date, plus (B) any amounts in respect thereof
remaining unpaid from previous Distribution Dates;
(ii) to
the
extent of the Available Distribution Amount with respect to Loan Group 2
for
such Distribution Date, determined without regard to clause (ii)(B) of the
definition of Available Distribution Amount, remaining after the distribution
pursuant to clause (i), to holders of each REMIC 3 Group 2 Regular Interest
(other than REMIC 3 Regular Interest 2-IO), pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC 3
Regular
Interest for such Distribution Date, plus (B) any amounts in respect thereof
remaining unpaid from previous Distribution Dates. Amounts payable as
Uncertificated Accrued Interest in respect of REMIC 3 Regular Interests 2-ZZ
and
2-P shall be reduced when the REMIC 3 Group 2 Overcollateralized Amount is
less
than the REMIC 3 Group 2 Overcollateralization Target Amount, by the lesser
of
(x) the amount of such difference and (y) the Group 2 Maximum Uncertificated
Accrued Interest Deferral Amount, and such amount will be payable to holders
of
REMIC 3 Regular Interest 2-A in the same proportion as the Extra Principal
Distribution Amount with respect to Loan Group 2 is allocated to the
Corresponding Certificates for such REMIC 3 Regular Interest, and the
Uncertificated Principal Balance of REMIC 3 Regular Interest 2-ZZ shall be
increased by such amount;
133
(iii) to
the
extent of the Available Distribution Amount with respect to Loan Group 2
for
such Distribution Date, determined without regard to clause (ii)(B) of the
definition of Available Distribution Amount, remaining after the distributions
pursuant to clauses (i) and (ii), to holders of REMIC 3 Group 2 Regular
Interests (other than REMIC 3 Regular Interests 2-IO and 2-P), allocated
as
follows:
(A) 98.00%
of
such remainder to holders of REMIC 3 Regular Interest 2-AA, until the
Uncertificated Principal Balance of such REMIC 3 Regular Interest is reduced
to
zero; and
(B) 2.00%
of
such remainder, first, to holders of REMIC 3 Regular Interest 2-A, in an
aggregate amount equal to 1% of and in the same proportion as principal payments
are allocated to the Corresponding Certificates for such REMIC 3 Regular
Interest, until the Uncertificated Principal Balance of such REMIC 3 Regular
Interest is reduced to zero; and second, to the holders of REMIC 3 Regular
Interest 2-ZZ, until the Uncertificated Principal Balance of such REMIC 3
Regular Interest is reduced to zero;
(iv) to
holders of REMIC 3 Regular Interest 2-P, (A) all amounts representing Prepayment
Charges in respect of the Group 2 Loans distributed on REMIC 2 Regular Interest
2-P, and (B) on the Distribution Date immediately following the expiration
of
the latest Prepayment Charge as identified on the related Prepayment Charge
schedule or any Distribution Date thereafter, any remaining Available
Distribution Amount with respect to Loan Group 2 distributed in respect of
REMIC
2 Regular Interest 2-P, until an amount equal to the initial Uncertificated
Principal Balance of such REMIC 3 Regular Interest has been distributed pursuant
to this clause; and
(v) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-3 Interest).
(d) On
each
Distribution Date, an amount equal to the amounts distributed pursuant to
Sections 4.01(l)(i), (vi) and (x) on such date shall be deemed distributed
from
REMIC 4 to Holders of the Class 1-C Certificates in respect of the Class
1-C
Distribution Amount.
(d) On
each
Distribution Date, an amount equal to the amounts distributed pursuant to
Sections 4.01(m)(ii), (v) and (viii) on such date shall be deemed distributed
from REMIC 4 to Holders of the Class 2-C Certificates in respect of the Class
2-C Distribution Amount.
134
(e) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC 3 Regular
Interest 1-IO shall be deemed distributed by REMIC 4 in respect of the Class
1-IO Interest for deposit into the Group 1 Supplemental Interest
Trust.
(f) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC 3 Regular
Interest 2-IO shall be deemed distributed by REMIC 4 in respect of the Class
2-IO Interest for deposit into the Group 2 Supplemental Interest
Trust.
Section
4.05. Allocation
of Realized Losses.
All
Realized Losses on the Mortgage Loans shall be allocated by the Trustee on
each
Distribution Date as follows: first, to related Net Monthly Excess Cashflow,
through a distribution of the related Extra Principal Distribution Amount
for
that Distribution Date; second, to the unrelated Net Monthly Excess Cashflow;
third, to the related Overcollateralized Amount by a reduction of the
Certificate Principal Balance of the related Class C Certificates, until
the
Certificate Principal Balance thereof has been reduced to zero; fourth, if
such
Realized Loss is on a Group 1 Loan, first, to the Class 1-B Certificates,
until
the Certificate Principal Balance thereof has been reduced to zero; second,
to
the Class 1-M-8 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; third, to the Class 1-M-7 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; fourth, to
the
Class 1-M-6 Certificates, until the Certificate Principal Balance thereof
has
been reduced to zero; fifth, to the Class 1-M-5 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; sixth, to
the
Class 1-M-4 Certificates, until the Certificate Principal Balance thereof
has
been reduced to zero; seventh, to the Class 1-M-3 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; eighth, to
the
Class 1-M-2 Certificates, until the Certificate Principal Balance thereof
has
been reduced to zero; and ninth to the Class 1-M-1 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; thereafter,
any
Realized Losses on the Group 1 Loans will be allocated on any Distribution
Date
to the Class
1-A1-A, Class 1-A1-B, Class 1-A1-C
and
Class 1-AM Certificates, pro rata, based on the Certificate Principal Balances
thereof, in each case in reduction of the Certificate Principal Balances
thereof, until reduced to zero, provided that any such Realized Loss otherwise
allocable to the Class 1-A1-A, Class 1-A1-B and Class 1-A1-C Certificates
shall
be first allocated to the Class 1-AM Certificates, until reduced to zero,
and if
such Realized Loss is on a Group 2 Loan, to the Class 2-A Certificates;
provided, however, that any Realized Loss applied to the Class 2-A Certificates
will be covered by the Certificate Guaranty Insurance Policy.
(a) Any
allocation of Realized Losses to an Offered Certificate on any Distribution
Date
shall be made by reducing the Certificate Principal Balance thereof by the
amount so allocated. Any allocation of Realized Losses to Net Monthly Excess
Cashflow related to Loan Group 1 shall be made by reducing the amount otherwise
payable in respect of the Class 1-C Certificates pursuant to Section 4.01(l)(x),
and any allocation of Realized Losses to Group 1 Overcollateralized Amount
shall
be made by reducing the Certificate Principal Balance of the Class 1-C
Certificates by the amount so allocated. Any allocation of Realized Losses
to
Net Monthly Excess Cashflow related to Loan Group 2 shall be made by reducing
the amount otherwise payable in respect of the Class 2-C Certificates pursuant
to Section 4.01(m)(viii), and any allocation of Realized Losses to Group
2
Overcollateralized Amount shall be made by reducing the Certificate Principal
Balance of the Class 2-C Certificates by the amount so allocated. No allocations
of any Realized Losses shall be made to the Certificate Principal Balance
of the
Class 1-P Certificates and Class 2-P Certificates.
135
(b) All
Realized Losses on the Group 1 Loans shall be allocated on each Distribution
Date, first, to REMIC 1 Regular Interest OC until the Uncertificated Principal
Balance thereof has been reduced to zero, and second, to REMIC 1 Regular
Interest 1-1-A through REMIC 1 Regular Interest 1-84-B, starting with the
lowest
numerical denomination until the Uncertificated Principal Balance of each
such
REMIC 1 Regular Interest has been reduced to zero; provided that, for REMIC
1
Regular Interests with the same numerical denomination, such Realized Losses
shall be allocated pro
rata
between
such REMIC 1 Regular Interests.
(c) All
Realized Losses on the Group 2 Loans shall be allocated on each Distribution
Date, first, to REMIC 2 Regular Interest OC until the Uncertificated Principal
Balance thereof has been reduced to zero, and second, to REMIC 2 Regular
Interest 1-1-A through REMIC 2 Regular Interest 1-117-B, starting with the
lowest numerical denomination until the Uncertificated Principal Balance
of each
such REMIC 2 Regular Interest has been reduced to zero; provided that, for
REMIC
2 Regular Interests with the same numerical denomination, such Realized Losses
shall be allocated pro
rata
between
such REMIC 2 Regular Interests.
(d) All
Realized Losses on the Group 1 Loans shall be allocated by the Trustee on
each
Distribution Date to the following REMIC 3 Group 1 Regular Interests in the
following specified percentages: first, to Uncertificated Accrued Interest
payable to the REMIC 3 Regular Interest 1-AA and REMIC 3 Regular Interest
1-ZZ
up to an aggregate amount equal to the REMIC 3 Group 1 Interest Loss Allocation
Amount (without duplication of shortfalls allocated pursuant to Section 1.03),
98.00% and 2.00%, respectively, and to the extent of any amount equal to
the
REMIC 3 Group 1 Interest Loss Allocation Amount remaining after the foregoing
allocations to REMIC 3 Regular Interests 1-AA and 1-ZZ, to Uncertificated
Accrued Interest payable to REMIC 3 Regular Interest 1-P to the extent of
such
remaining amount; second, to Uncertificated Accrued Interest payable to the
REMIC 3 Regular Interest 2-AA and REMIC 3 Regular Interest 2-ZZ up to an
aggregate amount equal to any portion of the REMIC 3 Group 2 Interest Loss
Allocation Amount remaining after the allocation of Realized Losses on the
Group
2 Loans pursuant to clause (e) below (without duplication of shortfalls
allocated pursuant to Section 1.03), 98.00% and 2.00%, respectively, and
to the
extent of any amount of such portion of the REMIC 3 Group 2 Interest Loss
Allocation Amount remaining after the foregoing allocations to REMIC 3 Regular
Interests 2-AA and 2-ZZ, to Uncertificated Accrued Interest payable to REMIC
3
Regular Interest 2-P to the extent of such remaining amount; third, to the
Uncertificated Principal Balances of REMIC 3 Regular Interest 1-AA and REMIC
3
Regular Interest 1-ZZ up to an aggregate amount equal to the REMIC 3 Group
1
Principal Loss Allocation Amount, 98.00% and 2.00%, respectively; fourth,
to the
Uncertificated Principal Balances of REMIC 3 Regular Interest 1-AA, REMIC
3
Regular Interest 1-B and REMIC 3 Regular Interest 1-ZZ, 98.00%, 1.00% and
1.00%,
respectively, until the Uncertificated Principal Balance of REMIC 3 Regular
Interest 1-B has been reduced to zero; fifth, to the Uncertificated Principal
Balances of REMIC 3 Regular Interest 1-AA, REMIC 3 Regular Interest 1-M-8
and
REMIC 3 Regular Interest 1-ZZ, 98.00%, 1.00% and 1.00%, respectively, until
the
Uncertificated Principal Balance of REMIC 3 Regular Interest 1-M-8 has been
reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC
3
Regular Interest 1-AA, REMIC 3 Regular Interest 1-M-7 and REMIC 3 Regular
Interest 1-ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
Principal Balance of REMIC 3 Regular Interest 1-M-7 has been reduced to zero;
seventh, to the Uncertificated Principal Balances of REMIC 3 Regular Interest
1-AA, REMIC 3 Regular Interest 1-M-6 and REMIC 3 Regular Interest 1-ZZ, 98.00%,
1.00% and 1.00%, respectively, until the Uncertificated Principal Balance
of
REMIC 3 Regular Interest 1-M-6 has been reduced to zero; eighth, to the
Uncertificated Principal Balances of REMIC 3 Regular Interest 1-AA, REMIC
3
Regular Interest 1-M-5 and REMIC 3 Regular Interest 1-ZZ, 98.00%, 1.00% and
1.00%, respectively, until the Uncertificated Principal Balance of REMIC
3
Regular Interest 1-M-5 has been reduced to zero; ninth, to the Uncertificated
Principal Balances of REMIC 3 Regular Interest 1-AA, REMIC 3 Regular Interest
1-M-4 and REMIC 3 Regular Interest 1-ZZ, 98.00%, 1.00% and 1.00%, respectively,
until the Uncertificated Principal Balance of REMIC 3 Regular Interest 1-M-4
has
been reduced to zero; tenth, to the Uncertificated Principal Balances of
REMIC 3
Regular Interest 1-AA, REMIC 3 Regular Interest 1-M-3 and REMIC 3 Regular
Interest 1-ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
Principal Balance of REMIC 3 Regular Interest 1-M-3 has been reduced to zero;
eleventh, to the Uncertificated Principal Balances of REMIC 3 Regular Interest
1-AA, REMIC 3 Regular Interest 1-M-2 and REMIC 3 Regular Interest 1-ZZ, 98.00%,
1.00% and 1.00%, respectively, until the Uncertificated Principal Balance
of
REMIC 3 Regular Interest 1-M-2 has been reduced to zero; twelfth, to the
Uncertificated Principal Balance of REMIC 3 Regular Interest 1-M-1 and REMIC
3
Regular Interest 1-ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
Uncertificated Principal Balance of REMIC 3 Regular Interest 1-M-1 has been
reduced to zero; and thirteenth, to the Uncertificated Principal Balance
of
REMIC 3 Regular Interest 1-AA, 98.00%, to the Uncertificated Principal Balances
of REMIC 3 Regular Interests 1-A1-A, 1-A1-B, 1-A1-C and 1-AM, 1.00% pro rata,
and to the Uncertificated Principal Balance of REMIC 3 Regular Interest 1-ZZ,
1.00%, until the Uncertificated Principal Balances of such REMIC 3 Regular
Interests 1-A1-A, 1-A1-B, 1-A1-C and 1-AM have been reduced to zero, provided
that any such Realized Losses otherwise allocable to REMIC 3 Regular Interests
1-A1-A, 1-A1-B and 1-A1-C shall be first allocated to REMIC 3 Regular Interest
1-AM, until the Uncertificated Principal Balance thereof has been reduced
to
zero.
136
(e) All
Realized Losses on the Group 2 Loans shall be allocated by the Trustee on
each
Distribution Date to the following REMIC 3 Group 2 Regular Interests in the
following specified percentages: first, to Uncertificated Accrued Interest
payable to the REMIC 3 Regular Interest 2-AA and REMIC 3 Regular Interest
2-ZZ
up to an aggregate amount equal to the REMIC 3 Group 2 Interest Loss Allocation
Amount (without duplication of shortfalls allocated pursuant to Section 1.03),
98.00% and 2.00%, respectively, and to the extent of any amount equal to
the
REMIC 3 Group 2 Interest Loss Allocation Amount remaining after the foregoing
allocations to REMIC 3 Regular Interests 2-AA and 2-ZZ, to Uncertificated
Accrued Interest payable to REMIC 3 Regular Interest 2-P to the extent of
such
remaining amount; second, to Uncertificated Accrued Interest payable to the
REMIC 3 Regular Interest 1-AA and REMIC 3 Regular Interest 1-ZZ up to an
aggregate amount equal to any portion of the REMIC 3 Group 1 Interest Loss
Allocation Amount remaining after the allocation of Realized Losses on the
Group
1 Loans pursuant to clause (d) above (without duplication of shortfalls
allocated pursuant to Section 1.03), 98.00% and 2.00%, respectively, and
to the
extent of any amount of such portion of the REMIC 3 Group 1 Interest Loss
Allocation Amount remaining after the foregoing allocations to REMIC 3 Regular
Interests 1-AA and 1-ZZ, to Uncertificated Accrued Interest payable to REMIC
3
Regular Interest 1-P to the extent of such remaining amount; third, to the
Uncertificated Principal Balances of the REMIC 3 Regular Interest 2-AA and
REMIC
3 Regular Interest 2-ZZ up to an aggregate amount equal to the REMIC 3 Group
2
Principal Loss Allocation Amount, 98.00% and 2.00%, respectively; and fourth,
to
the Uncertificated Principal Balances of REMIC 3 Regular Interest 2-AA, REMIC
3
Regular Interest 2-A and REMIC 3 Regular Interest 2-ZZ, 98.00%, 1.00% and
1.00%,
respectively, until the Uncertificated Principal Balance of REMIC 3 Regular
Interest 2-A has been reduced to zero.
137
Section
4.06. Information
Reports to Be Filed by the Master Servicer.
The
Master Servicer or the Sub-Servicers shall file information reports with
respect
to the receipt of mortgage interest received in a trade or business,
foreclosures and abandonments of any Mortgaged Property and the information
returns relating to cancellation of indebtedness income with respect to any
Mortgaged Property required by Sections 6050H, 6050J and 6050P of the Code,
respectively, and deliver to the Trustee an Officers’ Certificate stating that
such reports have been filed. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by such Sections 6050H,
6050J and 6050P of the Code.
Section
4.07. Compliance
with Withholding Requirements.
Notwithstanding
any other provision of this Agreement, the Trustee shall comply with all
federal
withholding requirements respecting payments to Certificateholders of interest
or original issue discount on the Mortgage Loans, that the Trustee reasonably
believes are applicable under the Code. The consent of Certificateholders
shall
not be required for such withholding. In the event the Trustee withholds
any
amount from interest or original issue discount payments or advances thereof
to
any Certificateholder pursuant to federal withholding requirements, the Trustee
shall, together with its monthly report to such Certificateholders pursuant
to
Section 4.02 hereof, indicate such amount withheld.
Section
4.08. Group
1
Net WAC Shortfall Reserve Fund.
(a) On
the
Closing Date, the Trustee shall establish and maintain in its name, in trust
for
the benefit of the Class 1-A Certificates, the Subordinate Certificates and
the
Class 1-C Certificates, the Group 1 Net WAC Shortfall Reserve Fund. In addition,
on the Closing Date, the Depositor shall deposit into the Group 1 Net WAC
Shortfall Reserve Fund an amount equal to the Group 1 Net WAC Shortfall Reserve
Fund Deposit. The Trustee shall deposit in the Group 1 Net WAC Shortfall
Reserve
Fund all payments received from the Group 1 Supplemental Interest Trust that
are
payable to the Trust Fund under Sections 4.01(n)(iv) from amounts under the
Group 1 Interest Rate Swap Agreement and Group 1 Cap Contracts, and on each
Distribution Date, the Trustee shall remit such amounts received from the
Group
1 Supplemental Interest Trust to the Holders of the related Class 1-A
Certificates and Subordinate Certificates in the manner provided in that
Section. In addition, on each Distribution Date as to which there is a Group
1
Net WAC Shortfall Amount with respect to Loan Group 1 payable to any Class
of
Class 1-A Certificates and Subordinate Certificates, the Trustee shall deposit
the amounts distributable pursuant to clause (vi) of Section 4.01(l) into
the
Group 1 Net WAC Shortfall Reserve Fund, and the Trustee has been directed
by the
Holders of the Class 1-C Certificates to distribute amounts then on deposit
in
the Group 1 Net WAC Shortfall Reserve Fund to the Holders of the Class 1-A
Certificates and Subordinate Certificates in respect of the Net WAC Shortfall
Amount with respect to Loan Group 1 in the priority set forth in clause (vi)
of
Section 4.01(l). Any amount paid to the Holders of any Class 1-A Certificates
and Subordinate Certificates pursuant to the preceding sentence in respect
of
Net WAC Shortfall Amounts from amounts distributable pursuant to clause (vi)
of
Section 4.01(l) shall be treated as distributed to the Holders of the Class
1-C
Certificates in respect of the Class 1-C Certificates and paid by such Holders
to the Holders of such Class 1-A Certificates and Subordinate Certificates.
Any
payments to the Holders of the Class 1-A Certificates and Subordinate
Certificates in respect of Net WAC Shortfall Amounts, whether pursuant to
the
second preceding sentence or pursuant to Sections 4.01(n)(iv), shall not
be
payments with respect to a Regular Interest in a REMIC within the meaning
of
Code Section 860G(a)(1).
138
(b) The
Group
1 Net WAC Shortfall Reserve Fund is an “outside reserve fund” within the meaning
of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust
Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall
be
the nominal owner of the Group 1 Net WAC Shortfall Reserve Fund. The Holders
of
the Class 1-C Certificates shall be the beneficial owners of the Group 1
Net WAC
Shortfall Reserve Fund, subject to the power of the Trustee to transfer amounts
under Section 4.01. Amounts in the Group 1 Net WAC Shortfall Reserve Fund
shall,
at the written direction of the Holders of the Class 1-C Certificates, be
invested in Permitted Investments that mature no later than the Business
Day
prior to the next succeeding Distribution Date. In the absence of such written
direction, all funds in the Group 1 Net WAC Shortfall Reserve Fund shall
remain
uninvested. All net income and gain from such investments shall be distributed
to the Holders of the Class 1-C Certificates, pro rata, not as a distribution
in
respect of any interest in any REMIC, on each such Distribution Date. All
amounts earned on amounts on deposit in the Group 1 Net WAC Shortfall Reserve
Fund shall be taxable to the Holders of the Class 1-C Certificates. Any losses
on such investments shall be deposited in the Group 1 Net WAC Shortfall Reserve
Fund by the Holders of the Class 1-C Certificates, pro rata, out of their
own
funds immediately as realized.
Section
4.09. Group
2
Net WAC Shortfall Reserve Fund.
(a) On
the
Closing Date, the Trustee shall establish and maintain in its name, in trust
for
the benefit of the Class 2-A Certificates and the Class 2-C Certificates,
the
Group 2 Net WAC Shortfall Reserve Fund. In addition, on the Closing Date,
the
Depositor shall deposit into the Group 2 Net WAC Shortfall Reserve Fund an
amount equal to the Group 2 Net WAC Shortfall Reserve Fund Deposit. The Trustee
shall deposit in the Group 2 Net WAC Shortfall Reserve Fund all payments
received from the Group 2 Supplemental Interest Trust that are payable to
the
Trust Fund under Section 4.01(o)(iii) from amounts under the Group 2 Interest
Rate Swap Agreement and Group 2 Cap Contracts, and on each Distribution Date,
the Trustee shall remit such amounts received from the Group 2 Supplemental
Interest Trust to the Holders of the Class 2-A Certificates in the manner
provided in that Section. In addition, on each Distribution Date as to which
there is a Group 2 Net WAC Shortfall Amount with respect to Loan Group 2
payable
to the Class 2-A Certificates, the Trustee shall deposit the amounts
distributable pursuant to clause (v) of Section 4.01(m) into the Group 2
Net WAC
Shortfall Reserve Fund, and the Trustee has been directed by the Holders
of the
Class 2-C Certificates to distribute amounts then on deposit in the Group
2 Net
WAC Shortfall Reserve Fund to the Holders of the Class 2-A Certificates in
respect of the Net WAC Shortfall Amount with respect to Loan Group 2 in the
priority set forth in clause (v) of Section 4.01(l). Any amount paid to the
Holders of any Class 2-A Certificates pursuant to the preceding sentence
in
respect of Net WAC Shortfall Amounts from amounts distributable pursuant
to
clause (v) of Section 4.01(m) shall be treated as distributed to the Holders
of
the Class 2-C Certificates in respect of the Class 2-C Certificates and paid
by
such Holders to the Holders of such Class 2-A Certificates. Any payments
to the
Holders of the Class 2-A Certificates in respect of Net WAC Shortfall Amounts,
whether pursuant to the second preceding sentence or pursuant to Section
4.01(o)(iii), shall not be payments with respect to a Regular Interest in
a
REMIC within the meaning of Code Section 860G(a)(1).
139
(b) The
Group
2 Net WAC Shortfall Reserve Fund is an “outside reserve fund” within the meaning
of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust
Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall
be
the nominal owner of the Group 2 Net WAC Shortfall Reserve Fund. The Holders
of
the Class 2-C Certificates shall be the beneficial owners of the Group 2
Net WAC
Shortfall Reserve Fund, in each case subject to the power of the Trustee
to
transfer amounts under Section 4.01. Amounts in the Group 2 Net WAC Shortfall
Reserve Fund shall, at the written direction of the Holders of the Class
2-C
Certificates, be invested in Permitted Investments that mature no later than
the
Business Day prior to the next succeeding Distribution Date. In the absence
of
such written direction, all funds in the Group 2 Net WAC Shortfall Reserve
Fund
shall remain uninvested. All net income and gain from such investments shall
be
distributed to the Holders of the Class 2-C Certificates, pro rata, not as
a
distribution in respect of any interest in any REMIC, on each such Distribution
Date. All amounts earned on amounts on deposit in the Group 2 Net WAC Shortfall
Reserve Fund shall be taxable to the Holders of the Class 2-C Certificates.
Any
losses on such investments shall be deposited in the Group 2 Net WAC Shortfall
Reserve Fund by the Holders of the Class 2-C Certificates, pro rata, out
of
their own funds immediately as realized.
Section
4.10. Group
1
Supplemental Interest Trust.
(i) As
of the
Closing Date, the Trustee, as Group 1 Supplemental Interest Trust Trustee,
is
directed to enter into the Group
1
Interest
Rate Swap Agreement and the Group 1 Cap Contracts and shall establish and
maintain in the name of the Group 1 Supplemental Interest Trust Trustee,
the
Group 1 Supplemental Interest Trust for the benefit of the Group 1 Swap Provider
and the Holders of the Class 1-A, Class 1-M, Class 1-B and Class 1-C
Certificates. The Group 1 Supplemental Interest Trust shall hold the Group
1
Interest Rate Swap Agreement, the Class 1-IO Interest, the Group 1 Cap Contracts
and the Group 1 Derivative Account. The Trustee shall establish an Eligible
Account (the “Group 1 Derivative Account”) into which the Depositor shall
deposit $1,000 on the Closing Date. Funds on deposit in the Group 1 Derivative
Account shall be held separate and apart from, and shall not be commingled
with,
any other moneys, including, without limitation, other moneys of the Trustee
or
held pursuant to this Agreement.
(ii) On
each
Distribution Date, the Trustee shall deposit into the Group 1 Derivative
Account
amounts distributable to the Group 1 Supplemental Interest Trust pursuant
to
Sections 4.01(a) (fifth paragraph) and 4.01(l)(viii) of this Agreement. In
addition, the Trustee shall deposit into the Group 1 Derivative Account for
payment to the Group 1 Swap Provider the Group 1 Swap Optional Termination
Payment (which shall include any related Net Swap Payment payable to the
Group 1
Swap Provider) payable under Section 9.01. On each Distribution Date, the
Trustee shall distribute any such amounts to the Group 1 Swap Provider pursuant
to the Group 1 Interest Rate Swap Agreement, first to pay any related Net
Swap
Payment owed to the Group 1 Swap Provider for such Distribution Date or
remaining unpaid from prior Distribution Dates, and second to pay any related
Swap Termination Payment owed to the Group 1 Swap Provider for such Distribution
Date or remaining unpaid from prior Distribution Dates.
140
(iii) On
each
Distribution Date, the Trustee, as Group 1 Supplemental Interest Trust Trustee,
shall deposit into the Group 1 Derivative Account amounts received by the
Group
1 Supplemental Interest Trust under the Group 1 Interest Rate Swap Agreement
from the Group 1 Swap Provider and under the Group 1 Cap Contracts from the
Group 1 Cap Counterparties. On each Distribution Date, the Trustee shall,
and
the Trustee has been directed by the Holders of the Class 1-C Certificates
to,
distribute from the Group 1 Derivative Account an amount equal to the amount
of
any related Net Swap Payment or Swap Termination Payment received from the
Group
1 Swap Provider under the Group 1 Interest Rate Swap Agreement and payments
received from the Group 1 Cap Counterparties under the Group 1 Cap Contracts,
in
the following order of priority:
(a) first,
an
amount equal to the aggregate amount required under Section 4.01(n) to be
distributed on such Distribution Date, to the related Class 1-A, Class 1-M
and
Class 1-B Certificateholders in accordance with Section 4.01(n) of this
Agreement, and
(b) second,
any
remainder, to the Holder of the Class 1-C Certificates.
(iv) The
Group
1 Supplemental Interest Trust constitutes an “outside reserve fund” within the
meaning of Treasury Regulation Section 1.860G-2(h) and shall not be an asset
of
any REMIC. The Holders of the Class 1-C Certificates shall be the beneficial
owner of the Group 1 Supplemental Interest Trust, subject to the power of
the
Trustee to transfer amounts under this Agreement. The Trustee shall keep
records
that accurately reflect the funds on deposit in the Group 1 Derivative Account.
The Trustee shall, at the written direction of the Holders of the Class 1-C
Certificates, invest amounts on deposit in the Group 1 Supplemental Interest
Trust in Permitted Investments that mature no later than the Business Day
prior
to the next succeeding Distribution Date. In the absence of such written
direction, all funds in the Group 1 Supplemental Interest Trust shall remain
uninvested. On each Distribution Date, the Trustee shall distribute, not
as a
distribution in respect of any interest in any REMIC, any income or gain
earned
on the invested assets in the Group 1 Supplemental Interest Trust to the
Holders
of the Class 1-C Certificates. All amounts earned on amounts on deposit in
the
Group 1 Supplemental Interest Trust shall be taxable to the Holders of the
Class
1-C Certificates. Any losses on such investments shall be deposited in the
Group
1 Supplemental Interest Trust by the Holders of the Class 1-C Certificates,
out
of their own funds immediately as realized.
(v) For
federal income tax purposes, amounts paid to the Group 1 Supplemental Interest
Trust on each Distribution Date pursuant to Section 4.01(a) (first and second
sentences of the fifth paragraph) for payment to the Group 1 Swap Provider
with
respect to the Group 1 Interest Rate Swap Agreement shall first be deemed
to be
paid to the Group 1 Supplemental Interest Trust in respect of the Class 1-IO
Interest to the extent of the amount distributable on such Class 1-IO Interest
on such Distribution Date, and shall then be deemed to be paid to the Group
1
Supplemental Interest Trust in respect of a Group 1 Class IO Distribution
Amount
as described below.
141
(vi) The
Trustee shall treat the Holders of the Class 1-A, Class 1-M and Class 1-B
Certificates as having entered into a notional principal contract with respect
to the Holders of the Class 1-C Certificates. Pursuant to each such notional
principal contract, all Holders of the Class 1-A, Class 1-M and Class 1-B
Certificates shall be treated as having agreed to pay, on each Distribution
Date, to the Holder of the Class 1-C Certificates an aggregate amount equal
to
the excess, if any, of (i) the amount payable on such Distribution Date on
the
REMIC 4 Regular Interest corresponding to such Class of Certificates over
(ii)
the amount payable on such Class of Certificates on such Distribution Date
(such
excess, a “Group 1 Class IO Distribution Amount”). A Group 1 Class IO
Distribution Amount payable from interest collections shall be allocated
pro
rata
among
such Certificates based on the excess of, with respect to each such Certificate,
(i) the amount of interest otherwise payable to the REMIC 4 Regular Interest
relating to such Certificate over (ii) the amount of interest payable to
such
Certificate at a per annum rate equal to the related Net WAC Rate, and a
Group 1
Class IO Distribution Amount payable from principal collections shall be
allocated to the most subordinate Class of the Class 1-A, Class 1-M, Class
1-B
and Class 1-C Certificates with an outstanding principal balance to the extent
of such balance. In addition, pursuant to such notional principal contract,
the
Holder of the Class 1-C Certificates shall be treated as having agreed to
pay
Net WAC Shortfall Amounts with respect to Loan Group 1 to the Holders of
the
Class 1-A, Class 1-M and Class 1-B Certificates in accordance with the terms
of
this Agreement. Any payments to the Class 1-A, Class 1-M, Class 1-B and Class
1-C Certificates from amounts deemed received in respect of this notional
principal contract shall not be payments with respect to a Regular Interest
in a
REMIC within the meaning of Section 860G(a)(1) of the Code. However, any
payment
from the Class 1-A, Class 1-M and Class 1-B Certificates of a Group 1 Class
IO
Distribution Amount shall be treated for tax purposes as having been received
by
the Holders of such Certificates in respect of their interests in REMIC 4
and as
having been paid by such Holders to the Group 1 Supplemental Interest Trust
pursuant to the notional principal contract. Thus, each Class 1-A, Class
1-M,
Class 1-B and Class 1-C Certificate shall be treated as representing not
only
ownership of a Regular Interest in REMIC 4, but also ownership of an interest
in, and obligations with respect to, a notional principal contract.
(vii) (a) Upon
designation of an early termination date with respect to a Group 1 Derivative
Contract other than in connection with a Group 1 Optional Termination, the
Trustee, as Group 1 Supplemental Interest Trust Trustee, at the written
direction of the Depositor or the Certificate Insurer will use reasonable
efforts to appoint a successor derivative counterparty to enter into a new
derivative contract on terms substantially similar to such Group 1 Derivative
Contract with a derivative counterparty meeting all applicable eligibility
requirements. The Trustee, as Group 1 Supplemental Interest Trust Trustee
will
apply any Group 1 Derivative Termination Payment received from the original
derivative counterparty in connection with the early termination of such
Group 1
Derivative Contract to the upfront payment required to appoint the successor
derivative counterparty.
If
a
successor derivative counterparty is not appointed within 30 days of such
early
termination, then the Trustee, as Group 1 Supplemental Interest Trust Trustee
will deposit any Group 1 Derivative Termination Payment received from the
original derivative counterparty in connection with the early termination
of
such Group 1 Derivative Contract into a separate, non-interest bearing reserve
account and will, on each subsequent Distribution Date, withdraw from the
amount
then remaining on deposit in such reserve account an amount equal to the
payment, if any, that would have been paid to the Group 1 Supplemental Interest
Trust Trustee by the original derivative counterparty calculated in accordance
with the terms of the related Group 1 Derivative Contract, and distribute
such
amount in accordance with the terms of this Agreement.
142
(b) In
the
event that the derivative counterparty under a Group 1 Derivative Contract
fails
to perform any of its obligations under such Group 1 Derivative Contract
(including, without limitation, its obligation to make any payment or transfer
collateral), or breaches any of its representations and warranties thereunder,
or in the event that any Event of Default, Termination Event, or Additional
Termination Event (each as defined in the related Group 1 Derivative Contract)
occurs with respect to such Group 1 Derivative Contract, the Trustee, as
Group 1
Supplemental Interest Trust Trustee shall, promptly following actual notice
of
such failure, breach or event, notify the Depositor and send any notices
and
make any demands, on behalf of the Group 1 Supplemental Interest Trust, required
to enforce the rights of the Group 1 Supplemental Interest Trust under such
Group 1 Derivative Contract.
In
the
event that a derivative counterparty’s obligations are guaranteed by a third
party under a guaranty relating to a Group 1 Derivative Contract (such guaranty
a “Group 1 Guaranty” and such third party a “Group 1 Guarantor”), then to the
extent that derivative counterparty fails to make any payment by the close
of
business on the day it is required to make payment under the terms of such
Group
1 Derivative Contract, the Trustee, as Group 1 Supplemental Interest Trust
Trustee shall, promptly following actual notice of derivative counterparty’s
failure to pay, demand that such Group 1 Guarantor make any and all payments
then required to be made by such Group 1 Guarantor pursuant to such Group
1
Guaranty; provided that Trustee, as Group 1 Supplemental Interest Trust Trustee
shall in no event be liable for any failure or delay in the performance by
such
Group 1 Guarantor of its obligations hereunder or pursuant to such Group
1
Derivative Contract and the Group 1 Guaranty, nor for any special, indirect
or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits) in connection therewith.
Section
4.11. Group
2
Supplemental Interest Trust.
(i) As
of the
Closing Date, the Trustee, as Group 2 Supplemental Interest Trust Trustee,
is
directed to enter into the Group 2 Interest Rate Swap Agreement and the Group
2
Cap Contracts and shall establish and maintain in the name of the Group 2
Supplemental Interest Trust Trustee, the Group 2 Supplemental Interest Trust
for
the benefit of the Group
2
Swap
Provider and the Holders of the Class 2-A Certificates and Class 2-C
Certificates. The Group 2 Supplemental Interest Trust shall hold the Group
2
Interest Rate Swap Agreement, the Class 2-IO Interests, the Group 2 Cap
Contracts and the Group 2 Derivative Account. The Trustee shall establish
an
Eligible Account (the “Group 2 Derivative Account”) into which the Depositor
shall deposit $1,000 on the Closing Date. Funds on deposit in the Group 2
Derivative Account shall be held separate and apart from, and shall not be
commingled with, any other moneys, including, without limitation, other moneys
of the Trustee or held pursuant to this Agreement.
(ii) On
each
Distribution Date, the Trustee shall deposit into the Group 2 Derivative
Account
amounts distributable to the Group 2 Supplemental Interest Trust pursuant
to
Sections 4.01(a) (fifth paragraph) and 4.01(m)(vii) of this Agreement. In
addition, the Trustee shall deposit into the Group 2 Derivative Account for
payment to the Group 2 Swap Provider the Group 2 Swap Optional Termination
Payment (which shall include any related Net Swap Payment payable to the
Group 2
Swap Provider) payable under Section 9.01. On each Distribution Date, the
Trustee shall distribute any such amounts to the Group 2 Swap Provider pursuant
to the Group 2 Interest Rate Swap Agreement, first to pay any related Net
Swap
Payment owed to the Group 2 Swap Provider for such Distribution Date or
remaining unpaid from prior Distribution Dates, and second to pay any related
Swap Termination Payment owed to the Group 2 Swap Provider for such Distribution
Date or remaining unpaid from prior Distribution Dates.
143
(iii) On
each
Distribution Date, the Trustee, as Group 2 Supplemental Interest Trust Trustee,
shall deposit into the Group 2 Derivative Account amounts received by the
Group
2 Supplemental Interest Trust under the Group 2 Interest Rate Swap Agreement
from the Group 2 Swap Provider and under the Group 2 Cap Contracts from the
Group 2 Cap Counterparties. On each Distribution Date, the Trustee shall,
and
the Trustee has been directed by the Holders of the Class 2-C Certificates
to,
distribute from the Group 2 Derivative Account an amount equal to the amount
of
any related Net Swap Payment received from the Group 2 Swap Provider under
the
Group 2 Interest Rate Swap Agreement and payment received from the Group
2 Cap
Counterparties under the Group 2 Cap Contracts, in the following order of
priority:
(a) first,
an
amount equal to the aggregate amount required under Section 4.01(o) to be
distributed on such Distribution Date, to the Class 2-A Certificateholders
in
accordance with Section 4.01(o) of this Agreement, and
(b) second,
any
remainder, to the Holder of the Class 2-C Certificates.
(iv) The
Group
2 Supplemental Interest Trust constitutes an “outside reserve fund” within the
meaning of Treasury Regulation Section 1.860G-2(h) and shall not be an asset
of
any REMIC. The Holders of the Class 2-C Certificates shall be the beneficial
owner of the Group 2 Supplemental Interest Trust, subject to the power of
the
Trustee to transfer amounts under this Agreement. The Trustee shall keep
records
that accurately reflect the funds on deposit in the Group 2 Derivative Account.
The Trustee shall, at the written direction of the Holders of the Class 2-C
Certificates, invest amounts on deposit in the Group 2 Supplemental Interest
Trust in Permitted Investments that mature no later than the Business Day
prior
to the next succeeding Distribution Date. In the absence of such written
direction, all funds in the Group 2 Supplemental Interest Trust shall remain
uninvested. On each Distribution Date, the Trustee shall distribute, not
as a
distribution in respect of any interest in any REMIC, any income or gain
earned
on the invested assets in the Group 2 Supplemental Interest Trust to the
Holders
of the Class 2-C Certificates. All amounts earned on amounts on deposit in
the
Group 2 Supplemental Interest Trust shall be taxable to the Holders of the
Class
2-C Certificates. Any losses on such investments shall be deposited in the
Group
2 Supplemental Interest Trust by the Holders of the Class 2-C Certificates,
out
of their own funds immediately as realized.
(v) For
federal income tax purposes, amounts paid to the Group 2 Supplemental Interest
Trust on each Distribution Date pursuant to Section 4.01(a) (first and second
sentences of the fifth paragraph) for payment to the Group 2 Swap Provider
with
respect to the Group 2 Interest Rate Swap Agreement shall first be deemed
to be
paid to the Group 2 Supplemental Interest Trust in respect of the Class 2-IO
Interest to the extent of the amount distributable on such Class 2-IO Interest
on such Distribution Date, and shall then be deemed to be paid to the Group
2
Supplemental Interest Trust in respect of a Group 2 Class IO Distribution
Amount
as described below.
144
(vi) The
Trustee shall treat the Holders of the Class 2-A Certificates as having entered
into a notional principal contract with respect to the Holders of the Class
2-C
Certificates. Pursuant to each such notional principal contract, all Holders
of
the Class 2-A Certificates shall be treated as having agreed to pay, on each
Distribution Date, to the Holder of the Class 2-C Certificates an aggregate
amount equal to the excess, if any, of (i) the amount payable on such
Distribution Date on the REMIC 4 Regular Interest corresponding to such Class
of
Certificates over (ii) the amount payable on such Class of Certificates on
such
Distribution Date (such excess, a “Group 2 Class IO Distribution Amount”). A
Group 2 Class IO Distribution Amount payable from interest collections shall
be
allocated pro
rata
among
such Certificates based on the excess of, with respect to each such Certificate,
(i) the amount of interest otherwise payable to the REMIC 4 Regular Interest
relating to such Certificate over (ii) the amount of interest payable to
such
Certificate at a per annum rate equal to the related Net WAC Rate, and a
Group 2
Class IO Distribution Amount payable from principal collections shall be
allocated to the most subordinate Class of the Class 2-A Certificates and
Class
2-C Certificates with an outstanding principal balance to the extent of such
balance. In addition, pursuant to such notional principal contract, the Holder
of the Class 2-C Certificates shall be treated as having agreed to pay Net
WAC
Shortfall Amounts with respect to Loan Group 2 to the Holders of the Class
2-A
Certificates in accordance with the terms of this Agreement. Any payments
to the
Class 2-A Certificates and Class 2-C Certificates from amounts deemed received
in respect of this notional principal contract shall not be payments with
respect to a Regular Interest in a REMIC within the meaning of Section
860G(a)(1) of the Code. However, any payment from the Class 2-A Certificates
of
a Group 2 Class IO Distribution Amount shall be treated for tax purposes
as
having been received by the Holders of such Certificates in respect of their
interests in REMIC 4 and as having been paid by such Holders to the Group
2
Supplemental Interest Trust pursuant to the notional principal contract.
Thus,
each Class 2-A Certificate and Class 2-C Certificate shall be treated as
representing not only ownership of a Regular Interest in REMIC 4, but also
ownership of an interest in, and obligations with respect to, a notional
principal contract.
(vii) (a) Upon
designation of an early termination date with respect to a Group 2 Derivative
Contract other than in connection with a Group 2 Optional Termination, the
Trustee, as Group 2 Supplemental Interest Trust Trustee, at the written
direction of the Depositor or the Certificate Insurer will use reasonable
efforts to appoint a successor derivative counterparty to enter into a new
derivative contract on terms substantially similar to such Group 2 Derivative
Contract with a derivative counterparty meeting all applicable eligibility
requirements. The Trustee, as Group 2 Supplemental Interest Trust Trustee
will
apply any Group 2 Derivative Termination Payment received from the original
derivative counterparty in connection with the early termination of such
Group 2
Derivative Contract to the upfront payment required to appoint the successor
derivative counterparty.
If
a
successor derivative counterparty is not appointed within 30 days of such
early
termination, then the Trustee, as Group 2 Supplemental Interest Trust Trustee
will deposit any Group 2 Derivative Termination Payment received from the
original derivative counterparty in connection with the early termination
of
such Group 2 Derivative Contract into a separate, non-interest bearing reserve
account and will, on each subsequent Distribution Date, withdraw from the
amount
then remaining on deposit in such reserve account an amount equal to the
payment, if any, that would have been paid to the Group 2 Supplemental Interest
Trust Trustee by the original derivative counterparty calculated in accordance
with the terms of the related Group 2 Derivative Contract, and distribute
such
amount in accordance with the terms of this Agreement.
145
(b) In
the
event that the derivative counterparty under a Group 2 Derivative Contract
fails
to perform any of its obligations under such Group 2 Derivative Contract
(including, without limitation, its obligation to make any payment or transfer
collateral), or breaches any of its representations and warranties thereunder,
or in the event that any Event of Default, Termination Event, or Additional
Termination Event (each as defined in the related Group 2 Derivative Contract)
occurs with respect to such Group 2 Derivative Contract, the Trustee, as
Group 2
Supplemental Interest Trust Trustee shall, promptly following actual notice
of
such failure, breach or event, notify the Depositor and send any notices
and
make any demands, on behalf of the Group 2 Supplemental Interest Trust, required
to enforce the rights of the Group 2 Supplemental Interest Trust under such
Group 2 Derivative Contract.
In
the
event that a derivative counterparty’s obligations are guaranteed by a third
party under a guaranty relating to a Group 2 Derivative Contract (such guaranty
a “Group 2 Guaranty” and such third party a “Group 2 Guarantor”), then to the
extent that derivative counterparty fails to make any payment by the close
of
business on the day it is required to make payment under the terms of such
Group
2 Derivative Contract, the Trustee, as Group 2 Supplemental Interest Trust
Trustee shall, promptly following actual notice of derivative counterparty’s
failure to pay, demand that such Group 2 Guarantor make any and all payments
then required to be made by such Group 2 Guarantor pursuant to such Group
2
Guaranty; provided that Trustee, as Group 2 Supplemental Interest Trust Trustee
shall in no event be liable for any failure or delay in the performance by
such
Group 2 Guarantor of its obligations hereunder or pursuant to such Group
2
Derivative Contract and the Group 2 Guaranty, nor for any special, indirect
or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits) in connection therewith.
Section
4.12. Tax
Treatment of Class IO Distribution Amounts in the Event of Resecuritization
of
Class 1-A, Class 2-A, Class 1-M or Class 1-B Certificates.
In
the
event that any Class 1-A, Class 2-A, Class 1-M or Class 1-B Certificate is
resecuritized in a REMIC (the “Resecuritization REMIC”), for federal income tax
purposes, (i) payments on the REMIC 4 Regular Interest corresponding to such
Class 1-A, Class 2-A, Class 1-M or Class 1-B Certificate shall, for the
avoidance of doubt, be deemed to include the related Class IO Distribution
Amount, and (ii) to the extent provided in the operative documents for the
Resecuritization REMIC, (a) payments on the “regular interests” issued by the
Resecuritization REMIC shall be deemed to include in the aggregate such Class
IO
Distribution Amount, and (b) such Class IO Distribution Amount shall be deemed
paid to the Holder of the related Class C Certificates pursuant to a notional
principal contract entered into by the holders of one or more “regular
interests” issued by the Resecuritization REMIC (“Resecuritization Holders”) and
the Holder of the related Class C Certificates. In such event, Class IO
Distribution Amounts deemed paid by Resecuritization Holders under clause
(b) of
the immediately preceding sentence shall be paid on behalf of such holders
pursuant to Section 4.10(ii) and Section 4.11(ii) hereof, as
applicable.
146
Section
4.13. The
Certificate Guaranty Insurance Policy
(i) If
the
Trustee determines that an Insured Amount to be covered by the Certificate
Guaranty Insurance Policy will exist for the related Distribution Date, the
Trustee shall complete the notice in the form of Exhibit A to the Certificate
Guaranty Insurance Policy (the “Notice”) and submit such Notice in accordance
with the Certificate Guaranty Insurance Policy to the Certificate Insurer
no
later than 12:00 P.M., New York City time, on the second Business Day
immediately preceding such Distribution Date, as a claim for the amount of
such
Insured Amount.
(ii) The
Trustee shall establish and maintain the Insurance Account on behalf of the
Holders of the Class 2-A Certificates over which the Trustee shall have the
exclusive control and sole right of withdrawal. Upon receipt of a Insured
Amount
from the Certificate Insurer on behalf of the Holders of the Class 2-A
Certificates, the Trustee shall deposit such Insured Amount in the Insurance
Account and distribute such amount only for purposes of payment to the Class
2-A
Certificates of the Insured Amount for which a claim was made and such amount
may not be applied to satisfy any costs, expenses or liabilities of the Seller,
the Depositor, the Trustee or the Trust Fund or to pay any other Class of
Certificates. Amounts paid under the Certificate Guaranty Insurance Policy,
to
the extent needed to pay the Insured Amount, shall be disbursed by the Trustee
to the Holders of the Class 2-A Certificates. It shall not be necessary for
such
payments to be made by checks or wire transfers separate from the checks
or wire
transfers used to pay other distributions to the Holders of the Class 2-A
Certificates with other funds available to make such payment. However, the
amount of any payment of principal or of interest on the Class 2-A Certificates
to be paid from funds transferred from the Insurance Account shall be noted
as
provided in paragraph (d) below and in the statement to be furnished to Holders
of the Class 2-A Certificates pursuant to Section 4.01. Funds held in the
Insurance Account shall not be invested. Any funds remaining in the Insurance
Account on the first Business Day following the later of (i) the related
Distribution Date or (ii) the date received by the Trustee, shall be returned
to
the Certificate Insurer pursuant to the written instructions of the Certificate
Insurer by the end of such Business Day.
(iii) The
Trustee shall keep a complete and accurate record of the amount of interest
and
principal paid in respect of the Class 2-A Certificates from moneys received
under the Certificate Guaranty Insurance Policy. The Certificate Insurer
shall
have the right to inspect such records at reasonable times during normal
business hours upon one Business Day’s prior notice to the Trustee.
(iv) In
the
event that the Trustee has received a certified copy of an order of the
appropriate court that any Insured Amount has been voided in whole or in
part as
a preference payment under applicable bankruptcy law, the Trustee shall so
notify the Certificate Insurer, shall comply with the provisions of the
Certificate Guaranty Insurance Policy to obtain payment by the Certificate
Insurer of such Preference Amount in the amount of such voided Insured Amount,
and shall, at the time it provides notice to the Certificate Insurer, notify,
by
mail the Holders of the Class 2-A Certificates that, in the event any Holder’s
Insured Amount is so recovered, such Holder of a Class 2-A Certificate will
be
entitled to payment pursuant to the Certificate Guaranty Insurance Policy,
a
copy of which shall be made available through the Trustee or the Certificate
Insurer, and the Trustee shall furnish to the Certificate Insurer, its records
evidencing the payments which have been made by the Trustee and subsequently
recovered from the Holders of the Class 2-A Certificates, and dates on which
such payments were made.
147
(v) The
Trustee shall promptly notify the Certificate Insurer of any proceeding or
the
institution of any action, of which a Responsible Officer of the Trustee
has
actual knowledge, seeking the avoidance as a preferential transfer under
applicable bankruptcy, insolvency, receivership or similar law (a “Preference
Claim”) of any distribution made with respect to the Class 2-A Certificates.
Each Holder of a Class 2-A Certificate, by its purchase of such Class 2-A
Certificate, the Depositor and the Trustee agree that the Certificate Insurer
(so long as no Certificate Insurer Default exists) may at any time during
the
continuation of any proceeding relating to a Preference Claim direct all
matters
relating to such Preference Claim, including, without limitation, (i) the
direction of any appeal of any order relating to such Preference Claim and
(ii)
the posting of any surety or performance bond pending any such appeal. In
addition and without limitation of the foregoing, the Certificate Insurer
shall
be subrogated to, and each Holder of an Class 2-A Certificate and the Trustee
hereby delegates and assigns to the Certificate Insurer, to the fullest extent
permitted by law, the rights of the Trustee and each Holder of an Class 2-A
Certificate in the conduct of any such Preference Claim, including, without
limitation, all rights of any party to any adversary proceeding or action
with
respect to any court order issued in connection with any such Preference
Claim.
(vi) The
Trustee shall, upon retirement of the Class 2-A Certificates, furnish to
the
Certificate Insurer a notice of such retirement, and, upon retirement of
the
Class 2-A Certificates and the expiration of the term of the Certificate
Guaranty Insurance Policy, surrender the Certificate Guaranty Insurance Policy
to the Certificate Insurer for cancellation.
(vii) The
Trustee will hold the Certificate Guaranty Insurance Policy in trust as agent
for the Holders of the Class 2-A Certificates for the purpose of making claims
thereon and distributing the proceeds thereof. Neither the Certificate Guaranty
Insurance Policy nor the amounts paid on the Certificate Guaranty Insurance
Policy will constitute part of the Trust Fund created by this Agreement.
Each
Holder of the Class 2-A Certificates, by accepting its Class 2-A Certificates,
appoints the Trustee as attorney in fact for the purpose of making claims
on the
Certificate Guaranty Insurance Policy.
(viii) Anything
herein to the contrary notwithstanding, any payment with respect to principal
of
or interest on the Class 2-A Certificates which is made with moneys received
pursuant to the terms of the Certificate Guaranty Insurance Policy shall
not be
considered payment of the Class 2-A Certificates from the Trust Fund. The
Depositor and the Trustee acknowledge, and each Holder by its acceptance
of a
Class 2-A Certificate agrees, that without the need for any further action
on
the part of the Certificate Insurer, the Depositor or the Trustee (a) to
the
extent the Certificate Insurer makes payments, directly or indirectly, on
account of principal of or interest on the Class 2-A Certificates to the
Holders
of such Class 2-A Certificates, the Certificate Insurer will be fully subrogated
to, and each Holder of a Class 2-A Certificate and the Trustee hereby delegate
and assign to the Certificate Insurer, to the fullest extent permitted by
law,
the rights of such Holders to receive such principal and interest from the
Trust
Fund, including, without limitation, any amounts due to the Holders of the
Class
2-A Certificates in respect of securities law violations arising from the
offer
and sale of the Class 2-A Certificates and (b) the Certificate Insurer shall
be
paid such amounts from the sources and in the manner provided herein for
the
payment of such amounts and as provided in this Agreement. The Trustee shall
cooperate in all respects with any reasonable request by the Certificate
Insurer
for action to preserve or enforce the Certificate Insurer’s rights or interests
under this Agreement without limiting the rights or affecting the interests
of
the Holders as otherwise set forth herein.
148
(ix) By
accepting its Class 2-A Certificate, each Holder of a Class 2-A Certificate
agrees that, unless a Certificate Insurer Default exists, the Certificate
Insurer shall be deemed to be the Holder of the Class 2-A Certificate for
all
purposes (other than with respect to the receipt of payment on the Class
2-A
Certificates) and shall have the right to exercise all rights (including,
without limitation, voting rights) of the Holders of the Class 2-A Certificates
under this Agreement and under the Class 2-A Certificates without any further
consent of the Holders of the Class 2-A Certificates. All notices, statement
reports, certificates or opinions required by this Agreement to be sent to
any
Holders of Class 2-A Certificates shall also be sent to the Certificate
Insurer.
Section
4.14. Collateral
Accounts
(i) The
Trustee, as Group 1 Supplemental Interest Trust Trustee is hereby directed
to
perform the obligations of the Custodian as defined under Credit Support
Annex
One (“Custodian One”).
Custodian
One shall establish Collateral Account One. Collateral Account One shall
be held
in the name of Custodian One in trust for the benefit of the Holders of the
Class 1-A, Class 1-M and Class 1-B Certificates. Collateral Account One must
be
an Eligible Account segregated from the Certificate Account and any other
moneys
of the Trustee held pursuant to this Agreement and shall be entitled “Impac
Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2006-5,
Collateral Account One, Group 1 Supplemental Interest Trust Trustee, as
Custodian One for the benefit of holders of the Class 1-A, Class 1-M and
Class
1-B Certificates.”
Custodian
One shall credit to Collateral Account One all collateral (whether in the
form
of cash or securities) posted by Wachovia Bank, N.A. to secure the obligations
of Wachovia Bank, N.A. in accordance with the terms of Credit Support Annex
One.
Custodian One shall maintain and apply all collateral and earnings thereon
on
deposit in Collateral Account One in accordance with Credit Support Annex
One.
Cash
collateral posted by Wachovia Bank, N.A. in accordance with Credit Support
Annex
One shall be invested at the written direction of Wachovia Bank, N.A. in
Permitted Investments in accordance with the requirements of Credit Support
Annex One. All amounts earned on amounts on deposit in Collateral Account
One
(whether cash collateral or securities) shall be for the account of and taxable
to Wachovia Bank, N.A. The
Trustee shall not be liable for the selection of investments or investment
losses incurred thereon.
149
Upon
the
occurrence of an Event of Default or Specified Condition (each as defined
in the
Group 1 Schedule) with respect to Wachovia Bank, N.A. or upon occurrence
or
designation of an Early Termination Date (as defined in the Group 1 Schedule)
as
a result of any such Event of Default or Specified Condition with respect
to
Wachovia Bank, N.A., and, in either such case, unless Wachovia Bank, N.A.
has
paid in full all of its Obligations (as defined in Credit Support Annex One)
that are then due, then any collateral posted by Wachovia Bank, N.A. in
accordance with the Credit Support Annex One, shall be applied by Custodian
One
to the payment of any Obligations due to Party B (as defined in Credit Support
Annex One) in accordance with Credit Support Annex One. Any excess collateral
posted by Wachovia Bank, N.A. in accordance with Credit Support Annex One
and
remaining after payment of all amounts owing to Party B shall be withdrawn
from
Collateral Account One and paid to Wachovia Bank, N.A. in accordance with
Credit
Support Annex One.
(ii) The
Trustee, as Group 2 Supplemental Interest Trust Trustee is hereby directed
to
perform the obligations of the Custodian as defined under Credit Support
Annex
Two (“Custodian Two”).
Custodian
Two shall establish Collateral Account Two. Collateral Account Two shall
be held
in the name of Custodian Two in trust for the benefit of the Holders of the
Class 2-A Certificates. Collateral Account Two must be an Eligible Account
segregated from the Certificate Account and any other moneys of the Trustee
held
pursuant to this Agreement and shall be entitled “Impac Secured Assets Corp.,
Mortgage Pass-Through Certificates, Series 2006-5, Collateral Account Two,
Group
2 Supplemental Interest Trust Trustee, as Custodian Two for the benefit of
holders of the Class 2-A Certificates.”
Custodian
Two shall credit to Collateral Account Two all collateral (whether in the
form
of cash or securities) posted by Wachovia Bank, N.A. to secure the obligations
of Wachovia Bank, N.A. in accordance with the terms of Credit Support Annex
Two.
Custodian Two shall maintain and apply all collateral and earnings thereon
on
deposit in Collateral Account Two in accordance with Credit Support Annex
Two.
Cash
collateral posted by Wachovia Bank, N.A. in accordance with Credit Support
Annex
Two shall be invested at the written direction of Wachovia Bank, N.A. in
Permitted Investments in accordance with the requirements of Credit Support
Annex Two. All amounts earned on amounts on deposit in Collateral Account
Two
(whether cash collateral or securities) shall be for the account of and taxable
to Wachovia Bank, N.A. The Trustee shall not be liable for the selection
of
investments or investment losses incurred thereon.
Upon
the
occurrence of an Event of Default or Specified Condition (each as defined
in the
Group 2 Schedule) with respect to Wachovia Bank, N.A. or upon occurrence
or
designation of an Early Termination Date (as defined in the Group 2 Schedule)
as
a result of any such Event of Default or Specified Condition with respect
to
Wachovia Bank, N.A., and, in either such case, unless Wachovia Bank, N.A.
has
paid in full all of its Obligations (as defined in Credit Support Annex Two)
that are then due, then any collateral posted by Wachovia Bank, N.A. in
accordance with Credit Support Annex Two, shall be applied by Custodian Two
to
the payment of any Obligations due to Party B (as defined in Credit Support
Annex Two) in accordance with Credit Support Annex Two. Any excess collateral
posted by Wachovia Bank, N.A. in accordance with Credit Support Annex Two
and
remaining after payment of all amounts owing to Party B shall be withdrawn
from
Collateral Account Two and paid to Wachovia Bank, N.A. in accordance with
Credit
Support Annex Two.
150
(iii) The
Trustee, as Group 1 Supplemental Interest Trust Trustee is hereby directed
to
perform the obligations of the Custodian as defined under Credit Support
Annex
Three (“Custodian Three”).
Custodian
Three shall establish Collateral Account Three. Collateral Account Three
shall
be held in the name of Custodian Three in trust for the benefit of the Holders
of the Class 1-A, Class 1-M and Class 1-B Certificates. Collateral Account
Three
must be an Eligible Account and shall be entitled “Impac Secured Assets Corp.,
Mortgage Pass-Through Certificates, Series 2006-5, Collateral Account Three,
Group 1 Supplemental Interest Trust Trustee, as Custodian Three for the benefit
of holders of the Class 1-A, Class 1-M and Class 1-B Certificates.”
Custodian
Three shall credit to Collateral Account Three all collateral (whether in
the
form of cash or securities) posted by Bank of America, N.A. to secure the
obligations of Bank of America, N.A. in accordance with the terms of Credit
Support Annex Three. Except for investment earnings, Bank of America, N.A.
shall
not have any legal, equitable or beneficial interest in Collateral Account
Three
other than in accordance with this Agreement, Credit Support Annex Three
and
applicable law. Custodian Three shall maintain and apply all collateral and
earnings thereon on deposit in Collateral Account Three in accordance with
Credit Support Annex Three.
Cash
collateral posted by Bank of America, N.A. in accordance with Credit Support
Annex Three shall be invested at the written direction of Bank of America,
N.A.
in Permitted Investments in accordance with the requirements of Credit Support
Annex Three. All amounts earned on amounts on deposit in Collateral Account
Three (whether cash collateral or securities) shall be for the account of
and
taxable to Bank of America, N.A. The Trustee shall not be liable for the
selection of investments or investment losses incurred thereon.
Upon
the
occurrence of an Event of Default or Specified Condition (each as defined
in the
Group 1 Cap Contract with Bank of America, N.A.) with respect to Bank of
America, N.A. or upon occurrence or designation of an Early Termination Date
(as
defined in the Group 1 Cap Contract with Bank of America, N.A.) as a result
of
any such Event of Default or Specified Condition with respect to Bank of
America, N.A., and, in either such case, unless Bank of America, N.A. has
paid
in full all of its Obligations (as defined in Credit Support Annex Three)
that
are then due, then any collateral posted by Bank of America, N.A. in accordance
with Credit Support Annex Three, shall be applied by Custodian Three to the
payment of any Obligations due to Party B (as defined in Credit Support Annex
Three) in accordance with Credit Support Annex Three. Any excess collateral
posted by Bank of America, N.A. in accordance with Credit Support Annex Three
and remaining after payment of all amounts owing to Party B shall be withdrawn
from Collateral Account Three and paid to Bank of America, N.A. in accordance
with Credit Support Annex Three.
151
(iv) The
Trustee, as Group 2 Supplemental Interest Trust Trustee is hereby directed
to
perform the obligations of the Custodian as defined under Credit Support
Annex
Four (“Custodian Four”).
Custodian
Four shall establish Collateral Account Four. Collateral Account Four shall
be
held in the name of Custodian Four in trust for the benefit of the Holders
of
the Class 2-A Certificates. Collateral Account Four must be an Eligible Account
and shall be entitled “Impac Secured Assets Corp., Mortgage Pass-Through
Certificates, Series 2006-5, Collateral Account Four, Group 2 Supplemental
Interest Trust Trustee, as Custodian Four for the benefit of holders of the
Class 2-A Certificates.”
Custodian
Four shall credit to Collateral Account Four all collateral (whether in the
form
of cash or securities) posted by Bear Xxxxxxx Financial Products Inc. to
secure
the obligations of Bear Xxxxxxx Financial Products Inc. in accordance with
the
terms of Credit Support Annex Four. Except for investment earnings, Bear
Xxxxxxx
Financial Products Inc. shall not have any legal, equitable or beneficial
interest in Collateral Account Four other than in accordance with this
Agreement, Credit Support Annex Four and applicable law. Custodian Four shall
maintain and apply all collateral and earnings thereon on deposit in Collateral
Account Four in accordance with Credit Support Annex Four.
Cash
collateral posted by Bear Xxxxxxx Financial Products Inc. in accordance with
Credit Support Annex Four shall be invested at the written direction of Bear
Xxxxxxx Financial Products Inc. in Permitted Investments in accordance with
the
requirements of Credit Support Annex Four. All amounts earned on amounts
on
deposit in Collateral Account Four (whether cash collateral or securities)
shall
be for the account of and taxable to Bear Xxxxxxx Financial Products Inc.
The
Trustee shall not be liable for the selection of investments or investment
losses incurred thereon.
Upon
the
occurrence of an Event of Default or Specified Condition (each as defined
in the
Group 2 Cap Contract with Bear Xxxxxxx Financial Products Inc.) with respect
to
Bear Xxxxxxx Financial Products Inc. or upon occurrence or designation of
an
Early Termination Date (as defined in the Group 2 Cap Contract with Bear
Xxxxxxx
Financial Products Inc.) as a result of any such Event of Default or Specified
Condition with respect to Bear Xxxxxxx Financial Products Inc., and, in either
such case, unless Bear Xxxxxxx Financial Products Inc. has paid in full all
of
its Obligations (as defined in Credit Support Annex Three) that are then
due,
then any collateral posted by Bear Xxxxxxx Financial Products Inc. in accordance
with Credit Support Annex Four, shall be applied by Custodian Four to the
payment of any Obligations due to Party B (as defined in Credit Support Annex
Four) in accordance with Credit Support Annex Four. Any excess collateral
posted
by Bear Xxxxxxx Financial Products Inc. in accordance with Credit Support
Annex
Four and remaining after payment of all amounts owing to Party B shall be
withdrawn from Collateral Account Four and paid to Bear Xxxxxxx Financial
Products Inc. in accordance with Credit Support Annex Four.
152
ARTICLE
V
THE
CERTIFICATES
Section
5.01. The
Certificates.
(a) The
Certificates will be substantially in the respective forms annexed hereto
as
Exhibits A and B-1 through B-4. The Certificates will be issuable in registered
form only. The Certificates (other than the Class P, Class C and Class R
Certificates) will be issued in minimum denominations of $25,000 Initial
Certificate Principal Balance and integral multiples of $1 in excess thereof.
The Class C Certificates will be issued in minimum denominations of $1.00
Initial Notional Amount and integral multiples of $1.00 in excess thereof.
The
Class P Certificates and the Class R Certificates will each be issuable in
minimum denominations of any Percentage Interest representing 10.00% and
multiples of 0.01% in excess thereof.
Upon
original issue, the Certificates shall, upon the written request of the
Depositor executed by an officer of the Depositor, be executed and delivered
by
the Trustee, authenticated by the Trustee and delivered to or upon the order
of
the Depositor upon receipt by the Trustee of the documents specified in Section
2.01. The Certificates shall be executed by manual or facsimile signature
on
behalf of the Trustee in its capacity as trustee hereunder by a Responsible
Officer. Certificates bearing the manual or facsimile signatures of individuals
who were at the time they signed the proper officers of the Trustee shall
bind
the Trustee, notwithstanding that such individuals or any of them have ceased
to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by
the
Trustee by manual signature, and such certificate upon any Certificate shall
be
conclusive evidence, and the only evidence, that such Certificate has been
duly
authenticated and delivered hereunder. All Certificates issued on the Closing
Date shall be dated the Closing Date and any Certificates delivered thereafter
shall be dated the date of their authentication.
(b) The
Class
A Certificates and the Subordinate Certificates shall initially be issued
as one
or more Certificates registered in the name of the Depository or its nominee
and, except as provided below, registration of such Certificates may not
be
transferred by the Trustee except to another Depository that agrees to hold
such
Certificates for the respective Certificate Owners with Ownership Interests
therein. The Certificate Owners shall hold their respective Ownership Interests
in and to each of such Book-Entry Certificates through the book-entry facilities
of the Depository and, except as provided below, shall not be entitled to
Definitive Certificates in respect of such Ownership Interests. All transfers
by
Certificate Owners of their respective Ownership Interests in the 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 transfer the Ownership Interests only in
the
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. The Trustee shall not be required to monitor, determine or inquire
as to compliance with the transfer restrictions with respect to the Book-Entry
Certificates, and the Trustee shall have no liability for transfers of Ownership
Interests in the Book Entry Certificates made through the book-entry facilities
of the Depositary or between or among Depositary Participants or Certificate
Owners, made in violation of the applicable restrictions.
153
The
Trustee, the Master Servicer and the Depositor may for all purposes (including
the making of payments due on the respective Classes of Book-Entry Certificates)
deal with the Depository as the authorized representative of the Certificate
Owners with respect to the respective Classes of Book-Entry Certificates
for the
purposes of exercising the rights of Certificateholders hereunder. The rights
of
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates shall be limited to those established by law and agreements
between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from,
and
votes of, the Depository as Holder of any Class of Book-Entry Certificates
with
respect to any particular matter shall not be deemed inconsistent if they
are
made with respect to different Certificate Owners. The Trustee may establish
a
reasonable record date in connection with solicitations of consents from
or
voting by Certificateholders and shall give notice to the Depository of such
record date.
If
(i)(A)
the Depositor advises the Trustee in writing that the Depository is no longer
willing or able to properly discharge its responsibilities as Depository
and (B)
the Depositor is unable to locate a qualified successor or (ii) the Depositor
at
its option advises the Trustee in writing that it elects to terminate the
book-entry system through the Depository, the Trustee shall notify all
Certificate Owners, through the Depository, of the occurrence of any such
event
and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by registration instructions
from
the Depository for registration of transfer, the Trustee shall, at the expense
of the Depositor, issue the Definitive Certificates. Neither the Depositor,
the
Master Servicer nor the Trustee shall be liable for any actions taken by
the
Depository or its nominee, including, without limitation, any delay in delivery
of such instructions and may conclusively rely on, and shall be protected
in
relying on, such instructions. Upon the issuance of Definitive Certificates
the
Trustee and the Master Servicer shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.
(c) Each
Certificate is intended to be a “security” governed by Article 8 of the Uniform
Commercial Code as in effect in the State of New York and any other applicable
jurisdiction, to the extent that any of such laws may be
applicable.
Section
5.02. Registration
of Transfer and Exchange of Certificates.
(a) The
Trustee shall maintain 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.
(b) Except
as
provided in Section 5.02(c), no transfer, sale, pledge or other disposition
of a
Class P, Class C or Class R Certificate shall be made unless such transfer,
sale, pledge or other disposition is exempt from the registration requirements
of the Securities Act of 1933, as amended (the “Act”), and any applicable state
securities laws or is made in accordance with said Act and laws. In the event
that a transfer of a Class P, Class C or Class R Certificate is to be made
under
this Section 5.02(b), (i) the Trustee shall require an Opinion of Counsel
acceptable to and in form and substance satisfactory to the Trustee that
such
transfer shall be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not be an expense
of the Trustee, the Depositor or the Master Servicer, provided that such
Opinion
of Counsel will not be required in connection with the initial transfer of
any
such Certificate by the Depositor or any affiliate thereof, to a non-affiliate
of the Depositor and (ii) the Trustee shall require the transferee to execute
a
representation letter, substantially in the form of Exhibit G-1 hereto, and
the
Trustee shall require the transferor to execute a representation letter,
substantially in the form of Exhibit G-2 hereto, each acceptable to and in
form
and substance satisfactory to the Trustee certifying to the Depositor and
the
Trustee the facts surrounding such transfer, which representation letters
shall
not be an expense of the Trustee, the Depositor or the Master Servicer;
provided,
however,
that
such representation letters will not be required in connection with any transfer
of any such Certificate by the Depositor to an affiliate of the Depositor
and
the Trustee shall be entitled to conclusively rely upon a representation
(which,
upon the request of the Trustee, shall be a written representation) from
the
Depositor of the status of such transferee as an affiliate of the Depositor.
Any
such Certificateholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Depositor and the Master Servicer against
any liability that may result if the transfer is not so exempt or is not
made in
accordance with such applicable federal and state laws.
154
No
transfer of any Class C Certificate shall be made unless the proposed transferee
of such Class C Certificate (1) provides to the Trustee the appropriate tax
certification forms that would eliminate any withholding or deduction for
taxes
from amounts payable by the related Swap Provider, pursuant to the related
Interest Rate Swap Agreement, and by the related Cap Counterparties, pursuant
to
the related Cap Contacts, to the related Supplemental Interest Trust (i.e.,
IRS
Form W-9 or IRS Form X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or
any
successor form thereto), together with any applicable attachments) and (2)
agrees to update such forms (i) upon expiration of any such forms, (ii) as
required under then applicable U.S. Treasury regulations and (iii) promptly
upon
learning that such forms have become obsolete or incorrect, each as a condition
to such transfer. In
addition, no transfer of any Class C Certificate shall be made if such transfer
would cause the related Supplemental Interest Trust to be beneficially owned
by
two or more persons for federal income tax purposes, or continue to be so
treated, unless (i) each proposed transferee of such Class C Certificate
complies with the foregoing conditions, (ii) the proposed majority holder
of the
Class C Certificates (or each holder, if there is or would be no majority
holder) (A) provides, or causes to be provided, on behalf of the related
Supplemental Interest Trust, if applicable, to the Trustee, the appropriate
tax
certification forms that would be required from the related Supplemental
Interest Trust to eliminate any withholding or deduction for taxes from amounts
payable by the related Swap Provider, pursuant to the related Interest Rate
Swap
Agreement, and by the related Cap Counterparties, pursuant to the related
Cap
Contacts, to the related Supplemental Interest Trust (i.e., IRS Form W-9
or IRS
Form X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor form
thereto), together with any applicable attachments) and (B) agrees to update
such forms (x) upon expiration of any such forms, (y) as required under then
applicable U.S. Treasury regulations and (z) promptly upon learning that
such
forms have become obsolete or incorrect. If, under applicable U.S. Treasury
regulations, such tax certification forms may only be signed by a trustee
acting
on behalf of the related Supplemental Interest Trust, then the Trustee, as
the
related Supplemental Interest Trust Trustee, shall sign such certification
forms
if so directed by a Holder of the related Class C Certificates. Upon receipt
of
any such tax certification forms from a transferee of any Class C Certificate,
the Trustee, as the related Supplemental Interest Trust Trustee, shall forward
a
copy of such tax certification forms provided to it to the related Swap Provider
and related Cap Counterparties. Each Holder of a Class C Certificate and
each
transferee thereof shall be deemed to have consented to the Trustee forwarding
to the related Swap Provider and related Cap Counterparties any tax
certification form it has provided and updated in accordance with these transfer
restrictions.
Any
purported sales or transfers of any Class C Certificate to a transferee which
does not comply with the requirements of this paragraph shall be deemed null
and
void under this Agreement.
155
The
Trustee shall not be liable for the content or truthfulness of any such tax
certification forms provided to it. The Trustee shall only be required to
forward any tax certification forms received by it to the related Swap Provider
and related
Cap
Counterparties at the last known address provided to it, and shall not be
liable
for the receipt of such tax certification forms by the related Swap Provider
or
the related Cap Counterparties, nor any failure of the related Swap Provider
or
related Cap Counterparties to process such forms or to take any action as
required under the respective related Interest Rate Swap Agreement or related
Cap Contract, or under applicable law. The Trustee shall have no duty to
take
action to correct any misstatement or omission in any tax certification forms
provided to it and forwarded to the related Swap Provider and related Cap
Counterparties.
(c) Notwithstanding
the requirements of Section 5.02(b), transfers of Class
1-P, Class 2-P, Class 1-C, Class 2-C and Class R
Certificates may be made in accordance with this Section 5.02(c) if the
prospective transferee of a Certificate provides the Trustee and the Depositor
with an investment letter substantially in the form of Exhibit G-3 attached
hereto, which investment letter shall not be an expense of the Trustee, the
Depositor or the Master Servicer, and which investment letter states that,
among
other things, such transferee is a “qualified institutional buyer” as defined
under Rule 144A. Such transfers shall be deemed to have complied with the
requirements of Section 5.02(b) hereof; provided,
however,
that no
Transfer of any of the Class 1-P, Class 2-P, Class 1-C, Class 2-C and Class
R
Certificates may be made pursuant to this Section 5.02(c) by the Depositor.
Any
such Certificateholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Depositor and the Master Servicer against
any liability that may result if the transfer is not so exempt or is not
made in
accordance with such applicable federal and state laws.
The
Trustee shall require an Opinion of Counsel, on which the Trustee, Depositor
and
Master Servicer may rely, from a prospective transferee prior to the transfer
of
any Class 1-P, Class 2-P, Class 1-C, Class 2-C and Class R Certificate to
any
employee benefit plan or other retirement arrangement, including individual
retirement accounts and Xxxxx plans, that is subject to the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Code
(any of the foregoing, a “Plan”), to a trustee or other Person acting on behalf
of any Plan, or to any other person who is using “plan assets” of any Plan to
effect such acquisition (including any insurance company using funds in its
general or separate accounts that may constitute “plan assets”). Such Opinion of
Counsel must establish to the satisfaction of the Trustee that such transfer
is
permissible under applicable law, will not constitute or result in a prohibited
transaction under Section 406 of ERISA and Section 4975 of the Code, and
will
not subject the Trustee, the Master Servicer or the Depositor to any obligation
in addition to those undertaken in this Agreement. Neither the Depositor,
the
Master Servicer nor the Trustee, will be required to obtain such Opinion
of
Counsel on behalf of any prospective transferee.
156
Prior
to
the termination of a Supplemental Interest Trust, each beneficial owner of
a
related Offered Certificate or any interest therein, shall be deemed to have
represented, by virtue of its acquisition or holding of the Offered Certificate,
or interest therein, that either (i) it is not a Plan or (ii) (A) it is an
accredited investor within the meaning of Prohibited Transaction Exemption
2002-41 (the “Exemption”) and (B) the acquisition and holding of such
Certificate and the separate right to receive payments from the Supplemental
Interest Trust are eligible for the exemptive relief available under one
of
Prohibited Transaction Class Exemption (“PTCE”) 84-14, 91-38, 95-60, 90-1 or
96-23.
Each
beneficial owner of a Subordinate Certificate or any interest therein which
is
acquired subsequent to the termination of the related Supplemental Interest
Trust shall be deemed to have represented, by virtue of its acquisition or
holding of that Certificate or interest therein, that either (i) it is not
a
Plan or a trustee or other Person acting on behalf of a Plan or using “plan
assets” of a Plan to effect such acquisition (including any insurance company
using funds in its general or separate accounts that may constitute “plan
assets”), (ii) it has acquired and is holding such Certificate in reliance on
the Exemption, and that it understands that there are certain conditions
to the
availability of the Exemption, including that the Certificate must be rated,
at
the time of purchase, not lower than “BBB-” (or its equivalent) by Standard
& Poor’s, Fitch Ratings, Inc. or Xxxxx’x, and the Certificate is so rated or
(iii) (1) it is an insurance company, (2) the source of funds used to acquire
or
hold the Certificate or interest therein is an “insurance company general
account,” as such term is defined in PTCE 95-60, and (3) the conditions in
Sections I and III of PTCE 95-60 have been satisfied.
(d) [Reserved]
(e) (i)
Each
Person who has or who acquires any Ownership Interest in a Class R Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions and to have irrevocably
authorized the Trustee or its designee under clause (iii)(A) below to deliver
payments to a Person other than such Person and to negotiate the terms of
any
mandatory sale under clause (iii)(B) below and to execute all instruments
of
transfer and to do all other things necessary in connection with any such
sale.
The rights of each Person acquiring any Ownership Interest in a Class R
Certificate are expressly subject to the following provisions:
(A) Each
Person holding or acquiring any Ownership Interest in a Class 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.
(B) In
connection with any proposed Transfer of any Ownership Interest in a Class
R
Certificate, the Trustee shall require delivery to it, and shall not register
the Transfer of any Class R Certificate until its receipt, of (I) an affidavit
and agreement (a “Transfer Affidavit and Agreement” in the form attached hereto
as Exhibit G-5) from the proposed Transferee, in form and substance satisfactory
to the Trustee representing and warranting, among other things, that it is
a
Permitted Transferee, that it is not acquiring its Ownership Interest in
the
Class R Certificate that is the subject of the proposed Transfer as a nominee,
trustee or agent for any Person who is not a Permitted Transferee, that for
so
long as it retains its Ownership Interest in a Class R Certificate, it will
endeavor to remain a Permitted Transferee, and that it has reviewed the
provisions of this Section 5.02 and agrees to be bound by them, and (II)
a
certificate, in the form attached hereto as Exhibit G-4, from the Holder
wishing
to transfer the Class R Certificate, in form and substance satisfactory to
the
Trustee representing and warranting, among other things, that no purpose
of the
proposed Transfer is to impede the assessment or collection of tax and that
it
has no knowledge that the proposed transferee is not a Permitted
Transferee.
157
(C) Notwithstanding
the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
under clause (B) above, if a Responsible Officer of the Trustee assigned
to this
transaction has actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Class R Certificate
to
such proposed Transferee shall be effected.
(D) Each
Person holding or acquiring any Ownership Interest in a Class R Certificate
shall agree (x) to require a Transfer Affidavit and Agreement from any other
Person to whom such Person attempts to transfer its Ownership Interest in
a
Class R Certificate and (y) not to transfer its Ownership Interest unless
it
provides a certificate to the Trustee in the form attached hereto as Exhibit
G-4.
(E) Each
Person holding or acquiring an Ownership Interest in a Class R Certificate,
by
purchasing an Ownership Interest in such Certificate, agrees to give the
Trustee
written notice that it is a “pass-through interest holder” within the meaning of
Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring an Ownership Interest in a Class R Certificate, if it is “a
pass-through interest holder”, or is holding an Ownership Interest in a Class R
Certificate on behalf of a “pass-through interest holder.”
(ii) The
Trustee will register the Transfer of any Class R Certificate only if it
shall
have received the Transfer Affidavit and Agreement in the form attached hereto
as Exhibit G-5, a certificate of the Holder requesting such transfer in the
form
attached hereto as Exhibit G-4 and all of such other documents as shall have
been reasonably required by the Trustee as a condition to such registration.
Transfers of the Class R Certificates other than to Permitted Transferees
are
prohibited.
(iii) (A)
If
any Person other than a Permitted Transferee shall become a Holder of a Class
R
Certificate, then the last preceding Permitted Transferee shall be restored,
to
the extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class R
Certificate. If a transfer of a Class R Certificate is disregarded pursuant
to
the provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3,
then the last preceding Permitted Transferee shall be restored, to the extent
permitted by law, to all rights and obligations as Holder thereof retroactive
to
the date of registration of such transfer of such Class R Certificate. The
prior
Holder shall be entitled to recover from any purported Holder of a Class
R
Certificate that was in fact not a Permitted Transferee under this Section
5.05(b) at the time it became a Holder all payments made on such Class R
Certificate. Each Holder of a Class R Certificate, by acceptance thereof,
shall
be deemed for all purposes to have consented to the provisions of this clause
(b) and to any amendment of this Agreement deemed necessary (whether as a
result
of new legislation or otherwise) by counsel of the Depositor to ensure that
the
Class R Certificates are not transferred to any Person who is not a Permitted
Transferee and that any transfer of such Class R Certificates will not cause
the
imposition of a tax upon the Trust or cause any such REMIC to fail to qualify
as
a REMIC. Neither the Trustee nor the Trustee shall be under any liability
to any
Person for any registration of Transfer of a Class R Certificate that is
in fact
not permitted by this Section 5.02 or for making any payments due on such
Certificate to the Holder thereof or for taking any other action with respect
to
such Holder under the provisions of this Agreement.
158
(B)
If
any purported Transferee shall become a Holder of a Class R Certificate in
violation of the restrictions in this Section 5.02 and to the extent that
the
retroactive restoration of the rights of the Holder of such Class R Certificate
as described in clause (iii)(A) above shall be invalid, illegal or
unenforceable, then the Trustee shall have the right, without notice to the
Holder or any prior Holder of such Class R Certificate, to sell such Class
R
Certificate to a purchaser selected by the Trustee on such terms as the Trustee
may choose. Such purported Transferee shall promptly endorse and deliver
each
Class R Certificate in accordance with the instructions of the Trustee. Such
purchaser may be the Trustee itself. The proceeds of such sale, net of the
commissions (which may include commissions payable to the Trustee), expenses
and
taxes due, if any, will be remitted by the Trustee to such purported Transferee.
The terms and conditions of any sale under this clause (iii)(B) shall be
determined in the sole discretion of the Trustee, and the Trustee shall not
be
liable to any Person having an Ownership Interest in a Class R Certificate
as a
result of its exercise of such discretion.
(a) The
Trustee shall make available to the Internal Revenue Service and those Persons
specified by the REMIC Provisions, all information necessary to compute any
tax
imposed (A) as a result of the transfer of an ownership interest in a Class
R
Certificate to any Person who is a Disqualified Organization, including the
information regarding “excess inclusions” of such Class R Certificates required
to be provided to the Internal Revenue Service and certain Persons as described
in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B)
as a
result of any regulated investment company, real estate investment trust,
common
trust fund, partnership, trust, estate or organization described in Section
1381
of the Code that holds an Ownership Interest in a Class R Certificate having
as
among its record Holders at any time any Person who is a Disqualified
Organization. The Trustee may charge and shall be entitled to reasonable
compensation for providing such information as may be required from those
Persons which may have had a tax imposed upon them as specified in clauses
(A)
and (B) of this paragraph for providing such information.
(F) Subject
to the preceding paragraphs, upon surrender for registration of transfer
of any
Certificate at the office of the Trustee maintained for such purpose, the
Trustee shall execute and the Trustee shall authenticate and deliver, in
the
name of the designated transferee or transferees, one or more new Certificates
of the same Class of a like aggregate Percentage Interest. Every Certificate
surrendered for transfer shall be accompanied by notification of the account
of
the designated transferee or transferees for the purpose of receiving
distributions pursuant to Section 4.01 by wire transfer, if any such transferee
desires and is eligible for distribution by wire transfer.
159
(G) At
the
option of the Certificateholders, Certificates may be exchanged for other
Certificates of authorized denominations of the same Class of a like aggregate
Percentage Interest, upon surrender of the Certificates to be exchanged at
the
office of the Trustee. Whenever any Certificates are so surrendered for exchange
the Trustee shall execute, 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) be duly endorsed by, or be accompanied by a written instrument of
transfer in the form satisfactory to the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing. In addition, with respect
to
each Class R Certificate, the Holder thereof may exchange, in the manner
described above, such Class R Certificate for four separate Certificates,
each
representing such Holder's respective Percentage Interest in the Class R-1
Interest, the Class R-2 Interest, the Class R-3 Interest and Class R-4 Interest,
respectively, in each case that was evidenced by the Class R Certificate
being
exchanged.
(H) No
service charge shall be made to the Certificateholders for any transfer or
exchange of Certificates, 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.
(I) All
Certificates surrendered for transfer and exchange shall be canceled and
retained by the Trustee in accordance with the Trustee’s standard
procedures.
Section
5.03. Mutilated,
Destroyed, Lost or Stolen Certificates.
If
(i)
any mutilated Certificate is surrendered to the Trustee and the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee such security or
indemnity as may be required by it to save it harmless, then, in the absence
of
notice to the Trustee that such Certificate has been acquired by a bona fide
purchaser, the Trustee shall execute, authenticate and deliver, in exchange
for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate,
a new
Certificate of the same Class and Percentage Interest. 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) connected therewith. Any replacement Certificate issued pursuant
to
this Section shall constitute complete and indefeasible evidence of ownership
in
the Trust Fund, as if originally issued, whether or not the lost, stolen
or
destroyed Certificate shall be found at any time.
Section
5.04. Persons
Deemed Owners.
The
Depositor, the Master Servicer, the Trustee and any agent of any of them
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
4.01 and for all other purposes whatsoever, and neither the Depositor, the
Master Servicer, the Trustee nor any agent of any of them shall be affected
by
notice to the contrary.
160
Section
5.05. Rule
144A
Information.
For
so
long as any Class P, Class C and Class R are outstanding and are “restricted
securities” within the meaning of Rule 144(a)(3) of the Securities Act, (1) the
Depositor will provide or cause to be provided to any Holder of such
Certificates and any prospective purchaser thereof designated by such a Holder,
upon the request of such Holder or prospective purchaser, the information
required to be provided to such Holder or prospective purchaser by Rule
144A(d)(4) under the Securities Act; and (2) the Depositor shall update such
information from time to time in order to prevent such information from becoming
false and misleading and will take such other actions as are necessary to
ensure
that the safe harbor exemption from the registration requirements of the
Securities Act under Rule 144A is and will be available for resales of such
Certificates conducted in accordance with Rule 144A. The Master Servicer
shall
cooperate with the Depositor and furnish the Depositor such information in
the
Master Servicer's possession as the Depositor may reasonably
request.
161
ARTICLE
VI
THE
DEPOSITOR AND THE MASTER SERVICER
Section
6.01. Liability
of the Depositor and the Master Servicer.
The
Depositor and the Master Servicer each shall be liable in accordance herewith
only to the extent of the obligations specifically imposed upon and undertaken
by the Depositor and the Master Servicer herein. Only the Master Servicer,
any
successor Master Servicer or the Trustee acting as Master Servicer shall
be
liable with respect to the servicing of the Mortgage Loans and the REO Property
for actions taken by any such Person in contravention of the Master Servicer's
duties hereunder.
Section
6.02. Merger,
Consolidation or Conversion of the Depositor or the Master
Servicer.
The
Depositor and the Master Servicer each will keep in full effect its existence,
rights and franchises as a corporation under the laws of the state of its
incorporation, and each will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage
Loans
and to perform its respective duties under this Agreement.
Any
Person into which the Depositor or the Master Servicer may be merged,
consolidated or converted, or any corporation resulting from any merger or
consolidation to which the Depositor or the Master Servicer shall be a party,
or
any Person succeeding to the business of the Depositor or the Master Servicer,
shall be the successor of the Depositor or the Master Servicer, as the case
may
be, hereunder, without the execution or filing of any paper or any further
act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person
to
the Master Servicer shall be qualified to sell mortgage loans to and service
mortgage loans for Xxxxxx Mae or Xxxxxxx Mac.
Section
6.03. Limitation
on Liability of the Depositor, the Master Servicer and Others.
Neither
the Depositor, the Master Servicer nor any of the directors, officers, employees
or agents of the Depositor or the Master Servicer shall be under any liability
to the Trust Fund 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 or the Master Servicer (but this provision
shall
protect the above described persons) against any breach of warranties or
representations made herein, or against any specific liability imposed on
the
Master Servicer pursuant to Section 3.01 or any other Section hereof; and
provided further that this provision shall not protect the Depositor, the
Master
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 Depositor, the Master Servicer and any director, officer,
employee or agent of the Depositor or the Master Servicer may rely in good
faith
on any document of any kind prima
facie
properly
executed and submitted by any Person respecting any matters arising hereunder.
The Depositor, the Master Servicer and any director, officer, employee or
agent
of the Depositor or the Master Servicer shall be indemnified and held harmless
by the Trust Fund against any loss, liability or expense incurred in connection
with any legal action relating to this Agreement or the Certificates (including
reasonable legal fees and disbursements of counsel), other than (a) any loss,
liability or expense related to Master Servicer's servicing obligations with
respect to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) or related to the Master Servicer's obligations under Section
3.01,
or (b) 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
the
Depositor nor the Master Servicer shall be under any obligation to appear
in,
prosecute or defend any legal action which is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided,
however,
that
the Depositor or the Master Servicer may in its sole discretion undertake
any
such action which it may deem necessary or desirable with respect to this
Agreement and the rights and duties of the parties hereto and the interests
of
the Certificateholders hereunder. In such event, the legal expenses and costs
of
such action and any liability resulting therefrom (except any action or
liability related to the Master Servicer's obligations under Section 3.01)
shall
be expenses, costs and liabilities of the Trust Fund, and the Depositor and
the
Master Servicer shall be entitled to be reimbursed therefor from the Certificate
Account as provided in Section 3.11, any such right of reimbursement being
prior
to the rights of Certificateholders to receive any amount in the Certificate
Account.
162
Section
6.04. Limitation
on Resignation of the Master Servicer.
The
Master Servicer shall not resign from the obligations and duties hereby imposed
on it except (a) upon appointment of a successor servicer reasonably acceptable
to the Trustee and the Certificate Insurer upon receipt by the Trustee and
Certificate Insurer (unless an Insurer Default has occurred and is continuing)
of a letter from each Rating Agency (obtained by the Master Servicer and
at its
expense) that such a resignation and appointment will not, in and of itself,
result in a downgrading of the Certificates without taking the Certificate
Guaranty Insurance Policy into account or (b) upon determination that its
duties
hereunder are no longer permissible under applicable law. Any such determination
permitting the resignation of the Master Servicer shall be evidenced by an
Opinion of Counsel (at the expense of the resigning Master Servicer) to such
effect delivered to the Trustee and the Certificate Insurer. No such resignation
shall become effective until the Trustee or a successor servicer shall have
assumed the Master Servicer's responsibilities, duties, liabilities and
obligations hereunder.
163
Section
6.05. Sale
and
Assignment of Master Servicing.
The
Master Servicer may sell and assign its rights and delegate its duties and
obligations in their entirety as Master Servicer under this Agreement;
provided,
however,
that:
(i) the purchaser or transferee accepting such assignment and delegation
(a)
shall be a Person which shall be qualified to service mortgage loans for
Xxxxxx
Xxx or Xxxxxxx Mac; (b) shall, in the case of successor master servicers
only,
have a net worth of not less than $10,000,000 (unless otherwise approved
by each
Rating Agency pursuant to clause (ii) below); (c) shall be reasonably
satisfactory to the Trustee and the Certificate Insurer (unless an Insurer
Default has occurred and is continuing) (as evidenced in a writing signed
by the
Trustee and the Certificate Insurer) as having a comparable servicing ability
to
that of the Master Servicer on the Closing Date; (d) shall execute and deliver
to the Trustee and the Certificate Insurer an agreement, in form and substance
reasonably satisfactory to the Trustee and the Certificate Insurer, which
contains an assumption by such Person of the due and punctual performance
and
observance of each covenant and condition to be performed or observed by
it as
master servicer under this Agreement and any custodial agreement, from and
after
the effective date of such agreement; (ii) each Rating Agency shall be given
prior written notice of the identity of the proposed successor to the Master
Servicer and each Rating Agency's rating of the Certificates in effect
immediately prior to such assignment, sale and delegation will not be downgraded
or withdrawn as a result of such assignment, sale and delegation without
taking
the Certificate Guaranty Insurance Policy into account, as evidenced by a
letter
to such effect obtained by the Master Servicer at its expense and delivered
to
the Trustee; and (iii) the Master Servicer assigning and selling the master
servicing shall deliver to the Trustee an Officer's Certificate and an Opinion
of Counsel (at the expense of the Master Servicer), each stating that all
conditions precedent to such action under this Agreement have been completed
and
such action is permitted by and complies with the terms of this Agreement.
No
such assignment or delegation shall affect any liability of the Master Servicer
arising prior to the effective date thereof.
164
ARTICLE
VII
DEFAULT
Section
7.01. Events
of
Default.
“Event
of
Default”, wherever used herein, means any one of the following
events:
(i) any
failure by the Master Servicer to deposit into the Certificate Account on
each
Certificate Account Deposit Date the amounts required to be deposited therein
(other than an Advance) under the terms of this Agreement which continues
unremedied for two (2) Business Days after such amount was required to be
remitted; or
(ii) any
failure on the part of the Master Servicer duly to observe or perform in
any
material respect any other of the covenants or agreements on the part of
the
Master Servicer contained in the Certificates or in this Agreement (including
any breach of the Master Servicer's representations and warranties pursuant
to
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders) which continues unremedied for a period of 60 days after
the
date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer by the Trustee or the Certificate
Insurer, or to the Master Servicer, the Certificate Insurer and the Trustee
by
the Holders of Certificates entitled to at least 25% of the Voting Rights;
or
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
in an
involuntary case under any present or future federal or state bankruptcy,
insolvency or similar law or the appointment of a conservator or receiver
or
liquidator in any insolvency, readjustment of debt, marshaling of assets
and
liabilities or similar proceedings, or for the winding-up or liquidation
of its
affairs, shall have been entered against the Master Servicer and such decree
or
order shall have remained in force undischarged or unstayed for a period
of 60
consecutive days; or
(iv) the
Master Servicer shall consent to the appointment of a conservator or receiver
or
liquidator in any insolvency, readjustment of debt, marshaling of assets
and
liabilities or similar proceedings of or relating to the Master Servicer
or of
or relating to all or substantially all of its property; or
(v) the
Master Servicer shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of or otherwise
voluntarily commence a case or proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar statute, make an assignment for
the
benefit of its creditors, or voluntarily suspend payment of its obligations;
or
(vi) the
Master Servicer shall fail to deposit in the Certificate Account on any
Certificate Account Deposit Date an amount equal to any required Advance
which
continues unremedied for the earlier of (a) a period of two (2) Business
Days or
(b) the Business Day immediately preceding the Distribution Date.
165
If
an
Event of Default described in clauses (i) - (v) of this Section shall occur,
then, and in each and every such case, so long as such Event of Default shall
not have been remedied, the Trustee, the Certificate Insurer (unless an Insurer
Default has occurred and is continuing) or the Holders of Certificates entitled
to at least 51% of the Voting Rights (with the consent of the Certificate
Insurer), by notice in writing to the Master Servicer and the Swap Provider
(and
to the Trustee if given by such Holders of Certificates), with a copy to
the
Rating Agencies, may terminate all of the rights and obligations (but not
the
liabilities) of the Master Servicer under this Agreement and in and to the
Trust
Fund, other than its rights as a Certificateholder hereunder; provided,
however,
that
the successor to the Master Servicer appointed pursuant to Section 7.02 shall
have accepted the duties of Master Servicer effective upon the resignation
or
termination of the Master Servicer. If an Event of Default described in clause
(vi) hereof shall occur, the Trustee, as applicable, shall, by notice to
the
Master Servicer, the Certificate Insurer and the Depositor, terminate all
of the
rights and obligations of the Master Servicer under this Agreement and in
and to
the Trust Fund, other than its rights as a Certificateholder hereunder;
provided,
however,
that if
the Trustee, as applicable, determines (in its sole discretion) that the
failure
by the Master Servicer to make any required Advance was due to circumstances
beyond its control, and the required Advance was otherwise made, the Trustee,
as
applicable, shall not terminate the Master Servicer. On or after the receipt
by
the Master Servicer of such notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates (other
than as a Holder thereof) or the Mortgage Loans or otherwise, shall pass
to and
be vested in the Trustee pursuant to and under this Section, and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any
and all documents and other instruments, and to do or accomplish all other
acts
or things necessary or appropriate to effect the purposes of such notice
of
termination, whether to complete the transfer and endorsement or assignment
of
the Mortgage Loans and related documents, or otherwise at the expense of
the
Master Servicer. The Master Servicer agrees to cooperate with (and pay any
related costs and expenses of) the Trustee in effecting the termination of
the
Master Servicer's responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee or the successor Master Servicer
for
administration by it of (i) the property and amounts which are then or should
be
part of the Trust Fund or which thereafter become part of the Trust Fund;
(ii)
originals or copies of all documents of the Master Servicer reasonably requested
by the Trustee to enable it to assume the Master Servicer's duties thereunder;
(iii) the rights and obligations of the Master Servicer under the Sub-Servicing
Agreements with respect to the Mortgage Loans; and (iv) all cash amounts
which
shall at the time be deposited by the Master Servicer or should have been
deposited to the Custodial or the Certificate Account or thereafter be received
with respect to the Mortgage Loans. The Trustee shall not be deemed to have
breached any obligation hereunder as a result of a failure to make or delay
in
making any distribution as and when required hereunder caused by the failure
of
the Master Servicer to remit any amounts received by it or to deliver any
documents held by it with respect to the Mortgage Loans. For purposes of
this
Section 7.01, the Trustee shall not be deemed to have knowledge of an Event
of
Default unless a Responsible Officer of the Trustee has actual knowledge
thereof
or unless notice of any event which is in fact such an Event of Default is
received by the Trustee as provided in Section 11.05 and such notice references
the Certificates, the Trust Fund or this Agreement.
166
Section
7.02. Trustee
to Act; Appointment of Successor.
Within
90
days of the time the Master Servicer receives a notice of termination pursuant
to Section 7.01(i) - (v), the Trustee or its appointed agent shall be the
successor in all respects to the Master Servicer in its capacity as Master
Servicer under this Agreement and the transactions set forth or provided
for
herein and shall be subject thereafter to all the responsibilities, duties
and
liabilities relating thereto placed on the Master Servicer including the
obligation to make Advances which have been or will be required to be made
(except for the responsibilities, duties and liabilities contained in Section
2.03 and its obligations to deposit amounts in respect of losses pursuant
to
Section 3.12 and 4.01(r)) by the terms and provisions hereof; and provided
further, that any failure to perform such duties or responsibilities caused
by
the Master Servicer's failure to provide information required by Section
4.03
shall not be considered a default by the Trustee hereunder. As compensation
therefor, the Trustee shall be entitled to all funds relating to the Mortgage
Loans which the Master Servicer would have been entitled to charge to the
Custodial Account if the Master Servicer had continued to act hereunder.
If the
Trustee has become the successor to the Master Servicer in accordance with
Section 6.04 or Section 7.02, then notwithstanding the above, if the Trustee
shall be unwilling to so act, or shall be unable to so act, the Trustee may
appoint, or petition a court of competent jurisdiction or appoint, any
established housing and home finance institution, which is also a Xxxxxx
Mae- or
Xxxxxxx Mac-approved mortgage servicing institution, having a net worth of
not
less than $10,000,000 and acceptable to the Certificate Insurer as evidenced
by
its prior written consent as the successor to the Master Servicer hereunder
in
the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer hereunder. Pending appointment of a successor to the
Master Servicer hereunder, the Trustee shall act in such capacity as herein
above provided. In connection with such appointment and assumption, the Trustee
may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
Master Servicer hereunder. Each of the Sponsor, the Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary
to
effectuate any such succession. In no event shall the successor Master Servicer
be liable for the acts or omissions of the predecessor Master
Servicer.
In
connection with the termination or resignation of the Master Servicer hereunder,
either (i) the successor Master Servicer, including the Trustee if the Trustee
is acting as successor Master Servicer, shall represent and warrant that
it is a
member of MERS in good standing and shall agree to comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the Mortgage Loans that are registered with MERS, in which case the
predecessor Master Servicer shall cooperate with the successor Master Servicer
in causing MERS to revise its records to reflect the transfer of servicing
to
the successor Master Servicer as necessary under MERS' rules and regulations,
or
(ii) the predecessor Master Servicer shall cooperate with the successor Master
Servicer in causing MERS to execute and deliver an assignment of Mortgage
in
recordable form to transfer the Mortgage from MERS to the Trustee and to
execute
and deliver such other notices, documents and other instruments as may be
necessary or desirable to effect a transfer of such Mortgage Loan or servicing
of such Mortgage Loan on the MERS® System to the successor Master Servicer. The
predecessor Master Servicer shall file or cause to be filed any such assignment
in the appropriate recording office. The predecessor Master Servicer shall
bear
any and all fees of MERS, costs of preparing any assignments of Mortgage,
and
fees and costs of filing any assignments of Mortgage that may be required
under
this Section 7.02. The successor Master Servicer shall cause such assignment
to
be delivered to the Custodian promptly upon receipt of the original with
evidence of recording thereon or a copy certified by the public recording
office
in which such assignment was recorded.
167
Any
successor, including the Trustee, to the Master Servicer shall maintain in
force
during its term as master servicer hereunder policies and fidelity bonds
to the
same extent as the Master Servicer is so required pursuant to Section
3.18.
Any
successor, including the Trustee, to the Master Servicer shall not terminate
any
Sub-Servicing Agreement with Midland without cause.
Notwithstanding
anything else herein to the contrary, in no event shall the Trustee be liable
for any Master Servicing Fee or Sub-Servicing Fee or for any differential
in the
amount of the Master Servicing Fee or Sub-Servicing Fee paid hereunder and
the
amount necessary to induce any successor Master Servicer or Sub-Servicer,
as
applicable, to act as successor Master Servicer or Sub-Servicer, as applicable,
under this Agreement and the transactions set forth or provided for
herein.
Section
7.03. Notification
to Certificateholders.
(a) Upon
any
such termination or appointment of a successor to the Master Servicer, the
Trustee shall give prompt notice thereof to Certificateholders, the Certificate
Insurer and to the Rating Agencies.
(b) Within
60
days after the occurrence of any Event of Default, the Trustee shall transmit
by
mail to all Holders of Certificates, the Certificate Insurer and the Swap
Provider notice of each such Event of Default hereunder known to the Trustee,
unless such Event of Default shall have been cured or waived.
Section
7.04. Waiver
of
Events of Default.
The
Holders representing at least 51% of the Voting Rights of Certificates affected
by a default or Event of Default hereunder (with the consent of the Certificate
Insurer), may waive such default or Event of Default (other than an Event
of
Default set forth in Section 7.01(vi)); provided,
however,
that
(a) a default or Event of Default under clause (i) of Section 7.01 may be
waived
only by all of the Holders of Certificates affected by such default or Event
of
Default (with the consent of the Certificate Insurer) and (b) no waiver pursuant
to this Section 7.04 shall affect the Holders of Certificates in the manner
set
forth in the second paragraph of Section 11.01 or materially adversely affect
any non-consenting Certificateholder. Upon any such waiver of a default or
Event
of Default by the Holders representing the requisite percentage of Voting
Rights
of Certificates affected by such default or Event of Default, such default
or
Event of Default shall cease to exist and shall be deemed to have been remedied
for every purpose hereunder. No such waiver shall extend to any subsequent
or
other default or Event of Default or impair any right consequent thereon except
to the extent expressly so waived. The Master Servicer shall give notice
of any
such waiver to the Rating Agencies.
168
Section
7.05. List
of
Certificateholders.
Upon
written request of the Certificate Insurer or three or more Certificateholders
of record, for purposes of communicating with other Certificateholders with
respect to their rights under this Agreement, the Trustee will afford such
Certificateholders access during business hours to the most recent list of
Certificateholders held by the Trustee.
169
ARTICLE
VIII
CONCERNING
THE TRUSTEE
Section
8.01. Duties
of
Trustee.
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. If an Event of Default occurs, is continuing and has not been
waived,
the Trustee shall exercise such of the rights and powers vested in it by
this
Agreement, and use the same degree of care and skill in their exercise as
a
prudent man would exercise or use under the circumstances in the conduct
of his
own affairs. Any permissive right of the Trustee enumerated in this Agreement
shall not be construed as a duty.
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 in accordance with the requirements of this
Agreement. If any such instrument is found not to conform to the requirements
of
this Agreement in a material manner, the Trustee shall take such action as
it
deems appropriate to have the instrument corrected, and if the instrument
is not
corrected to the Trustee’s satisfaction, the Trustee will provide notice thereof
to the Certificateholders. Notwithstanding the foregoing, the Trustee shall
not
be responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished
by the
Master Servicer hereunder or any Opinion of Counsel required
hereunder.
The
Trustee shall prepare and file or cause to be filed on behalf of the Trust
Fund
any tax return that is required with respect to REMIC 1, REMIC 2, REMIC 3
and
REMIC 4 pursuant to applicable federal, state or local tax laws.
The
Trustee covenants and agrees that it shall perform its obligations hereunder
in
a manner so as to maintain the status of REMIC 1, REMIC 2, REMIC 3 and REMIC
4
under the REMIC Provisions and to prevent the imposition of any federal,
state
or local income, prohibited transaction, contribution or other tax on any
of
REMIC 1, REMIC 2, REMIC 3 or REMIC 4 to the extent that maintaining such
status
and avoiding such taxes are within the control of the Trustee and are reasonably
within the scope of its duties under this Agreement.
No
provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act
or its
own willful misconduct; provided, however, that:
(i) Prior
to
the occurrence of an Event of Default, and after the curing or waiver of
all
such Events of Default which may have occurred, the duties and obligations
of
the Trustee 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 and conforming to the requirements of this Agreement;
170
(ii) The
Trustee shall not be 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 negligent in ascertaining the pertinent facts;
and
(iii) The
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with the direction
of the
Certificate Insurer or the Holders of Certificates entitled to at least 25%
of
the Voting Rights relating to 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.
Section
8.02. Certain
Matters Affecting the Trustee.
Except
as
otherwise provided in Section 8.01:
(a) The
Trustee may conclusively rely upon and shall be fully protected in acting
or
refraining from acting in reliance upon any resolution, Officers’ Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper
or document reasonably believed by it to be genuine and to have been signed
or
presented by the proper party or parties;
(b) The
Trustee may consult with counsel and any Opinion of Counsel shall be full
and
complete authorization and protection in respect of any action taken or suffered
or omitted by it hereunder in good faith and in accordance
therewith;
(c) The
Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it by this Agreement, other than its obligation to give notice
pursuant to this Agreement, or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any
of the
Certificateholders, pursuant to the provisions of this Agreement, unless
such
Certificateholders or the Certificate Insurer (so long as no Insurer Default
has
occurred and is continuing) shall have offered to the Trustee security or
indemnity satisfactory to it against the costs, expenses and liabilities
which
may be incurred therein or thereby and the Certificate Insurer (so long as
no
Insurer Default has occurred and is continuing) has given its consent; nothing
contained herein shall, however, relieve the Trustee of the obligation, upon
the
occurrence of an Event of Default of which a Responsible Officer of the
Trustee’s corporate trust department has actual knowledge (which has not been
waived or cured), 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 man would exercise or use under the circumstances in the conduct
of his
own affairs;
171
(d) The
Trustee shall not be liable for any action taken, suffered or omitted by
it in
good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(e) Prior
to
the occurrence of an Event of Default hereunder and after the curing or waiver
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
to
do so by the Certificate Insurer (so long as no Insurer Default has occurred
and
is continuing) or the Holders of Certificates entitled to at least 25% of
the
Voting Rights with the written consent of the Certificate Insurer (so long
as no
Insurer Default has occurred and is continuing); 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, reasonably assured to the Trustee by the security
afforded to it by the terms of this Agreement reasonable expense of every
such
examination shall be paid by the Certificateholders or the Certificate Insurer
requesting the investigation;
(f) The
Trustee may execute any of the trusts or powers hereunder or perform any
duties
hereunder either directly or by or through agents, nominees, custodians or
attorneys appointed with due care, and shall not be responsible for any willful
misconduct or negligence on the part of any agent, attorney, custodian or
nominee so appointed;
(g) The
Trustee shall not be required to give any bond or surety with respect to
the
execution of the trust created hereby or the powers granted hereunder;
and
(h) Whenever
in the administration of the provisions of this Agreement the Trustee shall
deem
it necessary or desirable that a matter be proved or established prior to
taking
or suffering any action to be taken hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of gross negligence or bad faith on the part of the Trustee, be deemed
to be conclusively proved and established by a certificate signed and delivered
to the Trustee and such certificate, in the absence of gross negligence or
bad
faith on the part of the Trustee, shall be full warrant to the Trustee for
any
action taken, suffered or omitted by it under the provisions of this Agreement
upon the faith thereof.
The
Trustee shall have no obligation to invest and reinvest any cash held in
the
absence of timely and specific written investment direction from the Master
Servicer. In no event shall the Trustee be liable for the selection of
investments or for investment losses incurred thereon. The Trustee shall
have no
liability in respect of losses incurred as a result of the liquidation of
any
investment incurred as a result of the liquidation of any investment prior
to
its stated maturity or the failure of the Master Servicer to provide timely
written investment direction.
172
In
order
to comply with the laws, rules, regulations and executive orders in effect
from
time to time applicable to banking institutions, including those relating
to the
funding of terrorist activities and money laundering (“Lending Laws”), the
Trustee is required to obtain, verify and record certain information relating
to
individuals and entities which maintain a business relationship with the
Trustee. Accordingly, each of the parties agrees to provide to the Trustee
upon
its request from time to time such identifying information and documentation
as
may be available for such party in order to enable the Trustee to comply
with
the Lending Laws.
Section
8.03. Trustee
Not Liable for Certificates or Mortgage Loans.
The
recitals contained herein and in the Certificates (other than the signature
of
the Trustee, the authentication of the Trustee on the Certificates, the
acknowledgments of the Trustee contained in Article II) shall be taken as
the
statements of the Depositor and the Trustee assumes no responsibility for
their
correctness. The Trustee makes no representations or warranties as to the
validity or sufficiency of this Agreement or of the Certificates (other than
the
signature and authentication of the Trustee on the Certificates) or of any
Mortgage Loan or related document, or of MERS or the MERS® System. The Trustee
shall not be accountable for the use or application by the Depositor of any
of
the Certificates or of the proceeds of such Certificates, or for the use
or
application of any funds paid to the Depositor or the Master Servicer in
respect
of the Mortgage Loans or deposited in or withdrawn from the Custodial Account
by
the Master Servicer.
Section
8.04. Trustee
May Own Certificates.
The
Trustee in its individual or any other capacity (other than as Trustee
hereunder) 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 parties
hereto.
Section
8.05. Trustee’s
Fees.
On
each
Distribution Date, the Trustee shall be entitled to withdraw from the
Certificate Account as compensation hereunder any amounts earned on funds
in the
Certificate Account. Such compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust)
shall be paid for all services rendered by it in the execution of the trusts
hereby created and in the exercise and performance of any of the powers and
duties hereunder or of the Trustee. Except as otherwise provided in this
Agreement, the Trustee and any director, officer, employee or agent of the
Trustee shall be indemnified and held harmless by the Trust Fund against
any
claim, loss, liability, fee or expense incurred in connection with any Event
of
Default, any breach of this Agreement or any claim or legal action (including
any pending or threatened claim or legal action), relating to the acceptance
or
administration of its trusts hereunder or the Trustee’s performance under the
Certificates, other than any claim, loss, liability or expense (i) sustained
in
connection with this Agreement related to the willful misfeasance, bad faith
or
negligence of the Master Servicer in the performance of its duties hereunder
or
(ii) incurred in connection with a breach constituting willful misfeasance,
bad
faith or negligence of the Trustee in the performance of its duties hereunder
or
by reason of reckless disregard of its obligations and duties
hereunder.
173
The
Master Servicer shall indemnify the Trustee and any director, officer, employee
or agent of the Trustee against any such claim or legal action (including
any
pending or threatened claim or legal action), loss, liability, fee or expense
that may be sustained in connection with this Agreement related to the willful
misfeasance, bad faith, or negligence in the performance of the Master
Servicer's duties hereunder.
The
provisions of this Section 8.05 shall survive the resignation or removal
of the
Trustee or the termination of this Agreement.
Section
8.06. Eligibility
Requirements for Trustee.
The
Trustee hereunder shall at all times be a corporation or a national banking
association organized and doing business under the laws of any state or the
United States of America or the District of Columbia, authorized under such
laws
to exercise corporate trust powers, having a combined capital and surplus
of at
least $50,000,000 and subject to supervision or examination by federal or
state
authority. In addition, the Trustee shall at all times be acceptable to the
Rating Agency rating the Certificates. If such corporation 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 the combined capital and surplus of such corporation 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 provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section
8.07.
The corporation or national banking association serving as Trustee may have
normal banking and trust relationships with the Sponsor and their affiliates
or
the Master Servicer and its affiliates; provided,
however,
that
such corporation cannot be an affiliate of the Master Servicer other than
the
Trustee in its role as successor to the Master Servicer.
Section
8.07. Resignation
and Removal of the Trustee.
The
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Master Servicer; with a copy to the
Rating Agencies, the Certificate Insurer and the Swap Provider; provided,
that
such resignation shall not be effective until successor trustee is appointed
and
accepts appointment in accordance with the following provisions; provided,
however,
that
the resigning trustee shall not resign and be discharged from the trusts
hereby
created until such time as the Rating Agency rating the Certificates and
the
Certificate Insurer approves the successor trustee. Upon receiving such notice
of resignation, the Master Servicer shall promptly appoint successor trustee
who
meets the eligibility requirements of Section 8.06 by written instrument,
in
triplicate, one copy of which instrument shall be delivered to the resigning
trustee and to the successor trustee. If no successor trustee shall have
been so
appointed and 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.
174
If
at any
time the Trustee shall cease to be eligible in accordance with the provisions
of
Section 8.06 and shall fail to resign after written request therefor by the
Master Servicer, or if at any time the Trustee shall become incapable of
acting,
or shall be adjudged 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, the Master Servicer with the
consent of the Certificate Insurer (so long as no Insurer Default has occurred
and is continuing), which consent shall not be unreasonably withheld, may
remove
the Trustee and appoint successor trustee who meets the eligibility requirements
of Section 8.06 by written instrument, in triplicate, which instrument shall
be
delivered to the Trustee so removed and to the successor trustee.
Any
resignation or removal of the Trustee and appointment of successor trustee
pursuant to any of the provisions of this Section shall not become effective
until acceptance of appointment by the successor trustee as provided in Section
8.08.
Section
8.08. Successor
Trustee.
Any
successor trustee appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the Master Servicer 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
the
like effect as if originally named as trustee herein. The predecessor trustee
shall after payment of its outstanding fees and expenses, promptly deliver
to
the successor trustee all assets and records of the Trust Fund held by it
hereunder, and the Master Servicer and the predecessor trustee shall execute
and
deliver all such instruments and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in the successor
trustee all such rights, powers, duties and obligations.
No
successor trustee shall accept appointment as provided in this Section unless
at
the time of such acceptance such successor trustee shall be eligible under
the
provisions of Section 8.06.
Upon
acceptance of appointment by successor trustee as provided in this Section,
the
Master Servicer shall mail notice of the succession of such trustee hereunder
to
all Holders of Certificates at their addresses as shown in the Certificate
Register. If the Master 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 Master
Servicer.
175
Section
8.09. Merger
or
Consolidation of Trustee.
Any
state
bank or trust company or corporation or national banking association into
which
the Trustee may be merged or converted or with which it may be consolidated
or
any state bank or trust company or national banking association resulting
from
any merger, conversion or consolidation to which the Trustee shall be a party,
or any state bank or trust company or corporation or national banking
association succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such state bank or trust company or corporation or national banking
association shall be eligible under the provisions of Section 8.06 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.
Section
8.10. Appointment
of Co-Trustee or Separate Trustee.
Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting any
legal
requirements of any jurisdiction in which any part of the Trust Fund or property
securing the same may at the time be located, the Master Servicer and the
Trustee acting jointly shall have the power and shall execute and deliver
all
instruments to appoint one or more Persons approved by the Trustee to act
as
co-trustee or co-trustees, jointly with the Trustee or separate trustee or
separate trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Trust Fund, or any
part
thereof, and, subject to the other provisions of this Section 8.10, such
powers,
duties, obligations, rights and trusts as the Master Servicer and the Trustee
may consider necessary or desirable. If the Master Servicer shall not have
joined in such appointment within 15 days after the receipt by it of a request
so to do, or in case an Event of Default shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment without the
Master Servicer. No co-trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.
In
the
case of any appointment of a co-trustee or separate trustee pursuant to this
Section 8.10, all rights, powers, duties and obligations conferred or imposed
upon the Trustee and required to be conferred or such co-trustee shall be
conferred or imposed upon and exercised or performed by the Trustee and such
separate trustee or co-trustee jointly, except to the extent that under any
law
of any jurisdiction in which any particular act or acts are to be performed
(whether as Trustee hereunder or as successor to the Master Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts,
in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund 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.
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
VIII. 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.
176
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 die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by
the
Trustee to the extent permitted by law, without the appointment of a new
or
successor trustee.
177
ARTICLE
IX
TERMINATION
Section
9.01. Termination
Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of
Certificates.
(a) Subject
to Section 9.03, the respective obligations and responsibilities of the
Depositor, the Master Servicer and the Trustee created hereby (other than
the
obligations of the Master Servicer to the Trustee pursuant to Section 8.05
and
of the Master Servicer to provide for and the Trustee to make payments to
Certificateholders as hereafter set forth) shall terminate, with respect
to Loan
Group 1, upon payment to the related Certificateholders of all amounts held
by
or on behalf of the Trustee and required to be paid to them hereunder following
the earlier to occur of (i) the repurchase by the Master Servicer or its
designee of all Group 1 Loans and each related REO Property in respect thereof
remaining in the Trust Fund at a price in cash equal to (a) 100% of the unpaid
principal balance of each such Mortgage Loan in Loan Group 1 (other than
one as
to which a REO Property was acquired) on the day of repurchase together with
accrued interest on such unpaid principal balance at the Group 1 Net Mortgage
Rate to the first day of the month in which the proceeds of such repurchase
are
to be distributed, plus (b) the appraised value of any such REO Property
(but
not more than the unpaid principal balance of the related Mortgage Loan,
together with accrued interest on that balance at the Group 1 Net Mortgage
Rate
to the first day of the month such repurchase price is distributed), less
the
good faith estimate of the Master Servicer of liquidation expenses to be
incurred in connection with its disposal thereof, such appraisal to be conducted
by an appraiser selected by the Master Servicer and at the expense of the
Master
Servicer, plus (c) any Group 1 Swap Termination Payment (which shall include
any
Group 1 Net Swap Payment payable for the final Distribution Date) payable
to the
Group 1 Swap Provider pursuant to the related Group 1 Interest Rate Swap
Agreement which remains unpaid or which is due to the exercise of such option
(a
“Group 1 Swap Optional Termination Payment”) and plus (d) any unreimbursed
amounts owed to the Certificate Insurer under the Certificate Guaranty Insurance
Policy, the Insurance Agreement and this Agreement, and (ii) the final payment
or other liquidation (or any Advance with respect thereto) of the last Mortgage
Loan in Loan Group 1 remaining in the Trust Fund (or the disposition of all
REO
Property in respect thereof); provided,
however,
that in
no event shall the trust created hereby continue beyond the earlier of (i)
the
Distribution Date occurring in February 2037 (ii) 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 and (iii) the “latest possible maturity date” specified in the
Preliminary Statements with respect to the related Regular Interests and
Certificates, and provided further,
that
the purchase price set forth above shall be increased as is necessary, as
determined by the Master Servicer, to avoid disqualification of any of REMIC
1,
REMIC 2, REMIC 3 or REMIC 4 as a REMIC. In the case of any repurchase by
the
Master Servicer pursuant to clause (a)(i), the Master Servicer shall exercise
reasonable efforts to cooperate fully with the Trustee in effecting such
repurchase and the transfer of the Group 1 Loans and related Mortgage Files
and
related records to the Master Servicer.
178
The
right
of the Master Servicer or its designee to repurchase all Group 1 Loans pursuant
to (a)(i) above shall be conditioned upon the Aggregate Stated Principal
Balance
of such Mortgage Loans at the time of any such repurchase aggregating to
an
amount equal to or less than 10% of the Group 1 Cut-off Date Balance of such
Mortgage Loans; provided,
however,
that no
such purchase will be permitted if it would result in a draw on the Certificate
Guaranty Insurance Policy or any amounts owed to the Certificate Insurer
would
remain unpaid, unless the Certificate Insurer consents in writing to such
purchase. If such right is exercised, the Master Servicer upon such repurchase
shall provide to the Trustee and the Certificate Insurer, notice of such
exercise prior to the Determination Date in the month preceding the month
of
purchase and the certification required by Section 3.16.
In
the
case of a repurchase of Mortgage Loans and REO Property related to Loan Group
1
pursuant to clause (a)(i) above, only an amount equal to the repurchase price
specified in such clause (a)(i) above for such Mortgage Loans and REO Property,
less any related Group 1 Swap Optional Termination Payment and any portion
of
the repurchase price consisting of the unreimbursed amounts owed to the
Certificate Insurer, shall be made available for distribution to the related
Regular Certificates and Class 1-IO Interests. The Group 1 Swap Optional
Termination Payment shall be withdrawn by the Trustee from the Certificate
Account and remitted to the Group 1 Supplemental Interest Trust to be paid
in
accordance with Section 4.10(ii). The Group 1 Swap Optional Termination Payment
shall not be part of any REMIC and shall not be paid into any account which
is
part of any REMIC.
(b) The
Master Servicer has the right to repurchase all of the Mortgage Loans and
related REO Properties pursuant to clause (i) of Section 9.01(a), conditioned
upon the related Aggregate Stated Principal Balance of such Group 1 Loans
at the
time of any such repurchase aggregating to an amount equal to or less than
10%
of the Group 1 Cut-off Date Balance. If the Master Servicer elects to terminate
the Trust pursuant to this Section 9.01 (such termination, a “Group 1 Optional
Termination”), the Master Servicer shall, at least 20 days prior to the last
date on which notice of such Group 1 Optional Termination is required to
be
mailed to the related Certificateholders pursuant to Section 9.01(k), notify
in
writing (which may be done in electronic format) the Depositor, the Master
Servicer, the Trustee and the Group 1 Swap Provider of the final Distribution
Date on which the Master Servicer intends to terminate the Trust Fund.
(c) In
connection with any Group 1 Optional Termination, four Business Days prior
to
the final Distribution Date specified in the notice required pursuant to
Section
9.01(k), the Master Servicer shall, no later than 4:00 pm New York City time
on
such day, request in writing (in accordance with the applicable provision
of the
Group 1 Interest Rate Swap Agreement) and by phone from the Group 1 Swap
Provider the amount of the related Group 1 Estimated Swap Termination Payment.
The Group 1 Swap Provider shall, no later than 2:00 pm on the following Business
Day, notify in writing (which may be done in electronic format) the Trustee
of
the amount of the Group 1 Estimated Swap Termination Payment; the Trustee
shall
promptly on the same day notify the Master Servicer of the amount of the
related
Group 1 Estimated Swap Termination Payment.
179
(d) Two
Business Days prior to the final Distribution Date specified in the notice
required pursuant to Section 9.01(k), (i) the Master Servicer shall, no later
than 1:00 pm New York City time on such day, deposit funds in the Certificate
Account in an amount equal to the sum of the purchase price (other than the
related Group 1 Swap Optional Termination Payment) and the Group 1 Estimated
Swap Termination Payment, and (ii) if Trustee is notified in writing that
the
aggregate Stated Principal Balance of all of the Group 1 Loans in the Trust
Fund
as of the related Determination Date is not more than 10% of the aggregate
Cut-off Date Balance of all of the Group 1 Loans, and the requirements of
the
Group 1 Optional Termination set forth in this Section 9.01 have been met,
including the deposit required pursuant to the immediately preceding clause
(i)
then the Trustee shall, on the same Business Day, provide written notice
to the
the Depositor, the Certificate Insurer, the Master Servicer, the Trustee
on
behalf of the Group 1 Supplemental Interest Trust, the Trustee and the Group
1
Swap Provider confirming (in accordance with the applicable provisions of
the
Group 1 Interest Rate Swap Agreement) its receipt of the purchase price (other
than the Group 1 Swap Optional Termination Payment) and the Group 1 Estimated
Swap Termination Payment. Upon the Trustee’s providing the notice described in
the preceding sentence, the Group 1 Optional Termination shall become
irrevocable, the notice to the related Certificateholders of such Group 1
Optional Termination provided pursuant to the second paragraph of Section
9.01(k) shall become unrescindable, the Group 1 Swap Provider shall determine
the Group 1 Swap Optional Termination Payment in accordance with the Group
1
Interest Rate Swap Agreement, and the Group 1 Swap Provider shall provide
to the
Trustee written notice of the amount of the Group 1 Swap Optional Termination
Payment not later than one Business Day prior to the final Distribution Date
specified in the notice required pursuant to Section 9.01(k) and
in
the event the Trustee fails to provide the notice described in the preceding
sentence, any notice provided under Section 9.01(k) shall be deemed
rescinded.
(e) In
connection with any Group
1
Optional
Termination, only an amount equal to the purchase price less any Group 1
Swap
Optional Termination Payment shall be made available for distribution to
the
related Regular Certificates. Any Group 1 Estimated Swap Termination Payment
deposited into the Certificate Account by the Master Servicer shall be withdrawn
by the Trustee from the Certificate Account on the related final Distribution
Date (prior to the distribution of any amounts pursuant to Section 9.01(k))
and
distributed as follows: (i) to the Group 1 Supplemental Interest Trust for
payment to the Group 1 Swap Provider in accordance with Section 4.10(ii),
as
applicable, an amount equal to the Group 1 Swap Optional Termination Amount
calculated pursuant to the Group 1 Interest Rate Swap Agreement, provided
that
in no event shall the amount distributed to the Group 1 Swap Provider in
respect
of the Group 1 Swap Optional Termination Amount exceed the Group 1 Estimated
Swap Termination Payment, and (ii) to the Master Servicer an amount equal
to the
excess, if any, of the Group 1 Estimated Swap Termination Payment over the
Group
1 Swap Optional Termination Payment. The Group 1 Swap Optional Termination
Payment shall not be part of any REMIC and shall not be paid into any account
which is part of any REMIC.
180
(f) Subject
to Section 9.03, the respective obligations and responsibilities of the
Depositor, the Master Servicer and the Trustee created hereby (other than
the
obligations of the Master Servicer to the Trustee pursuant to Section 8.05
and
of the Master Servicer to provide for and the Trustee to make payments to
Certificateholders as hereafter set forth) shall terminate, with respect
to Loan
Group 2, upon payment to the related Certificateholders of all amounts held
by
or on behalf of the Trustee and required to be paid to them hereunder following
the earlier to occur of (i) the repurchase by the Master Servicer or its
designee of all Group 2 Loans and each related REO Property in respect thereof
remaining in the Trust Fund at a price in cash equal to (a) 100% of the unpaid
principal balance of each such Mortgage Loan in Loan Group 2 (other than
one as
to which a REO Property was acquired) on the day of repurchase together with
accrued interest on such unpaid principal balance at the Group 2 Net Mortgage
Rate to the first day of the month in which the proceeds of such repurchase
are
to be distributed, plus (b) the appraised value of any such REO Property
(but
not more than the unpaid principal balance of the related Mortgage Loan,
together with accrued interest on that balance at the Group 2 Net Mortgage
Rate
to the first day of the month such repurchase price is distributed), less
the
good faith estimate of the Master Servicer of liquidation expenses to be
incurred in connection with its disposal thereof, such appraisal to be conducted
by an appraiser selected by the Master Servicer and at the expense of the
Master
Servicer, plus (c) any Group 2 Swap Termination Payment (which shall include
any
Group 2 Net Swap Payment payable for the final Distribution Date) payable
to the
Group 2 Swap Provider pursuant to the related Group 2 Interest Rate Swap
Agreement which remains unpaid or which is due to the exercise of such option
(a
“Group 2 Swap Optional Termination Payment”) and plus (d) any unreimbursed
amounts owed to the Certificate Insurer under the Certificate Guaranty Insurance
Policy, the Insurance Agreement and this Agreement, and (ii) the final payment
or other liquidation (or any Advance with respect thereto) of the last Mortgage
Loan in Loan Group 2 remaining in the Trust Fund (or the disposition of all
REO
Property in respect thereof); provided,
however,
that in
no event shall the trust created hereby continue beyond the earlier of (i)
the
Distribution Date occurring in December 2036 (ii) 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 and (iii) the “latest possible maturity date” specified in the
Preliminary Statements with respect to the related Regular Interests and
Certificates, and provided further,
that
the purchase price set forth above shall be increased as is necessary, as
determined by the Master Servicer, to avoid disqualification of any of REMIC
1,
REMIC 2, REMIC 3 or REMIC 4 as a REMIC. In the case of any repurchase by
the
Master Servicer pursuant to clause (i), the Master Servicer shall exercise
reasonable efforts to cooperate fully with the Trustee in effecting such
repurchase and the transfer of the Group 2 Loans and related Mortgage Files
and
related records to the Master Servicer.
The
right
of the Master Servicer or its designee to repurchase all Group 2 Loans pursuant
to (f)(i) above shall be conditioned upon the Aggregate Stated Principal
Balance
of such Mortgage Loans at the time of any such repurchase aggregating to
an
amount equal to or less than 10% of the Group 2 Cut-off Date Balance of such
Mortgage Loans; provided,
however,
that no
such purchase will be permitted if it would result in a draw on the Certificate
Guaranty Insurance Policy or any amounts owed to the Certificate Insurer
would
remain unpaid, unless the Certificate Insurer consents in writing to such
purchase. If such right is exercised, the Master Servicer upon such repurchase
shall provide to the Trustee and the Certificate Insurer, notice of such
exercise prior to the Determination Date in the month preceding the month
of
purchase and the certification required by Section 3.16.
181
In
the
case of a repurchase of Mortgage Loans and REO Property related to Loan Group
2
pursuant to clause (f)(i) above, only an amount equal to the repurchase price
specified in such clause (f)(i) above for such Mortgage Loans and REO Property,
less any related Group 2 Swap Optional Termination Payment and any portion
of
the repurchase price consisting of the unreimbursed amounts owed to the
Certificate Insurer, shall be made available for distribution to the related
Regular Certificates and Class 2-IO Interests. The Group 2 Swap Optional
Termination Payment shall be withdrawn by the Trustee from the Certificate
Account and remitted to the Group 2 Supplemental Interest Trust to be paid
in
accordance with Section 4.11(ii). The Group 2 Swap Optional Termination Payment
shall not be part of any REMIC and shall not be paid into any account which
is
part of any REMIC.
(g) The
Master Servicer has the right to repurchase all of the Mortgage Loans and
related REO Properties pursuant to clause (i) of Section 9.01(f), conditioned
upon the related Aggregate Stated Principal Balance of such Group 2 Loans
at the
time of any such repurchase aggregating to an amount equal to or less than
10%
of the Group 2 Cut-off Date Balance. If the Master Servicer elects to terminate
the Trust pursuant to this Section 9.01 (such termination, a “Group 2 Optional
Termination”), the Master Servicer shall, at least 20 days prior to the last
date on which notice of such Group 2 Optional Termination is required to
be
mailed to the related Certificateholders pursuant to Section 9.01(k), notify
in
writing (which may be done in electronic format) the Depositor, the Master
Servicer, the Trustee and the Group 2 Swap Provider of the final Distribution
Date on which the Master Servicer intends to terminate the Trust Fund.
(h) In
connection with any Group 2 Optional Termination, four Business Days prior
to
the final Distribution Date specified in the notice required pursuant to
Section
9.01(k), the Master Servicer shall, no later than 4:00 pm New York City time
on
such day, request in writing (in accordance with the applicable provision
of the
Group 2 Interest Rate Swap Agreement) and by phone from the Group 2 Swap
Provider the amount of the related Group 2 Estimated Swap Termination Payment.
The Group 2 Swap Provider shall, no later than 2:00 pm on the following Business
Day, notify in writing (which may be done in electronic format) the Trustee
of
the amount of the Group 2 Estimated Swap Termination Payment; the Trustee
shall
promptly on the same day notify the Master Servicer of the amount of the
related
Group 2 Estimated Swap Termination Payment.
182
(i) Two
Business Days prior to the final Distribution Date specified in the notice
required pursuant to Section 9.01(k), (i) the Master Servicer shall, no later
than 1:00 pm New York City time on such day, deposit funds in the Certificate
Account in an amount equal to the sum of the purchase price (other than the
related Group 2 Swap Optional Termination Payment) and the Group 2 Estimated
Swap Termination Payment, and (ii) if Trustee is notified in writing that
the
aggregate Stated Principal Balance of all of the Group 2 Loans in the Trust
Fund
as of the related Determination Date is not more than 10% of the aggregate
Cut-off Date Balance of all of the Group 2 Loans, and the requirements of
the
Group 2 Optional Termination set forth in this Section 9.01 have been met,
including the deposit required pursuant to the immediately preceding clause
(i)
then the Trustee shall, on the same Business Day, provide written notice
to the
the Depositor, the Certificate Insurer, the Master Servicer, the Trustee
on
behalf of the Group 2 Supplemental Interest Trust, the Trustee and the Group
2
Swap Provider confirming (in accordance with the applicable provisions of
the
Group 2 Interest Rate Swap Agreement) its receipt of the purchase price (other
than the Group 2 Swap Optional Termination Payment) and the Group 2 Estimated
Swap Termination Payment. Upon the Trustee’s providing the notice described in
the preceding sentence, the Group 2 Optional Termination shall become
irrevocable, the notice to the related Certificateholders of such Group 2
Optional Termination provided pursuant to the second paragraph of Section
9.01(k) shall become unrescindable, the Group 2 Swap Provider shall determine
the Group 2 Swap Optional Termination Payment in accordance with the Group
2
Interest Rate Swap Agreement, and the Group 2 Swap Provider shall provide
to the
Trustee written notice of the amount of the Group 2 Swap Optional Termination
Payment not later than one Business Day prior to the final Distribution Date
specified in the notice required pursuant to Section 9.01(k) and in the event
the Trustee fails to provide the notice described in the preceding sentence,
any
notice provided under Section 9.01(k) shall be deemed rescinded.
(j) In
connection with any Group 2 Optional Termination, only an amount equal to
the
purchase price less any Group
2
Swap
Optional Termination Payment and less any amounts payable to the Certificate
Insurer shall be made available for distribution to the Regular Certificates;
provided that the amount to be distributed to the Class 2-A Certificates
and to
the Certificate Insurer must be sufficient to not result in a draw on the
Certificate Guaranty Insurance Policy and not leave any amount owed to the
Certificate Insurer unpaid. Any Group 2 Estimated Swap Termination Payment
deposited into the Certificate Account by the Master Servicer shall be withdrawn
by the Trustee from the Certificate Account on the related final Distribution
Date (prior to the distribution of any amounts pursuant to Section 9.01(k))
and
distributed as follows: (i) to the Group 2 Supplemental Interest Trust for
payment to the Group 2 Swap Provider in accordance with Section Section
4.11(ii), as applicable, an amount equal to the Group 2 Swap Optional
Termination Amount calculated pursuant to the Group 2 Interest Rate Swap
Agreement, provided that in no event shall the amount distributed to the
Group 2
Swap Provider in respect of the Group 2 Swap Optional Termination Amount
exceed
the Group 2 Estimated Swap Termination Payment, and (ii) to the Master Servicer
an amount equal to the excess, if any, of the Group 2 Estimated Swap Termination
Payment over the Group 2 Swap Optional Termination Payment. The Group 2 Swap
Optional Termination Payment shall not be part of any REMIC and shall not
be
paid into any account which is part of any REMIC.
183
(k) Written
notice of any termination, specifying the Distribution Date upon which the
related Certificateholders may surrender their Certificates to the Trustee
for
payment of the final distribution and cancellation, shall be given promptly
by
the Trustee by letter to the related Certificateholders, the Swap Providers
and
the Certificate Insurer mailed (a) in the event such notice is given in
connection with the Master Servicer's election to repurchase, not earlier
than
the 15th day and not later than the 25th day of the month next preceding
the
month of such final distribution or (b) otherwise during the month of such
final
distribution on or before the 15th day of the month (or if such 15th day
is not
a Business Day, on the Business Day immediately preceding such 15th day)
in such
month, in each case specifying (i) the Distribution Date upon which final
payment of such Certificates will be made upon presentation and surrender
of
Certificates at the office of the Trustee therein designated, (ii) the amount
of
any such final payment and (iii) that the Record Date otherwise applicable
to
such Distribution Date is not applicable, payments being made only upon
presentation and surrender of such Certificates at the office of the Trustee
therein specified. In the event such notice is given in connection with the
Master Servicer or its designee's election to repurchase, the Master Servicer
or
its designee shall deliver to the Trustee for deposit in the Certificate
Account
on the day which is two Business Days immediately preceding the Distribution
Date specified in such notice an amount equal to the above-described repurchase
price payable out of its own funds. Upon presentation and surrender of the
related Certificates by the Certificateholders, the Trustee shall first,
pay
itself its fee for such Distribution Date (as described in Section 8.05 )
and
any other amounts owing to the Trustee under this Agreement, and second,
distribute to such Certificateholders and the Certificate Insurer (i) the
amount
otherwise distributable on such Distribution Date, if not in connection with
the
Master Servicer's election to repurchase, or (ii) if the Master Servicer
elected
to so repurchase, an amount determined as follows: with respect to each related
Regular Certificate, the outstanding Certificate Principal Balance thereof,
plus
with respect to each Regular Certificate (other than the Class P Certificates)
and the related Class IO Interest, one month's interest thereon at the
applicable Pass-Through Rate, or otherwise distributable thereto, and any
Unpaid
Interest Shortfall Amount, plus with respect to each Subordinate Certificate,
any unpaid Allocated Realized Loss Amount; with respect to the Class R
Certificates, the Percentage Interest evidenced thereby multiplied by the
difference, if any, between the above described repurchase price (as adjusted
in
accordance with the preceding paragraph) and the aggregate amount to be
distributed to the Holders of the related Regular Certificates and the related
Class IO Interest, subject to the priorities set forth in Section 4.01; and
with
respect to the Certificate Insurer, any amounts owed under the Certificate
Guaranty Insurance Policy, the Insurance Agreement and this Agreement. Upon
certification to the Trustee and the Custodian by a Servicing Officer, following
such final deposit, the Custodian shall promptly release the Mortgage Files
as
directed by the Master Servicer for the remaining Mortgage Loans, and the
Trustee shall execute all assignments, endorsements and other instruments
required by the Master Servicer as being necessary to effectuate such
transfer.
In
the
event that all of the related
Certificateholders
shall not surrender their Certificates for cancellation within six months
after
the time specified in the above-mentioned notice, the Trustee shall give
a
second notice to the remaining related Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice all of the related
Certificates shall not have been surrendered for cancellation, the Trustee
shall
take reasonable steps as directed by the Depositor in writing, or appoint
an
agent to take reasonable steps, to contact the remaining related
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets which remain subject
hereto. If within nine months after the second notice all the Certificates
shall
not have been surrendered for cancellation, the Class R Certificateholders
shall
be entitled to all unclaimed funds and other assets which remain subject
hereto.
184
Section
9.02. Termination
of REMIC 4 and Retirement of Class R Certificates.
REMIC
4
shall be terminated on the earlier of (i) the date on which the last
distribution due on each of the REMIC 4 Regular Interests and Class R
Certificates (in respect of the Class R-4 Interest) is made and (ii) the
date on
which it is terminated pursuant to an optional repurchase of all of the Mortgage
Loans in accordance with Section 9.03.
Notwithstanding anything to the contrary herein, the Class R Certificates
will
not be retired until the later of (i) the retirement of all the Certificates
related to Loan Group 1 and (ii) the retirement of all the Certificates related
to Loan Group 2.
Section
9.03. Additional
Termination Requirements.
(a) In
the
event the Master Servicer repurchases any Mortgage Loans or REO Property
in a
Loan Group as provided in Section 9.01, the Trust Fund shall be terminated
in
accordance with the following additional requirements, unless the Master
Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel
(which shall be provided to the Trustee at least two Business Days prior
to the
related Distribution Date) to the effect that the failure of the Trust Fund
to
comply with the requirements of this Section 9.03 will not (i) result in
the
imposition on the Trust of taxes on “prohibited transactions,” as described in
Section 860F of the Code, or (ii) cause either REMIC 1, REMIC 2, REMIC 3
or
REMIC 4 to fail to qualify as a REMIC at any time that any Certificate is
outstanding:
(i) The
Master Servicer shall establish a 90-day liquidation period and notify the
Trustee in writing thereof, and the Trustee shall in turn specify the first
day
of such period in a statement attached to the Tax Return for each of REMIC
1,
REMIC 2, REMIC 3 or REMIC 4, as the case may be, pursuant to Treasury Regulation
Section 1.860F-1. The Master Servicer and the Trustee also shall satisfy
all of
the requirements of a qualified liquidation for REMIC 1, REMIC 2, REMIC 3
or
REMIC 4, as the case may be, under Section 860F of the Code and regulations
thereunder, as evidenced by an Opinion of Counsel obtained at the expense
of the
Master Servicer, as applicable;
(ii) During
such 90-day liquidation period, and at or prior to the time of making the
final
payment on the related Certificates, the Trustee shall sell all of the assets
of
REMIC 1 or REMIC 2, as the case may be, for cash; and
185
(iii) At
the
time of the making of the final payment on the related Certificates, the
Trustee
shall distribute or credit, or cause to be distributed or credited, to the
Holders of the Class R Certificates all cash on hand (other than cash retained
to meet claims), and REMIC 1, REMIC 2, REMIC 3 or REMIC 4, as the case may
be,
shall terminate at that time.
(b) By
their
acceptance of the Certificates, the Holders thereof hereby authorize the
adoption of a 90-day liquidation period and the adoption of a plan of complete
liquidation for the related REMICs, which authorization shall be binding
upon
all successor Certificateholders.
(c) The
Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan
of
complete liquidation meeting the requirements for a qualified liquidation
under
Section 860F of the Code and any regulations thereunder upon the written
request
of the Master Servicer and the receipt of the Opinion of Counsel referred
to in
clause (a)(i) above and to take such other action in connection therewith
as may
be reasonably requested by the Master Servicer.
186
ARTICLE
X
REMIC
PROVISIONS
Section
10.01. REMIC
Administration.
(a) The
Trustee shall make an election to treat the Trust Fund as four REMICs under
the
Code and, if necessary, under applicable state law. Each such election will
be
made on Form 1066 or other appropriate federal tax or information return
(including Form 8811) or any appropriate state return for the taxable year
ending on the last day of the calendar year in which the Certificates are
issued. For the purposes of the REMIC elections in respect of the Trust Fund,
(i) the Class R-1 Interest will constitute the sole class of Residual Interests
in REMIC 1, the REMIC 1 Regular Interests shall be designated as the Regular
Interests in REMIC 1 (ii) the Class R-2 Interest will constitute the sole
class
of Residual Interests in REMIC 2, the REMIC 2 Regular Interests shall be
designated as the Regular Interests in REMIC 2, (iii) the Class R-3 Interest
will constitute the sole class of Residual Interests in REMIC 3, the REMIC
3
Regular Interests shall be designated as the Regular Interests in REMIC 3,
(iv)
the Class R-4 Interest will constitute the sole class of Residual Interests
in
REMIC 4, and the REMIC 4 Regular Interests shall be designated as the Regular
Interests in REMIC 4. The Master Servicer and the Trustee shall not permit
the
creation of any “interests” (within the meaning of Section 860G of the Code) in
REMIC 1, REMIC 2, REMIC 3 or REMIC 4 other than the REMIC 1 Regular Interests,
REMIC 2 Regular Interests, REMIC 3 Regular Interests, REMIC 4 Regular Interests,
the Class R-1 Interest, the Class R-2 Interest, the Class R-3 Interest and
the
Class R-4 Interest. The Trustee will apply for an Employee Identification
Number
from the Internal Revenue Service via Form SS-4 or any other acceptable method
for each of REMIC 1, REMIC 2, REMIC 3 or REMIC 4.
(b) The
Closing Date is hereby designated as the “startup day” of the Trust Fund within
the meaning of Section 860G(a)(9) of the Code.
(c) The
Trustee shall pay out of its own funds, without any right of reimbursement,
any
and all expenses relating to any tax audit of the REMICs (including, but
not
limited to, any professional fees or any administrative or judicial proceedings
with respect to the REMICs that involve the Internal Revenue Service or state
tax authorities), other than the expense of obtaining any tax-related Opinion
of
Counsel except as specified herein. The Trustee, as agent for the REMICs'
Tax
Matters Person, shall (i) act on behalf of the REMICs in relation to any
tax
matter or controversy involving the Trust Fund and (ii) represent the Trust
Fund
in any administrative or judicial proceeding relating to an examination or
audit
by any governmental taxing authority with respect thereto.
(d) The
Trustee shall prepare, sign and file all of the Tax Returns (including Form
8811, which must be filed within 30 days of the Closing Date) in respect
of the
REMICs created hereunder. The expenses of preparing and filing such returns
shall be borne by the Trustee without any right of reimbursement therefor.
The
Master Servicer shall provide on a timely basis to the Trustee or its designee
such information with respect to the assets of the REMICs as is in its
possession and reasonably required by the Trustee to enable it to perform
its
obligations under this Article X.
187
(e) The
Trustee shall perform on behalf of the REMICs all reporting and other tax
compliance duties that are the responsibility of the REMICs under the Code,
the
REMIC Provisions or other compliance guidance issued by the Internal Revenue
Service or any state or local taxing authority. Among its other duties, as
required by the Code, the REMIC Provisions or other such compliance guidance,
the Trustee shall provide (i) to any Transferor of a Class R Certificate
such
information as is necessary for the application of any tax relating to the
transfer of a Class R Certificate to any Person who is not a Permitted
Transferee, (ii) to the Certificateholders such information or reports as
are
required by the Code or the REMIC Provisions including reports relating to
interest, original issue discount and market discount or premium (using the
Prepayment Assumption as required) and (iii) to the Internal Revenue Service
the
name, title, address and telephone number of the Person who will serve as
the
representative of the REMICs. The Master Servicer shall provide on a timely
basis to the Trustee such information with respect to the assets of the REMICs,
including, without limitation, the related Mortgage Loans, as is in its
possession and reasonably required by the Trustee to enable it to perform
its
obligations under this subsection. In addition, the Depositor shall provide
or
cause to be provided to the Trustee, within ten (10) days after the Closing
Date, all information or data that the Trustee reasonably determines to be
relevant for tax purposes as to the valuations and issue prices of the
Certificates, including, without limitation, the price, yield, Prepayment
Assumption and projected cash flow of the Certificates.
(f) The
Trustee shall take such action and shall cause the REMICs created hereunder
to
take such action as shall be necessary to create or maintain the status thereof
as REMICs under the REMIC Provisions (and the Master Servicer shall assist
it,
to the extent reasonably requested by it). The Trustee shall not take any
action
or cause the Trust Fund to take any action, or fail to take (or fail to cause
to
be taken), any action that, under the REMIC Provisions, if taken or not taken,
as the case may be, could (i) endanger the status of the REMIC 1, REMIC 2,
REMIC
3 or REMIC 4 as REMICs or (ii) result in the imposition of a tax upon the
REMICs
(including but not limited to the tax on prohibited transactions as defined
in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
forth
in Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”)
unless the Trustee has received an Opinion of Counsel, addressed to the Trustee
(at the expense of the party seeking to take or not take such action, but
in no
event at the expense of the Trustee) to the effect that the contemplated
action
or omission will not, with respect to the REMICs created hereunder, endanger
such status or result in the imposition of such a tax; nor shall the Master
Servicer take, or fail to take, any action (whether or not authorized hereunder)
as to which the Trustee has advised it in writing that it has received an
Opinion of Counsel to the effect that an Adverse REMIC Event could occur
with
respect to the taking, or omission of, such action. In addition, prior to
taking, or failing to take, any action with respect to the REMICs or the
assets
of the REMICs, or causing, or failing to cause, the REMICs to take any action,
which is not contemplated under the terms of this Agreement, the Master Servicer
will consult with the Trustee or its designee, in writing, with respect to
whether the taking, or omission of, such action could cause an Adverse REMIC
Event to occur with respect to any REMIC, and the Master Servicer shall not
take, or fail to take, any such action, or cause, or fail to cause, any REMIC
to
take, any such action as to which the Trustee has advised it in writing that
an
Adverse REMIC Event could occur. The Trustee may consult with counsel to
provide
such written advice, and the cost of same shall be borne by the party seeking
to
take or not take the action other than as permitted by this Agreement, but
in no
event shall such cost be an expense of the Trustee. At all times as may be
required by the Code, the Trustee will ensure that substantially all of the
assets of the REMICs created hereunder will consist of “qualified mortgages” as
defined in Section 860G(a)(3) of the Code and “permitted investments” as defined
in Section 860G(a)(5) of the Code.
188
(g) In
the
event that any tax is imposed on “prohibited transactions” of any REMIC created
hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
foreclosure property” of any REMIC as defined in Section 860G(c) of the Code, on
any contributions to any REMIC after the Startup Day therefor pursuant to
Section 860G(d) of the Code, or any other tax is imposed by the Code or any
applicable provisions of state or local tax laws, such tax shall be charged
(i)
to the Trustee pursuant to Section 10.03 hereof, if such tax arises out of
or
results from a breach by the Trustee of any of its obligations under this
Article X, (ii) to the Master Servicer pursuant to Section 10.03 hereof,
if such
tax arises out of or results from a breach by the Master Servicer of any
of its
obligations under Article III or this Article X or otherwise, (iii) to the
Master Servicer as provided in Section 3.05 and (iv) against amounts related
to
such REMIC and the Loan Group to which such REMIC relates on deposit in the
Certificate Account and shall be paid by withdrawal therefrom to the extent
not
required to be paid by the Master Servicer or the Trustee pursuant to another
provision of this Agreement.
(h) On
or
before April 15 of each calendar year, commencing April 15, 2006, the Trustee
shall deliver to the Master Servicer and the Rating Agency a Certificate
from a
Responsible Officer of the Trustee stating the Trustee’s compliance with this
Article X.
(i) The
Trustee shall, for federal income tax purposes, maintain books and records
with
respect to the REMICs on a calendar year and on an accrual basis.
(j) Following
the Startup Day, the Trustee shall not accept any contributions of assets
to the
REMICs other than in connection with any Qualified Substitute Mortgage Loan
delivered in accordance with Section 2.04 unless it shall have received an
Opinion of Counsel to the effect that the inclusion of such assets in the
REMICs
will not cause REMIC 1, REMIC 2, REMIC 3 or REMIC 4 to fail to qualify as
REMICs
at any time that any Certificates are outstanding or subject either REMIC
1,
REMIC 2, REMIC 3 or REMIC 4 to any tax under the REMIC Provisions or other
applicable provisions of federal, state and local law or
ordinances.
189
(k) Neither
the Trustee nor the Master Servicer shall enter into any arrangement under
which
the REMICs will receive a fee or other compensation for services nor permit
the
REMICs to receive any income from assets other than “qualified mortgages” as
defined in Section 860G(a)(3) of the Code or “permitted investments” as defined
in Section 860G(a)(5) of the Code.
Section
10.02. Prohibited
Transactions and Activities.
None
of
the Depositor, the Master Servicer or the Trustee shall (except as otherwise
expressly permitted under the terms of this Agreement) (1) sell, dispose
of or
substitute for any of the Mortgage Loans (except in connection with (i) the
foreclosure of a Mortgage Loan, including but not limited to, the acquisition
or
sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii)
the
bankruptcy of the Trust Fund, (iii) the termination of REMIC 1, REMIC 2,
REMIC 3
or REMIC 4 pursuant to Article IX of this Agreement, (iv) a substitution
pursuant to Article II of this Agreement or (v) a purchase of defective or
defaulted Mortgage Loans pursuant to Article II or III of this Agreement),
nor
acquire any assets for the Trust Fund (other than REO Property acquired in
respect of a defaulted Mortgage Loan), (2) sell or dispose of any investments
in
the Custodial Account or the Certificate Account for gain, (3) accept any
contributions to the REMICs after the Closing Date (other than a Qualified
Substitute Mortgage Loan delivered in accordance with Section 2.04), in each
case, unless it has received an Opinion of Counsel, addressed to the Trustee
(at
the expense of the party seeking to cause such sale, disposition, substitution,
acquisition or contribution, but in no event at the expense of the Trustee)
that
such sale, disposition, substitution, acquisition or contribution will not
(a)
affect adversely the status of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 as REMICs
or
(b) cause the Trust Fund to be subject to a tax on “prohibited transactions” or
“contributions” pursuant to the REMIC Provisions.
Section
10.03. Master
Servicer and Trustee Indemnification.
(a) The
Trustee agrees to indemnify the Trust Fund, the Depositor, and the Master
Servicer for any taxes and costs including, without limitation, any reasonable
attorneys' fees imposed on or incurred by the Trust Fund, the Depositor or
the
Master Servicer, as a result of a breach of the Trustee’s covenants set forth in
this Article X.
(b) The
Master Servicer agrees to indemnify the Trust Fund, the Depositor and the
Trustee for any taxes and costs including, without limitation, any reasonable
attorneys' fees imposed on or incurred by the Trust Fund, the Certificate
Insurer, the Depositor or the Trustee, as a result of a breach of the Master
Servicer's covenants set forth in Article III or this Article X, in each
case
with respect to compliance with the REMIC Provisions.
190
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
Section
11.01. Amendment.
This
Agreement may be amended from time to time by the Depositor, the Master Servicer
and the Trustee, with the consent of the Certificate Insurer (so long as
no
Insurer Default has occurred and is continuing) without the consent of any
of
the Certificateholders or the Swap Provider, (i) to cure any ambiguity, (ii)
to
correct or supplement any provisions herein which may be defective or
inconsistent with any other provisions herein or to correct any error, (iii)
to
amend this Agreement in any respect subject to the provisions in clauses
(A) and
(B) below, or (iv) if such amendment, as evidenced by an Opinion of Counsel
(provided by the Person requesting such amendment) delivered to the Trustee,
is
reasonably necessary to comply with any requirements imposed by the Code
or any
successor or amendatory statute or any temporary or final regulation, revenue
ruling, revenue procedure or other written official announcement or
interpretation relating to federal income tax laws or any proposed such action
which, if made effective, would apply retroactively to the Trust Fund at
least
from the effective date of such amendment; provided
that
such action (except any amendment described in (iv) above) shall not adversely
affect in any material respect the interests of any Certificateholder (other
than Certificateholders who shall consent to such amendment), the Certificate
Insurer (if an Insurer Default has occurred and is continuing) and the Swap
Provider, as evidenced by (A) an Opinion of Counsel (provided by the Person
requesting such amendment) delivered to the Trustee, the Swap Provider and
the
Certificate Insurer and (B) a letter from each Rating Agency, confirming
that
such amendment shall not cause it to lower its rating on any of the Certificates
without taking the Certificate Guaranty Insurance Policy into
account.
This
Agreement may also be amended from time to time by the Depositor, the Master
Servicer and the Trustee with the consent of the Certificate Insurer and
Holders
of Certificates entitled to at least 66-2/3% of the Voting Rights 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 Certificates; provided,
however,
that no
such amendment shall (i) reduce in any manner the amount of, or delay the
timing
of, payments received on Mortgage Loans which are required to be distributed
on
any Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of
any
Class of Certificates in a manner other than as described in (i), without
the
consent of the Holders of Certificates of such Class evidencing at least
66-2/3%
of the Voting Rights of such Class, or (iii) reduce the aforesaid percentage
of
Certificates the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates then outstanding.
Notwithstanding any other provision of this Agreement, for purposes of the
giving or withholding of consents pursuant to this Section 11.01, Certificates
registered in the name of the Sponsor or the Master Servicer or any affiliate
thereof shall be entitled to Voting Rights with respect to matters described
in
(i), (ii) and (iii) of this paragraph.
191
Notwithstanding
any contrary provision of this Agreement, the Trustee shall not consent to
any
amendment to this Agreement unless they shall have first received an Opinion
of
Counsel (provided by the Person requesting such amendment) to the effect
that
such amendment will not result in the imposition of any tax on either REMIC
1,
REMIC 2, REMIC 3 or REMIC 4 pursuant to the REMIC Provisions or cause either
REMIC 1, REMIC 2, REMIC 3 or REMIC 4 to fail to qualify as a REMIC at any
time
that any Certificates are outstanding.
Promptly
after the execution of any such amendment the Trustee shall furnish a copy
of
such amendment or a written statement describing the amendment to each
Certificateholder, with a copy to the Rating Agencies, the Certificate Insurer
and the Swap Provider.
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 regulations
as
the Trustee may prescribe.
Notwithstanding
any of the other provisions of this Section 11.01, none of the Depositor,
the
Master Servicer or the Trustee shall enter into any amendment to Section
4.09 or
Section 4.01(l)(vii) or (m)(vii) of this Agreement without the prior written
consent of the Swap Provider and shall not enter into an amendment as evidenced
by an officer’s certificate that has a materially adverse effect on the Swap
Provider without the Swap Provider’s consent (such consent shall not be
unreasonably withheld, conditioned or delayed).
Prior
to
executing any amendment pursuant to this Section, the Trustee shall be entitled
to receive an Opinion of Counsel (provided by the Person requesting such
amendment) to the effect that such amendment is authorized or permitted by
this
Agreement. The cost of any Opinion of Counsel delivered pursuant to this
Section
11.01 shall be an expense of the party requesting such amendment, but in
any
case shall not be an expense of the Trustee.
The
Trustee may, but shall not be obligated to, enter into any amendment pursuant
to
this Section that affects its rights, duties and immunities under this Agreement
or otherwise.
Section
11.02. Recordation
of Agreement; Counterparts.
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the counties
or
other comparable jurisdictions in which any or all of the properties subject
to
the Mortgages are situated, and in any other appropriate public recording
office
or elsewhere, such recordation to be effected by the Master Servicer at the
expense of the Certificateholders, but only upon direction of the Depositor
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the
Certificateholders.
192
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 Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund,
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 expressly provided
for
herein) or in any manner otherwise control the operation and management of
the
Trust Fund, or the obligations of the parties hereto, nor shall anything
herein
set forth, or contained in the terms of the Certificates, be construed so
as to
constitute the Certificateholders from time to time as partners or members
of an
association; nor shall any Certificateholder be under any liability to any
third
party 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 of any provision 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 notice of an Event of Default, or of a default
by
the Sponsor or the Trustee in the performance of any obligation hereunder,
and
of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates entitled to at least 51% of the Voting Rights 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
is
understood and intended, and expressly covenanted by each Certificateholder
with
every other Certificateholder, the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of
the
Holders of any other of such 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, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at
law
or in equity.
193
Section
11.04. Governing
Law.
This
Agreement and the Certificates 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
11.05. Notices.
All
demands, notices and direction hereunder shall be in writing and shall be
deemed
effective upon receipt when delivered to (a) in the case of the Depositor,
00000
Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxx 00000, Attention: General Counsel, or such
other address as may hereafter be furnished to the other parties hereto in
writing; (b) in the case of Impac Funding, 00000 Xxxxxxxx Xxxx, Xxxxxx,
Xxxxxxxxxx 00000, Attention: General Counsel, or such other address as may
hereafter be furnished to the other parties hereto in writing; (c) in the
case
of the Trustee, to its Corporate Trust Offices, or such other address as
may
hereafter be furnished to the other parties hereto in writing; (d) in the
case
of the Rating Agencies, Standard & Poor’s, 00 Xxxxx Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, XX 00000, Attention: Asset Backed Surveillance Department; and
Moody’s, Xxxxx’x Investors Service, Inc., Residential Mortgage Monitoring
Department, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; (e) in the case of
the
Certificate Insurer, Ambac Assurance Corporation, Xxx Xxxxx Xxxxxx Xxxxx,
Xxx
Xxxx, Xxx Xxxx 00000, Attention: Consumer Asset-Backed Securities Group or
such
other address as may be hereafter furnished to the Depositor, the Trustee
and
the Master Servicer in writing by the Certificate Insurer; or (f) in the
case of
the Swap Provider, Wachovia Bank, N.A., One Wachovia Center, 000 Xxxxx Xxxxxxx
Xxxxxx, Xxxxxxxx XX0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 or such other address
as may be hereafter furnished to the Depositor, the Trustee and the Master
Servicer in writing by the Swap Provider. 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. Successors
and Assigns.
The
provisions of this Agreement shall be binding upon and inure to the benefit
of
the respective successors and assigns of the parties hereto, and all such
provisions shall inure to the benefit of the Trustee, the Certificate Insurer
and the Certificateholders.
194
Section
11.08. Article
and Section Headings.
The
article and Section headings herein are for convenience of reference only,
and
shall not limit or otherwise affect the meaning hereof.
Section
11.09. Notice
to
Rating Agencies.
The
Trustee shall use its best efforts to promptly provide notice to each Rating
Agency and the Certificate Insurer referred to below with respect to each
of the
following of which it has actual knowledge:
1. Any
material change or amendment to this Agreement;
2. The
occurrence of any Event of Default that has not been cured;
3. The
resignation or termination of the Master Servicer or the Trustee;
4. The
repurchase or substitution of Mortgage Loans pursuant to Section
2.04;
5. The
final
payment to Certificateholders; and
6. Any
change in the location of the Custodial Account or the Certificate
Account.
In
addition, the Trustee shall promptly furnish to each Rating Agency copies
of
each report to Certificateholders described in Section 4.02; and the Master
Servicer shall promptly furnish to each Rating Agency copies of each annual
independent public accountants' servicing report received as described in
Section 3.20.
Any
such
notice pursuant to this Section 11.09 shall be in writing and shall be deemed
to
have been duly given if personally delivered or mailed by first class mail,
postage prepaid, or by express delivery service to (i) in the case of Standard
& Poor's, 00 Xxxxx Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Asset Backed Surveillance Department
and
(ii) in the case of Moody's, Residential Mortgage Monitoring Department,
00
Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or, in each case, such other address
as
either such Rating Agency may designate in writing to the parties
thereto.
Section
11.10. Rights
of
the Certificate Insurer.
(a) The
Certificate Insurer is an express third-party beneficiary of this
Agreement.
(b) On
each
Distribution Date the Trustee shall make available to the Certificate Insurer
a
copy of the reports made available to the Certificateholders and the Depositor
on such Distribution Date.
195
(c) The
Trustee shall provide to the Certificate Insurer copies of any report, notice,
Opinion of Counsel, Officers’ Certificate, request for consent or request for
amendment to any document related hereto promptly upon the Trustee’s production
or receipt thereof.
(d) Unless
an
Insurer Default exists, the Trustee, the Depositor and the Master Servicer
shall
not agree to any amendment to this Agreement without first having obtained
the
prior written consent of the Certificate Insurer, which consent shall not
be
unreasonably withheld.
(e) So
long
as there does not exist a failure by the Certificate Insurer to make a required
payment under the Certificate Guaranty Insurance Policy, the Certificate
Insurer
will have the right to exercise all rights of the Holders of the Class 2-A
Certificates under this Agreement (including voting rights) without the consent
of the Holders.
Section
11.11. Control
by the Certificate Insurer.
With
respect to the Class 2-A Certificates only, the Certificate Insurer, or,
if an
Insurer Default exists, the Holders of a majority of the Class 2-A Certificates
shall have the right (subject to the provisions of Section 11.03) to direct
the
time, method and place of conducting any proceeding for any remedy available
to
the Trustee with respect to the Class 2-A Certificates or exercising any
trust
or power conferred on the Trustee; provided that:
(i) such
direction shall not be in conflict with any rule of law or with this
Agreement:
(ii) if
an
Insurer Default exists, any direction to the Trustee to sell or liquidate
the
Trust Fund shall be by Holders of Certificates representing not less than
100%
of the Certificate Principal Balance of the Certificates;
(iii) the
Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction of the Holders of Certificates representing
a
majority of the Certificate Principal Balance of the Certificates.
Notwithstanding
the rights of Certificateholders set forth in this Section 11.11 the Trustee
need not take any action that it determines might involve it in liability
unless
such Holders of Certificates or the Certificate Insurer shall have offered
security or indemnity satisfactory to the Trustee, against the costs, expenses
and liabilities which might be incurred by it in compliance with such request,
order or direction.
The
Trustee shall not be deemed to have knowledge of an Insurer Default unless
a
Responsible Officer of the Trustee has actual knowledge thereof or unless
the
Trustee received written notice of such Insurer Default.
196
Section
11.12. Third
Party Rights.
The
Swap
Provider and the Cap Counterparties shall be express third-party beneficiaries
of this Agreement to the extent of their express rights to receive payments
under this Agreement or any other express rights of the Swap Provider and
the
Cap Counterparties explicitly stated in this Agreement, and shall have the
right
to enforce such rights under this Agreement as if the Swap Provider and the
Cap
Counterparties were parties hereto.
197
IN
WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee 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.
IMPAC
SECURED ASSETS CORP.,
Depositor
By:
/s/ Xxxxxxx X. Xxxxxxx
Name:
Xxxxxxx
X. Xxxxxxx
Title: EVP,
COO
IMPAC
FUNDING CORPORATION,
Master
Servicer
By:
/s/ Xxxxx Xxxxxxx
Name:
Xxxxx
Xxxxxxx
Title:
EVP
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee
By:
/s/ Xxxxxx Xxxxx
Name:
Xxxxxx Xxxxx
Title:
Associate
By:
/s/ Xxxxxxx Xxxxxxxx
Name:
Xxxxxxx Xxxxxxxx
Title:
Vice President
198
Agreed
and accepted to with respect to
its
obligations under Section 9.01(a)
IMPAC
MORTGAGE HOLDINGS, INC.
(solely
with respect to its obligations under
Section
9.01(a))
By:
/s/ Xxxxxxx X. Xxxxxxx
Name:
Xxxxxxx X. Xxxxxxx
Title:
EVP, COO
000
XXXXX
XX XXXXXXXXXX
|
)
|
)
ss.:
|
|
COUNTY
OF ORANGE
|
)
|
On
the
21st
day of
December, 2006, before me, a notary public in and for said State, personally
appeared Xxxxxxx X. Xxxxxxx, known to me to be an Executive Vice President
and
the Chief Operating Officer of Impac Secured Assets Corp., one of the
corporations that executed the within instrument, and also known to me
to be the
person who executed it on behalf of said corporation, and acknowledged
to me
that such corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
_______________________
Notary
Public
[Notarial
Seal]
000
XXXXX
XX XXXXXXXXXX
|
)
|
)
ss.:
|
|
COUNTY
OF ORANGE
|
)
|
On
the
21st
day of
December, 2006, before me, a notary public in and for said State, personally
appeared Xxxxx Xxxxxxx, known to me to be an Executive Vice President of
Impac
Funding Corporation, one of the corporations that executed the within
instrument, and also known to me to be the person who executed it on behalf
of
said corporation, and acknowledged to me that such corporation executed
the
within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
_______________________
Notary
Public
[Notarial
Seal]
000
XXXXX
XX XXXXXXXXXX
|
)
|
)
ss.:
|
|
COUNTY
OF ORANGE
|
)
|
On
the
21st
day of
December, 2006, before me, a notary public in and for said State, personally
appeared _________________, known to me to be a(n) ________________ of
Deutsche
Bank National Trust Company, one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf
of
said entity, and acknowledged to me that such corporation executed the
within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
_______________________
Notary
Public
[Notarial
Seal]
000
XXXXX
XX XXXXXXXXXX
|
)
|
)
ss.:
|
|
COUNTY
OF ORANGE
|
)
|
On
the
21st
day of
December, 2006, before me, a notary public in and for said State, personally
appeared ____________________, known to me to be a(n)____________________
of
Deutsche Bank National Trust Company, one of the entities that executed
the
within instrument, and also known to me to be the person who executed it
on
behalf of said entity, and acknowledged to me that such corporation executed
the
within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
_______________________
Notary
Public
[Notarial
Seal]
000
XXXXX
XX XXXXXXXXXX
|
)
|
)
ss.:
|
|
COUNTY
OF ORANGE
|
)
|
On
the
21st
day of
December, 2006, before me, a notary public in and for said State, personally
appeared Xxxxxxx X. Xxxxxxx, known to me to be an Executive Vice President
and
the Chief Operating Officer of Impac Mortgage Holdings, Inc., one of the
corporations that executed the within instrument, and also known to me
to be the
person who executed it on behalf of said corporation, and acknowledged
to me
that such corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
_______________________
Notary
Public
[Notarial
Seal]
204
EXHIBIT
A
FORM
OF
CLASS A CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THIS
CERTIFICATE SHALL INITIALLY BE ISSUED AS ONE OR MORE CERTIFICATES REGISTERED
IN
THE NAME OF THE DEPOSITORY OR ITS NOMINEE AND, EXCEPT AS PROVIDED BELOW,
REGISTRATION OF SUCH CERTIFICATES MAY NOT BE TRANSFERRED BY THE TRUSTEE EXCEPT
TO ANOTHER DEPOSITORY THAT AGREES TO HOLD SUCH CERTIFICATES FOR THE RESPECTIVE
CERTIFICATE OWNERS WITH OWNERSHIP INTERESTS THEREIN. THE CERTIFICATE OWNERS
SHALL HOLD THEIR RESPECTIVE OWNERSHIP INTERESTS IN AND TO EACH OF SUCH
BOOK-ENTRY CERTIFICATES THROUGH THE BOOK-ENTRY FACILITIES OF THE DEPOSITORY
AND,
EXCEPT AS PROVIDED BELOW, SHALL NOT BE ENTITLED TO DEFINITIVE CERTIFICATES
IN
RESPECT OF SUCH OWNERSHIP INTERESTS. ALL TRANSFERS BY CERTIFICATE OWNERS OF
THEIR RESPECTIVE OWNERSHIP IN THE 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 TRANSFER THE OWNERSHIP INTERESTS ONLY IN THE 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. THE TRUSTEE SHALL
NOT BE REQUIRED TO MONITOR, DETERMINE OR INQUIRE AS TO COMPLIANCE WITH THE
TRANSFER RESTRICTIONS WITH RESPECT TO THE BOOK-ENTRY CERTIFICATES, AND THE
TRUSTEE SHALL HAVE NO LIABILITY FOR TRANSFERS OF OWNERSHIP INTERESTS IN THE
BOOK-ENTRY CERTIFICATES MADE THROUGH THE BOOK-ENTRY FACILITIES OF THE DEPOSITORY
OR BETWEEN OR AMONG DEPOSITORY PARTICIPANTS OR CERTIFICATE OWNERS, MADE IN
VIOLATION OF THE APPLICABLE RESTRICTIONS.
[For
the Class 1-A1-[A][B][C] [1-AM] Certificates] [PRIOR
TO THE TERMINATION OF THE GROUP
1
SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS IN SECTION 5.02(c) OF THE AGREEMENT (AS DEFINED BELOW).]
[For
the Class 2-A Certificates] [PRIOR
TO THE TERMINATION OF THE GROUP 2 SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 5.02(c) OF THE
AGREEMENT (AS DEFINED BELOW).]
A-1
Certificate
No. 1
|
Adjustable
Pass-Through Rate
|
Class
[1-A1-[A][B][C]]
[1-AM] [2-A]
Senior
|
|
Date
of Pooling and Servicing Agreement and
Cut-off
Date: December 1, 2006
|
Percentage
Interest: [_]%
|
First
Distribution Date: January 25, 2007
|
Aggregate
Initial [Certificate Principal] [Notional] Balance of the Class
[1-A1-[A][B][C]] [1-AM] [2-A] Certificates:
$[_____________]
|
Master
Servicer:
|
Initial
[Certificate Principal] [Notional]
|
Impac
Funding Corporation
|
Balance
of this Certificate:
|
$[____________]
|
|
Assumed
Final
|
CUSIP:
[_________]
|
Distribution
Date: [_____________], 20__
|
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2006-5
evidencing
a percentage interest in the distributions allocable to the Class
[1-A1-[A][B][C]] [1-AM] [2-A] Certificates with respect to a Trust Fund
consisting primarily of a pool of adjustable-rate and fixed-rate, first and
second lien, one-to-four family residential mortgage loans and adjustable-rate
and fixed-rate, first lien multifamily, commercial and mixed-use mortgage loans
formed and sold by IMPAC SECURED ASSETS CORP.
[For
the
Class 1-A1-[A][B][C] [1-AM] Certificates] [This Certificate is payable solely
from the assets of the Trust Fund, and does not represent an obligation of
or
interest in Impac Secured Assets Corp., the Master Servicer, the Trustee
referred to below or any of their affiliates. Neither this Certificate nor
the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Impac Secured Assets Corp., the Master Servicer, the
Trustee or any of their affiliates. None of the Company, the Master Servicer
or
any of their affiliates will have any obligation with respect to any certificate
or other obligation secured by or payable from payments on the
Certificates.]
[For
the
Class 2-A Certificates] [This Certificate is payable solely from the assets
of
the Trust Fund and the Certificate Guaranty Insurance Policy, and does not
represent an obligation of or interest in Impac Secured Assets Corp., the Master
Servicer, the Trustee referred to below or any of their affiliates. Neither
this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental agency or instrumentality or by Impac Secured Assets Corp., the
Master Servicer, the Trustee or any of their affiliates. None of the Company,
the Master Servicer or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.]
A-2
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the Initial Certificate
Principal Balance of this Certificate by the aggregate Initial Certificate
Principal Balance of all Class [1-A1-[A][B][C]] [1-AM] [2-A] Certificates,
both
as specified above) in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of adjustable-rate and fixed-rate,
first and second lien, one-to-four family residential mortgage loans and
adjustable-rate and fixed-rate, first lien multifamily, commercial and mixed-use
mortgage loans (the “Mortgage Loans”), formed and sold by Impac Secured Assets
Corp. (hereinafter called the “Company,” which term includes any successor
entity under the Agreement referred to below). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as specified above (the
“Agreement”) among the Company, the Master Servicer and Deutsche Bank National
Trust Company, as trustee (the “Trustee”), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date”), commencing as described in the
Agreement, to the Person in whose name this Certificate is registered on the
Business Day immediately preceding such Distribution Date (the “Record Date”),
from the Available Funds in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount of interest and principal,
if any, required to be distributed to Holders of Class [1-A1-[A][B][C]] [1-AM]
[2-A] Certificates on such Distribution Date.
Distributions
on this Certificate will be made either by the Trustee or by a Paying Agent
appointed by the Trustee either in immediately available funds (by wire transfer
or otherwise) for the account of the Person entitled thereto if such Person
shall have so notified the Trustee or such Paying Agent at least 5 Business
Days
prior to the related Record Date, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose in the City and State of New York. The Initial Certificate
Principal Balance of this Certificate is set forth above. The Certificate
Principal Balance hereof will be reduced to the extent of distributions
allocable to principal.
A-3
This
Certificate is one of a duly authorized issue of Certificates issued in several
Classes designated as Mortgage Pass-Through Certificates of the Series specified
hereon (herein collectively called the “Certificates”).
[For
the
Class 2-A Certificates] [Ambac Assurance Corporation, in consideration of the
payment of the premium and subject to the terms of the Certificate Guaranty
Insurance Policy, has unconditionally and irrevocably guaranteed the payment
of
an amount equal to the Insured Amount (as defined in the Certificate Guaranty
Insurance Policy) with respect to the Class 2-A Certificates with respect to
each Distribution Date.]
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event the Master Servicer advances funds
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As
provided in the Agreement, withdrawals from the Custodial Account and/or the
Certificate Account created for the benefit of Certificateholders may be made
by
the Master Servicer from time to time for purposes other than distributions
to
Certificateholders, such purposes including without limitation reimbursement
to
the Trustee, the Company and the Master Servicer of advances made, or certain
expenses incurred, by either of them.
The
Agreement permits, with certain exceptions therein provided, the amendment
of
the Agreement and the modification of the rights and obligations of the Company,
the Master Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Company, the Master Servicer and the
Trustee with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby and with the consent of the Certificate Insurer.
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 herefor or in
lieu hereof whether or not notation of such consent is made upon the
Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Certificate Insurer and the Holders
of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
[For
the
Class 1-A1-[A][B][C] [1-AM] Certificates] [Prior to the termination of the
Group
1 Supplemental Interest Trust, any transferee shall be deemed to have made
the
representations in Section 5.02(c) of the Agreement.]
[For
the
Class 2-A Certificates] [Prior to the termination of the Group 2 Supplemental
Interest Trust, any transferee shall be deemed to have made the representations
in Section 5.02(c) of the Agreement.]
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trustee, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
A-4
The
Certificates are issuable only as registered Certificates without coupons in
Classes and in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations evidencing the
same Class and 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
Company, the Master Servicer and the Trustee and any agent of the Company,
the
Master Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither
the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This
Certificate shall be governed by and construed in accordance with the laws
of
the State of New York.
The
Group
1 Certificates are subject to termination in whole, but not in part, by the
Master Servicer, on or after the Distribution Date on which the aggregate Stated
Principal Balance of the Group 1 Mortgage Loans as of the end of the related
Due
Period is less than or equal to 10% of the aggregate Stated Principal Balance
of
the Group 1 Mortgage Loans as of the Cut-off Date. The Group 2 Certificates
are
subject to termination in whole, but not in part, by the Master Servicer, on
or
after the Distribution Date on which the aggregate Stated Principal Balance
of
the Group 2 Mortgage Loans as of the end of the related Due Period is less
than
or equal to 10% of the aggregate Stated Principal Balance of the Group 2
Mortgage Loans as of the Cut-off Date; provided,
however, that
no
such purchase will be permitted if it would result in a draw on the Certificate
Guaranty Insurance Policy, unless the Certificate Insurer consents in writing
to
such purchase.
Unless
the certificate of authentication hereon has been executed by the Trustee,
by
manual signature, this Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.
A-5
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
December 21, 2006
|
DEUTSCHE
BANK NATIONAL
TRUST
COMPANY
as
Trustee
By:______________________________
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [1-A1-[A][B][C]] [1-AM] [2-A] Certificates referred to in
the
within-mentioned Agreement.
DEUTSCHE
BANK NATIONAL
TRUST
COMPANY
as
Trustee
By:______________________________
Authorized
Signatory
|
A-6
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
_____________________________________ (Please print or typewrite name and
address including postal zip code of assignee) a Percentage Interest evidenced
by the within Mortgage Pass-Through Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I
(We)
further direct the 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
|
|
Signature
Guaranteed
|
A-7
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds
|
||||||||
to
|
,
|
|||||||
for
the account of
|
,
|
|||||||
account
number___________, or, if mailed by check, to
|
,
|
|||||||
Applicable
statements should be mailed to
|
,
|
|||||||
.
|
||||||||
This
information is provided by
|
,
|
|||||||
the
assignee named above, or
|
,
|
|||||||
as
its agent.
|
X-0
XXXXXXX
X-0
FORM
OF
CLASS M CERTIFICATE
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
[,]
[AND] [THE CLASS 1-M-1 CERTIFICATES] [,] [AND] [THE CLASS 1-M-2 CERTIFICATES]
[,] [AND] [THE CLASS 1-M-3 CERTIFICATES] [,] [AND] [THE CLASS 1-M-4
CERTIFICATES] [,] [AND] [THE CLASS 1-M-5 CERTIFICATES] [,] [AND] [THE CLASS
1-M-6 CERTIFICATES] [,] [AND] [THE CLASS 1-M-7 CERTIFICATES] [,] [AND] [THE
CLASS 1-M-8 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THIS
CERTIFICATE SHALL INITIALLY BE ISSUED AS ONE OR MORE CERTIFICATES REGISTERED
IN
THE NAME OF THE DEPOSITORY OR ITS NOMINEE AND, EXCEPT AS PROVIDED BELOW,
REGISTRATION OF SUCH CERTIFICATES MAY NOT BE TRANSFERRED BY THE TRUSTEE EXCEPT
TO ANOTHER DEPOSITORY THAT AGREES TO HOLD SUCH CERTIFICATES FOR THE RESPECTIVE
CERTIFICATE OWNERS WITH OWNERSHIP INTERESTS THEREIN. THE CERTIFICATE OWNERS
SHALL HOLD THEIR RESPECTIVE OWNERSHIP INTERESTS IN AND TO EACH OF SUCH
BOOK-ENTRY CERTIFICATES THROUGH THE BOOK-ENTRY FACILITIES OF THE DEPOSITORY
AND,
EXCEPT AS PROVIDED BELOW, SHALL NOT BE ENTITLED TO DEFINITIVE CERTIFICATES
IN
RESPECT OF SUCH OWNERSHIP INTERESTS. ALL TRANSFERS BY CERTIFICATE OWNERS OF
THEIR RESPECTIVE OWNERSHIP IN THE 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 TRANSFER THE OWNERSHIP INTERESTS ONLY IN THE 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. THE TRUSTEE SHALL
NOT BE REQUIRED TO MONITOR, DETERMINE OR INQUIRE AS TO COMPLIANCE WITH THE
TRANSFER RESTRICTIONS WITH RESPECT TO THE BOOK-ENTRY CERTIFICATES, AND THE
TRUSTEE SHALL HAVE NO LIABILITY FOR TRANSFERS OF OWNERSHIP INTERESTS IN THE
BOOK-ENTRY CERTIFICATES MADE THROUGH THE BOOK-ENTRY FACILITIES OF THE DEPOSITORY
OR BETWEEN OR AMONG DEPOSITORY PARTICIPANTS OR CERTIFICATE OWNERS, MADE IN
VIOLATION OF THE APPLICABLE RESTRICTIONS.
B-1-1
ANY
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION
5.02(c) OF THE AGREEMENT (AS DEFINED BELOW).
Certificate
No. 1
|
Adjustable
Pass-Through Rate
|
Class
[1]-M-[1][2][3][4][5][6][7][8]
|
Aggregate
Initial Certificate Principal
|
Balance
of the Class [1]-M-[1][2][3][4][5][6][7][8]
Certificates:
|
|
$[____________]
|
|
Date
of Pooling and Servicing
|
Initial
Certificate Principal Balance of this Certificate:
|
Agreement
and Cut-off Date:
December
1, 2006
|
$[____________]
|
First
Distribution Date:
|
CUSIP:
[________]
|
January
25, 2007
|
|
Master
Servicer:
|
|
Impac
Funding Corporation
|
|
Assumed
Final Distribution Date:
|
|
[________
__], 20__
|
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2006-5
evidencing
a percentage interest in any distributions allocable to the Class
[1]-M-[1][2][3][4][5][6][7][8] Certificates with respect to a Trust Fund
consisting primarily of a pool of adjustable-rate and fixed-rate, first and
second lien, one-to-four family residential mortgage loans and adjustable-rate
and fixed-rate, first lien multifamily, commercial and mixed-use mortgage loans
formed and sold by IMPAC SECURED ASSETS CORP.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Impac Secured Assets Corp., the Master
Servicer, the Trustee referred to below or any of their affiliates. Neither
this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental agency or instrumentality or by Impac Secured Assets Corp., the
Master Servicer, the Trustee or any of their affiliates. None of the Company,
the Master Servicer or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
B-1-2
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the Initial Certificate
Principal Balance of this Certificate by the aggregate Initial Certificate
Principal Balance of all Class [1]-M-[1][2][3][4][5][6][7][8] Certificates,
both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of adjustable-rate and fixed-rate, first and
second lien, one-to-four family residential mortgage loans and adjustable-rate
and fixed-rate, first lien multifamily, commercial and mixed-use mortgage loans
(the “Mortgage Loans”), formed and sold by Impac Secured Assets Corp.
(hereinafter called the “Company,” which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant
to a
Pooling and Servicing Agreement dated as specified above (the “Agreement”) among
the Company, the Master Servicer and Deutsche Bank National Trust Company,
as
trustee (the “Trustee”), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date”), commencing as described in the
Agreement, to the Person in whose name this Certificate is registered on the
Business Day immediately preceding such Distribution Date (the “Record Date”),
from the Available Funds in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount of interest and principal,
if any, required to be distributed to Holders of Class
[1]-M-[1][2][3][4][5][6][7][8] Certificates on such Distribution
Date.
Distributions
on this Certificate will be made either by the Trustee or by a Paying Agent
appointed by the Trustee either in immediately available funds (by wire transfer
or otherwise) for the account of the Person entitled thereto if such Person
shall have so notified the Trustee or such Paying Agent at least 5 Business
Days
prior to the related Record Date, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Any
transferee shall be deemed to have made the representations set forth in Section
5.02(c) of the Agreement.
Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose in the City and State of New York. The Initial Certificate
Principal Balance of this Certificate is set forth above. The Certificate
Principal Balance hereof will be reduced to the extent of the distributions
allocable to principal and any Realized Losses allocable hereto.
B-1-3
This
Certificate is one of a duly authorized issue of Certificates issued in several
Classes designated as Mortgage Pass-Through Certificates of the Series specified
hereon (herein collectively called the “Certificates”).
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event the Master Servicer advances funds
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As
provided in the Agreement, withdrawals from the Custodial Account and/or the
Certificate Account created for the benefit of Certificateholders may be made
by
the Master Servicer from time to time for purposes other than distributions
to
Certificateholders, such purposes including without limitation reimbursement
to
the Trustee, the Company and the Master Servicer of advances made, or certain
expenses incurred, by either of them.
The
Agreement permits, with certain exceptions therein provided, the amendment
of
the Agreement and the modification of the rights and obligations of the Company,
the Master Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Company, the Master Servicer and the
Trustee with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby and with the consent of the Certificate Insurer.
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 herefor or in
lieu hereof whether or not notation of such consent is made upon the
Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Certificate Insurer and the Holders
of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trustee, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons in
Classes and in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations evidencing the
same Class and aggregate Percentage Interest, as requested by the Holder
surrendering the same.
B-1-4
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
Company, the Master Servicer and the Trustee and any agent of the Company,
the
Master Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither
the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This
Certificate shall be governed by and construed in accordance with the laws
of
the State of New York.
The
Group
1 Certificates are subject to termination in whole, but not in part, by the
Master Servicer, on or after the Distribution Date on which the aggregate Stated
Principal Balance of the Group 1 Mortgage Loans as of the end of the related
Due
Period is less than or equal to 10% of the aggregate Stated Principal Balance
of
the Group 1 Mortgage Loans as of the Cut-off Date. The Group 2 Certificates
are
subject to termination in whole, but not in part, by the Master Servicer, on
or
after the Distribution Date on which the aggregate Stated Principal Balance
of
the Group 2 Mortgage Loans as of the end of the related Due Period is less
than
or equal to 10% of the aggregate Stated Principal Balance of the Group 2
Mortgage Loans as of the Cut-off Date; provided,
however, that
no
such purchase will be permitted if it would result in a draw on the Certificate
Guaranty Insurance Policy, unless the Certificate Insurer consents in writing
to
such purchase.
Unless
the certificate of authentication hereon has been executed by the Trustee,
by
manual signature, this Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.
B-1-5
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
December 21, 2006
|
DEUTSCHE
BANK NATIONAL
TRUST
COMPANY
as
Trustee
By:______________________________
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [1]-M-[1][2][3][4][5][6][7][8] Certificates referred to in
the
within-mentioned Agreement.
DEUTSCHE
BANK NATIONAL
TRUST
COMPANY
Trustee
By:______________________________
Authorized
Signatory
|
B-1-6
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
_____________________________________ (Please print or typewrite name and
address including postal zip code of assignee) a Percentage Interest evidenced
by the within Mortgage Pass-Through Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I
(We)
further direct the 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
|
|
Signature
Guaranteed
|
B-1-7
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds
|
||||||||
to
|
,
|
|||||||
for
the account of
|
,
|
|||||||
account
number___________, or, if mailed by check, to
|
,
|
|||||||
Applicable
statements should be mailed to
|
,
|
|||||||
.
|
||||||||
This
information is provided by
|
,
|
|||||||
the
assignee named above, or
|
,
|
|||||||
as
its agent.
|
X-0-0
XXXXXXX
X-0
CLASS
B
CERTIFICATE
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
[,]
[AND] [THE CLASS 1-M-1 CERTIFICATES] [,] [AND] [THE CLASS 1-M-2 CERTIFICATES]
[,] [AND] [THE CLASS 1-M-3 CERTIFICATES] [,] [AND] [THE CLASS 1-M-4
CERTIFICATES] [,] [AND] [THE CLASS 1-M-5 CERTIFICATES] [,] [AND] [THE CLASS
1-M-6 CERTIFICATES] [,] [AND] [THE CLASS 1-M-7 CERTIFICATES] [,] [AND] [THE
CLASS 1-M-8 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THIS
CERTIFICATE SHALL INITIALLY BE ISSUED AS ONE OR MORE CERTIFICATES REGISTERED
IN
THE NAME OF THE DEPOSITORY OR ITS NOMINEE AND, EXCEPT AS PROVIDED BELOW,
REGISTRATION OF SUCH CERTIFICATES MAY NOT BE TRANSFERRED BY THE TRUSTEE EXCEPT
TO ANOTHER DEPOSITORY THAT AGREES TO HOLD SUCH CERTIFICATES FOR THE RESPECTIVE
CERTIFICATE OWNERS WITH OWNERSHIP INTERESTS THEREIN. THE CERTIFICATE OWNERS
SHALL HOLD THEIR RESPECTIVE OWNERSHIP INTERESTS IN AND TO EACH OF SUCH
BOOK-ENTRY CERTIFICATES THROUGH THE BOOK-ENTRY FACILITIES OF THE DEPOSITORY
AND,
EXCEPT AS PROVIDED BELOW, SHALL NOT BE ENTITLED TO DEFINITIVE CERTIFICATES
IN
RESPECT OF SUCH OWNERSHIP INTERESTS. ALL TRANSFERS BY CERTIFICATE OWNERS OF
THEIR RESPECTIVE OWNERSHIP IN THE 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 TRANSFER THE OWNERSHIP INTERESTS ONLY IN THE 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. THE TRUSTEE SHALL
NOT BE REQUIRED TO MONITOR, DETERMINE OR INQUIRE AS TO COMPLIANCE WITH THE
TRANSFER RESTRICTIONS WITH RESPECT TO THE BOOK-ENTRY CERTIFICATES, AND THE
TRUSTEE SHALL HAVE NO LIABILITY FOR TRANSFERS OF OWNERSHIP INTERESTS IN THE
BOOK-ENTRY CERTIFICATES MADE THROUGH THE BOOK-ENTRY FACILITIES OF THE DEPOSITORY
OR BETWEEN OR AMONG DEPOSITORY PARTICIPANTS OR CERTIFICATE OWNERS, MADE IN
VIOLATION OF THE APPLICABLE RESTRICTIONS.
B-2-1
ANY
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION
5.02(c) OF THE AGREEMENT (AS DEFINED BELOW).
B-2-2
Certificate
No. 1
|
Adjustable
Pass-Through Rate
|
Class
1-B
|
Aggregate
Initial Certificate Principal
|
Balance
of the Class 1-B Certificates:
|
|
$[____________]
|
|
Date
of Pooling and Servicing
|
Initial
Certificate Principal Balance of this Certificate:
|
Agreement
and Cut-off Date:
December
1, 2006
|
$[____________]
|
First
Distribution Date:
|
CUSIP:
[________]
|
January
25, 2007
|
|
Master
Servicer:
|
|
Impac
Funding Corporation
|
|
Assumed
Final Distribution Date:
|
|
[________
__], 20__
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2006-5
evidencing
a percentage interest in any distributions allocable to the Class 1-B
Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable-rate and fixed-rate, first and second lien, one-to-four family
residential mortgage loans and adjustable-rate and fixed-rate, first lien
multifamily, commercial and mixed-use mortgage loans formed and sold by IMPAC
SECURED ASSETS CORP.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Impac Secured Assets Corp., the Master
Servicer, the Trustee referred to below or any of their affiliates. Neither
this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental agency or instrumentality or by Impac Secured Assets Corp., the
Master Servicer, the Trustee or any of their affiliates. None of the Company,
the Master Servicer or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
B-2-3
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the Initial Certificate
Principal Balance of this Certificate by the aggregate Initial Certificate
Principal Balance of all Class 1-B Certificates, both as specified above) in
certain distributions with respect to a Trust Fund consisting primarily of
a
pool of adjustable-rate and fixed-rate, first and second lien, one-to-four
family residential mortgage loans and adjustable-rate and fixed-rate, first
lien
multifamily, commercial and mixed-use mortgage loans (the “Mortgage Loans”),
formed and sold by Impac Secured Assets Corp. (hereinafter called the “Company,”
which term includes any successor entity under the Agreement referred to below).
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as specified above (the “Agreement”) among the Company, the Master Servicer and
Deutsche Bank National Trust Company, as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject
to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date”), commencing as described in the
Agreement, to the Person in whose name this Certificate is registered on the
Business Day immediately preceding such Distribution Date (the “Record Date”),
from the Available Funds in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount of interest and principal,
if any, required to be distributed to Holders of Class 1-B Certificates on
such
Distribution Date.
Distributions
on this Certificate will be made either by the Trustee or by a Paying Agent
appointed by the Trustee either in immediately available funds (by wire transfer
or otherwise) for the account of the Person entitled thereto if such Person
shall have so notified the Trustee or such Paying Agent at least 5 Business
Days
prior to the related Record Date, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose in the City and State of New York. The Initial Certificate
Principal Balance of this Certificate is set forth above. The Certificate
Principal Balance hereof will be reduced to the extent of the distributions
allocable to principal and any Realized Losses allocable hereto.
This
Certificate is one of a duly authorized issue of Certificates issued in several
Classes designated as Mortgage Pass-Through Certificates of the Series specified
hereon (herein collectively called the “Certificates”).
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event the Master Servicer advances funds
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
B-2-4
As
provided in the Agreement, withdrawals from the Custodial Account and/or the
Certificate Account created for the benefit of Certificateholders may be made
by
the Master Servicer from time to time for purposes other than distributions
to
Certificateholders, such purposes including without limitation reimbursement
to
the Trustee, the Company and the Master Servicer of advances made, or certain
expenses incurred, by either of them.
The
Agreement permits, with certain exceptions therein provided, the amendment
of
the Agreement and the modification of the rights and obligations of the Company,
the Master Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Company, the Master Servicer and the
Trustee with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby and with the consent of the Certificate Insurer.
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 herefor or in
lieu hereof whether or not notation of such consent is made upon the
Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Certificate Insurer and the Holders
of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
Any
transferee shall be deemed to have made the representations set forth in Section
5.02(c) of the Agreement.
No
transfer of this Class 1-B Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance
with
said Act and laws. In the event that such a transfer is to be made, (i) the
Trustee shall require an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended,
and
of any applicable statute of any state and (ii) the transferee and transferor
shall execute a representation letter in the form described by the Agreement.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Company and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trustee, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
B-2-5
The
Certificates are issuable only as registered Certificates without coupons in
Classes and in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations evidencing the
same Class and 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
Company, the Master Servicer and the Trustee and any agent of the Company,
the
Master Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither
the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This
Certificate shall be governed by and construed in accordance with the laws
of
the State of New York.
The
Group
1 Certificates are subject to termination in whole, but not in part, by the
Master Servicer, on or after the Distribution Date on which the aggregate Stated
Principal Balance of the Group 1 Mortgage Loans as of the end of the related
Due
Period is less than or equal to 10% of the aggregate Stated Principal Balance
of
the Group 1 Mortgage Loans as of the Cut off Date. The Group 2 Certificates
are
subject to termination in whole, but not in part, by the Master Servicer, on
or
after the Distribution Date on which the aggregate Stated Principal Balance
of
the Group 2 Mortgage Loans as of the end of the related Due Period is less
than
or equal to 10% of the aggregate Stated Principal Balance of the Group 2
Mortgage Loans as of the Cut off Date; provided,
however, that
no
such purchase will be permitted if it would result in a draw on the Certificate
Guaranty Insurance Policy, unless the Certificate Insurer consents in writing
to
such purchase.
Unless
the certificate of authentication hereon has been executed by the Trustee,
by
manual signature, this Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.
B-2-6
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
December 21, 2006
|
DEUTSCHE
BANK NATIONAL
TRUST
COMPANY
as
Trustee
By:______________________________
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class 1-B Certificates referred to in the within-mentioned
Agreement.
DEUTSCHE
BANK NATIONAL
TRUST
COMPANY
as
Trustee
By:______________________________
Authorized
Signatory
|
B-2-7
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
_____________________________________ (Please print or typewrite name and
address including postal zip code of assignee) a Percentage Interest evidenced
by the within Mortgage Pass-Through Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I
(We)
further direct the 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
Signature
Guaranteed
|
B-2-8
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
for the
account of
account
number
,or,
if
mailed by check, to Applicable
statements should be mailed to
.
This
information is provided by ,
the
assignee named above, or ,
as its
agent.
X-0-0
XXXXXXX
X-0
FORM
OF
CLASS C CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE SHALL BE MADE
EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
B-3-1
NO
TRANSFER OF ANY CLASS C CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED TRANSFEREE
OF SUCH CLASS C CERTIFICATE (1) PROVIDES TO THE TRUSTEE THE APPROPRIATE TAX
CERTIFICATION FORM THAT WOULD ELIMINATE ANY WITHHOLDING OR DEDUCTION FOR TAXES
FROM AMOUNTS PAYABLE TO THE TRUSTEE, ON BEHALF OF THE SUPPLEMENTAL INTEREST
TRUST, PURSUANT TO THE RELATED INTEREST RATE SWAP AGREEMENT BY THE RELATED
SWAP
PROVIDER (I.E., IRS FORM W-9 OR IRS FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI,
AS
APPLICABLE (OR ANY SUCCESSOR FORM THERETO)) AND (2) AGREES TO UPDATE SUCH FORMS
(I) UPON EXPIRATION OF ANY SUCH FORM, (II) AS REQUIRED UNDER THEN APPLICABLE
U.S. TREASURY REGULATIONS AND (III) PROMPTLY UPON LEARNING THAT SUCH FORM HAS
BECOME OBSOLETE OR INCORRECT, EACH AS A CONDITION TO SUCH TRANSFER. UNDER THE
AGREEMENT, UPON RECEIPT OF ANY SUCH TAX CERTIFICATION FORM FROM A PROPOSED
TRANSFEREE OF ANY CLASS C CERTIFICATE, THE TRUSTEE SHALL FORWARD SUCH TAX
CERTIFICATION FORM PROVIDED TO IT TO THE RELATED SWAP PROVIDER AND THE RELATED
CAP COUNTERPARTIES. EACH HOLDER OF A CLASS C CERTIFICATE AND EACH TRANSFEREE
THEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE TRUSTEE FORWARDING TO THE
RELATED SWAP PROVIDER AND THE RELATED CAP COUNTERPARTIES ANY TAX CERTIFICATION
FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE WITH THESE TRANSFER RESTRICTIONS.
ANY PURPORTED SALES OR TRANSFERS OF ANY CLASS C CERTIFICATE TO A TRANSFEREE
WHICH DOES NOT COMPLY WITH THESE REQUIREMENTS SHALL BE DEEMED NULL AND VOID
UNDER THE AGREEMENT.
B-3-2
Certificate
No. [ ]
|
|
Class
[1][2]-C
|
Aggregate
Initial Notional Amount of the Class [1][2]-C
Certificates:
|
$_____________]
|
|
Date
of Pooling and Servicing
|
Initial
Notional Amount of this Certificate:
|
Agreement
and Cut-off Date:
December
1, 2006
|
$[_____________]
|
First
Distribution Date:
|
Initial
Certificate Principal Balance
|
January
25, 2007
|
of
this Certificate $[_________]
|
Master
Servicer:
|
Percentage
Interest of this
|
Impac
Funding Corporation
|
Certificate:
[___]%
|
Assumed
Final Distribution Date:
|
CUSIP:
[_________]
|
[_______
___], 20--
|
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2006-5
evidencing
percentage interest in the distributions allocable to the Class [1][2]-C
Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable-rate and fixed-rate, first and second lien, one-to-four family
residential mortgage loans and adjustable-rate and fixed-rate, first lien
multifamily, commercial and mixed-use mortgage loans formed and sold by IMPAC
SECURED ASSETS CORP.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Impac Secured Assets Corp., the Master
Servicer, the Trustee referred to below or any of their affiliates. Neither
this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental agency or instrumentality or by Impac Secured Assets Corp., the
Master Servicer, the Trustee or any of their affiliates. None of the Company,
the Master Servicer or any of their affiliates will have any obligation with
respect to any certificate or other or obligation secured by or payable from
payments on the Certificates.
B-3-3
This
certifies that Deutsche Bank National Trust Company is the registered owner
of
the Percentage Interest evidenced by this Class [1][2]-C Certificate (obtained
by dividing the Original Class [1][2]-C Certificate by the Original Class
Certificate Principal Balance) in certain distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Impac Secured Assets
Corp. (the “Company”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of December 1, 2006 (the “Agreement”) among the Company, as
depositor, Impac Funding Corporation, as master servicer (the “Master Servicer”)
and Deutsche Bank National Trust Company, as trustee (the “Trustee”). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Class [1][2]-C Certificate is issued under
and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Class [1][2]-C Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the “Distribution Date”), commencing as described in the
Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last Business Day of the month immediately preceding
the month of such Distribution Date (the “Record Date”), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if
any)
required to be distributed to Holders of Class [1][2]-C Certificates on such
Distribution Date.
Distributions
on this Certificate will be made either by the Trustee or by a Paying Agent
appointed by the Trustee either in immediately available funds (by wire transfer
or otherwise) for the account of the Person entitled thereto if such Person
shall have so notified the Trustee or such Paying Agent at least 5 Business
Days
prior to the related Record Date, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose in the City and State of New York.
This
Certificate is one of a duly authorized issue of Certificates issued in several
Classes designated as Mortgage Pass-Through Certificates of the Series specified
hereon (herein collectively called the “Certificates”).
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event the Master Servicer advances funds
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
B-3-4
As
provided in the Agreement, withdrawals from the Custodial Account and/or the
Certificate Account created for the benefit of Certificateholders may be made
by
the Master Servicer from time to time for purposes other than distributions
to
Certificateholders, such purposes including without limitation reimbursement
to
the Trustee, the Company and the Master Servicer of advances made, or certain
expenses incurred, by either of them.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder's prospective transferee shall each
certify to the Trustee and the Company in writing the facts surrounding the
transfer. In the event that such a transfer is not to be made pursuant to Rule
144A of the act, there shall be delivered to the Trustee and the Company of
an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Master Servicer or the Company; or there shall be delivered to
the
Trustee and the Company a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Company against any liability that may result if the transfer
is
not so exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
The
Agreement permits, with certain exceptions therein provided, the amendment
of
the Agreement and the modification of the rights and obligations of the Company,
the Master Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Company, the Master Servicer and the
Trustee with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby and with the consent of the Certificate Insurer.
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 herefor or in
lieu hereof whether or not notation of such consent is made upon the
Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Certificate Insurer and the Holders
of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trustee, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
B-3-5
The
Certificates are issuable only as registered Certificates without coupons in
Classes and in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations evidencing the
same Class and 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
Company, the Master Servicer and the Trustee and any agent of the Company,
the
Master Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither
the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This
Certificate shall be governed by and construed in accordance with the laws
of
the State of New York.
The
Group
1 Certificates are subject to termination in whole, but not in part, by the
Master Servicer, on or after the Distribution Date on which the aggregate Stated
Principal Balance of the Group 1 Mortgage Loans as of the end of the related
Due
Period is less than or equal to 10% of the aggregate Stated Principal Balance
of
the Group 1 Mortgage Loans as of the Cut-off Date. The Group 2 Certificates
are
subject to termination in whole, but not in part, by the Master Servicer, on
or
after the Distribution Date on which the aggregate Stated Principal Balance
of
the Group 2 Mortgage Loans as of the end of the related Due Period is less
than
or equal to 10% of the aggregate Stated Principal Balance of the Group 2
Mortgage Loans as of the Cut-off Date; provided,
however, that
no
such purchase will be permitted if it would result in a draw on the Certificate
Guaranty Insurance Policy, unless the Certificate Insurer consents in writing
to
such purchase.
Unless
the certificate of authentication hereon has been executed by the Trustee,
by
manual signature, this Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.
B-3-6
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
December 21, 2006
|
DEUTSCHE
BANK NATIONAL
TRUST
COMPANY
as
Trustee
By:______________________________
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [1][2]-C Certificates referred to in the within-mentioned
Agreement.
DEUTSCHE
BANK NATIONAL
TRUST
COMPANY
as
Trustee
By:______________________________
Authorized
Signatory
|
B-3-7
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
_____________________________________ (Please print or typewrite name and
address including postal zip code of assignee) a Percentage Interest evidenced
by the within Mortgage Pass-Through Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I
(We)
further direct the 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
|
|
Signature
Guaranteed
|
B-3-8
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
________________________________________________for the account of ______________
account
number ___________, or, if mailed by check, to_____________________ Applicable
statements should be mailed to ______________________________________
______________________________________________________________________________
_________.
This
information is provided by __________________, the assignee named above, or
____________________,
as its
agent.
X-0-0
XXXXXXX
X-0
FORM
OF
CLASS P CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986, AS AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE SHALL BE MADE
EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
B-4-1
Certificate
No. []
|
|
Class
[1][2]-P
|
Aggregate
Initial Certificate Principal
|
Balance
of the Class [1][2]-P Certificates:
|
|
$[_________]
|
|
Date
of Pooling and Servicing
|
Initial
Certificate Principal Balance
|
Agreement
and Cut-off Date:
December
1, 2006
|
of
this Certificate Denomination:
|
$[_________]
|
|
First
Distribution Date
|
Percentage
Interest of this Certificate:
|
January
25, 2007
|
[___]%
|
Master
Servicer
|
CUSIP:
[_________]
|
Impac
Funding Corporation
|
|
Assumed
Final Distribution Date:
|
|
[________
___], 20__
|
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2006-5
evidencing
a percentage interest in any distributions allocable to the Class [1][2]-P
Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable-rate and fixed-rate, first and second lien, one-to-four family
residential mortgage loans and adjustable-rate and fixed-rate, first lien
multifamily, commercial and mixed-use mortgage loans formed and sold by IMPAC
SECURED ASSETS CORP.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Impac Secured Assets Corp., the Master
Servicer, the Trustee referred to below or any of their affiliates. Neither
this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental agency or instrumentality or by Impac Secured Assets Corp., the
Master Servicer, the Trustee or any of their affiliates. None of the Company,
the Master Servicer or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
B-4-2
This
certifies that Deutsche Bank National Trust Company is the registered owner
of
the Percentage Interest evidenced by this Class [1][2]-P Certificate (obtained
by dividing the Denomination of this Class [1][2]-P Certificate by the Original
Class Certificate Principal Balance) in certain distributions with respect
to a
Trust Fund consisting primarily of a pool adjustable-rate and fixed-rate, first
and second lien, one-to-four family residential mortgage loans and
adjustable-rate and fixed-rate, first lien multifamily, commercial and mixed-use
mortgage loans (the “Mortgage Loans”), formed and sold by Impac Secured Assets
Corp. (hereinafter called the “Company,” which term includes any successor
entity under the Agreement referred to below). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as specified above (the
“Agreement”) among the Company, the Master Servicer, Deutsche Bank National
Trust Company, as trustee (the “Trustee”), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement; to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the “Distribution Date”), commencing as described in the
Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last Business Day of the month immediately preceding
the month of such Distribution Date (the “Record Date”), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of Prepayment Charges and
principal, if any) required to be distributed to Holders of Class [1][2]-P
Certificates on such Distribution Date.
Distributions
on this Certificate will be made either by the Trustee or by a Paying Agent
appointed by the Trustee either in immediately available funds (by wire transfer
or otherwise) for the account of the Person entitled thereto if such Person
shall have so notified the Trustee or such Paying Agent at least 5 Business
Days
prior to the related Record Date, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose in the City and State of New York. The Initial Certificate
Principal Balance of this Certificate is set forth above. The Certificate
Principal Balance hereof will be reduced to the extent of the distributions
allocable to principal allocable hereto.
B-4-3
This
Certificate is one of a duly authorized issue of Certificates issued in several
Classes designated as Mortgage Pass-Through Certificates of the Series specified
hereon (herein collectively called the “Certificates”).
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event the Master Servicer advances funds
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As
provided in the Agreement, withdrawals from the Custodial Account and/or the
Certificate Account created for the benefit of Certificateholders may be made
by
the Master Servicer from time to time for purposes other than distributions
to
Certificateholders, such purposes including without limitation reimbursement
to
the Trustee, the Company and the Master Servicer of advances made, or certain
expenses incurred, by either of them.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder's prospective transferee shall each
certify to the Trustee and the Company in writing the facts surrounding the
transfer. In the event that such a transfer is not to be made pursuant to Rule
144A of the Act, there shall be delivered to the Trustee and the Company of
an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Master Servicer or the Company; or there shall be delivered to
the
Trustee and the Company a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Company against any liability that may result if the transfer
is
not so exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
The
Agreement permits, with certain exceptions therein provided, the amendment
of
the Agreement and the modification of the rights and obligations of the Company,
the Master Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Company, the Master Servicer and the
Trustee with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby and with the consent of the Certificate Insurer.
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 herefor or in
lieu hereof whether or not notation of such consent is made upon the
Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Certificate Insurer and the Holders
of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
B-4-4
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trustee, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons in
Classes and in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations evidencing the
same Class and 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
Company, the Master Servicer and the Trustee and any agent of the Company,
the
Master Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither
the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This
Certificate shall be governed by and construed in accordance with the laws
of
the State of New York.
The
Group
1 Certificates are subject to termination in whole, but not in part, by the
Master Servicer, on or after the Distribution Date on which the aggregate Stated
Principal Balance of the Group 1 Mortgage Loans as of the end of the related
Due
Period is less than or equal to 10% of the aggregate Stated Principal Balance
of
the Group 1 Mortgage Loans as of the Cut-off Date. The Group 2 Certificates
are
subject to termination in whole, but not in part, by the Master Servicer, on
or
after the Distribution Date on which the aggregate Stated Principal Balance
of
the Group 2 Mortgage Loans as of the end of the related Due Period is less
than
or equal to 10% of the aggregate Stated Principal Balance of the Group 2
Mortgage Loans as of the Cut-off Date; provided,
however, that
no
such purchase will be permitted if it would result in a draw on the Certificate
Guaranty Insurance Policy, unless the Certificate Insurer consents in writing
to
such purchase.
B-4-5
Unless
the certificate of authentication hereon has been executed by the Trustee,
by
manual signature, this Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.
B-4-6
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
December 21, 2006
|
DEUTSCHE
BANK NATIONAL
TRUST
COMPANY
as
Trustee
By:______________________________
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [1][2]-P Certificates referred to in the within-mentioned
Agreement.
DEUTSCHE
BANK NATIONAL
TRUST
COMPANY
as
Trustee
By:______________________________
Authorized
Signatory
|
B-4-7
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
|
B-4-8
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
________________________________________________for the account of ______________
account
number ___________, or, if mailed by check, to________________ _____ Applicable
statements should be mailed to ______________________________________
______________________________________________________________________________
_________.
This
information is provided by __________________, the assignee named above, or
____________________,
as its
agent.
X-0-0
XXXXXXX
X-0
FORM
OF
CLASS R CERTIFICATE
THIS
CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(c) OF THE AGREEMENT
OR
AN OPINION OF COUNSEL AS PROVIDED IN SECTION 5.02(c) THAT THE PURCHASE OF THIS
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF
THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE
TO
ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING
AND
SERVICING AGREEMENT (THE “AGREEMENT”).
THIS
CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
B-5-1
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND
THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR
POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B)
ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C)
ANY
ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (D) ANY ELECTING
LARGE PARTNERSHIP WITHIN THE MEANING OF SECTION 775(a) OF THE CODE (ANY SUCH
PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C) OR (D) BEING HEREIN
REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX, (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS
RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND (4) SUCH
TRANSFEREE IS NOT A NON-UNITED STATES PERSON. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR NON-UNITED STATE PERSON OR AN
AGENT OF A DISQUALIFIED ORGANIZATION OR NON-UNITED STATES PERSON, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
B-5-2
Certificate
No. 1
|
|
Class
R
|
|
Date
of Pooling and Servicing
|
Percentage
Interest: 100%
|
Agreement
and Cut-off Date: December 1, 2006
|
|
First
Distribution Date: January 25, 2007
|
|
Master
Servicer:
|
|
Impac
Funding Corporation
|
|
Assumed
Final Distribution Date: [_________], 20__
|
CUSIP:
[_________]
|
MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES
2006-5
evidencing
a percentage interest in any distributions allocable to the Class R Certificates
with respect to a Trust Fund consisting primarily of a pool of adjustable-rate
and fixed-rate, first and second lien, one-to-four family residential mortgage
loans and adjustable-rate and fixed-rate, first lien multifamily, commercial
and
mixed-use mortgage loans formed and sold by IMPAC SECURED ASSETS
CORP.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Impac Secured Assets Corp., the Master
Servicer, the Trustee referred to below or any of their affiliates. Neither
this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental agency or instrumentality or by Impac Secured Assets Corp., the
Master Servicer, the Trustee or any of their affiliates. None of the Company,
the Master Servicer or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This
certifies that Impac Funding Corporation is the registered owner of the
Percentage Interest evidenced by this Certificate stated above in certain
distributions with respect to a Trust Fund, consisting primarily of a pool
of
adjustable-rate and fixed-rate, first and second lien, one-to-four family
residential mortgage loans and adjustable-rate and fixed-rate, first lien
multifamily, commercial and mixed-use mortgage loans (the “Mortgage Loans”),
formed and sold by Impac Secured Assets Corp. (hereinafter called the “Company,”
which term includes any successor entity under the Agreement referred to below).
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as specified above (the “Agreement”) among the Company, the Master Servicer,
Deutsche Bank National Trust Company, as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject
to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
B-5-3
This
Certificate does not have a principal balance or pass-through rate and will
be
entitled to distributions only to the Patent set forth in the Agreement. In
addition, any distribution of the proceeds of any remaining assets of the Trust
will be made only upon presentment and surrender of this Certificate at the
office or agency maintained by the Trustee.
This
Certificate is one of a duly authorized issue of Certificates issued in several
Classes designated as Mortgage Pass-Through Certificates of the Series specified
hereon (herein collectively called the “Certificates”).
As
provided in the Agreement, withdrawals from the Custodial Account and/or the
Certificate Account created for the benefit of Certificateholders may be made
by
the Master Servicer from time to time for purposes other than distributions
to
Certificateholders, such purposes including without limitation reimbursement
to
the Trustee, the Company and the Master Servicer of advances made, or certain
expenses incurred, by either of them.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder's prospective transferee shall each
certify to the Trustee and the Company in writing the facts surrounding the
transfer. In the event that such a transfer is not to be made pursuant to Rule
144A of the Act, there shall be delivered to the Trustee and the Company of
an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Master Servicer or the Company; or there shall be delivered to
the
Trustee and the Company a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Company against any liability that may result if the transfer
is
not so exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions of the Agreement, including but not limited to the restrictions
that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee, (ii) no Ownership Interest, in
this
Certificate may be transferred without delivery to the Trustee of (a) a transfer
affidavit of the proposed transferee and (b) a transfer certificate of the
transferor, each of such documents to be in the form described in the Agreement,
(iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Certificate must
agree
not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v)
any
attempted or purported transfer of any Ownership Interest in this Certificate
in
violation of such restrictions will be absolutely null and void and will vest
no
rights in the purported transferee. Pursuant to the Agreement, the Trustee
will
provide the Internal Revenue Service and any pertinent persons with the
information needed to compute the tax imposed under the applicable tax laws
on
transfers of residual interests to disqualified organizations, if any person
other than a Permitted Transferee acquires an Ownership Interest on a Class
[R]
Certificate in violation of the restrictions mentioned above.
B-5-4
The
Agreement permits, with certain exceptions therein provided, the amendment
of
the Agreement and the modification of the rights and obligations of the Company,
the Master Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Company, the Master Servicer and the
Trustee with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby and with the consent of the Certificate Insurer.
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 herefor or in
lieu hereof whether or not notation of such consent is made upon the
Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Certificate Insurer and the Holders
of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trustee, duly endorsed by, or accompanied by an,
assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons in
Classes and in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations evidencing the
same Class and 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.
B-5-5
The
Company, the Master Servicer and the Trustee and any agent of the Company,
the
Master Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither
the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This
Certificate shall be governed by and construed in accordance with the laws
of
the State of New York.
The
Group
1 Certificates are subject to termination in whole, but not in part, by the
Master Servicer, on or after the Distribution Date on which the aggregate Stated
Principal Balance of the Group 1 Mortgage Loans as of the end of the related
Due
Period is less than or equal to 10% of the aggregate Stated Principal Balance
of
the Group 1 Mortgage Loans as of the Cut-off Date. The Group 2 Certificates
are
subject to termination in whole, but not in part, by the Master Servicer, on
or
after the Distribution Date on which the aggregate Stated Principal Balance
of
the Group 2 Mortgage Loans as of the end of the related Due Period is less
than
or equal to 10% of the aggregate Stated Principal Balance of the Group 2
Mortgage Loans as of the Cut-off Date; provided,
however, that
no
such purchase will be permitted if it would result in a draw on the Certificate
Guaranty Insurance Policy, unless the Certificate Insurer consents in writing
to
such purchase.
Unless
the certificate of authentication hereon has been executed by the Trustee,
by
manual signature, this Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.
B-5-6
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
December 21, 2006
|
DEUTSCHE
BANK NATIONAL
TRUST
COMPANY
as
Trustee
By:______________________________
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [R] Certificates referred to in the within-mentioned
Agreement.
DEUTSCHE
BANK NATIONAL
TRUST
COMPANY
as
Trustee
By:______________________________
Authorized
Signatory
|
B-5-7
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
|
B-5-8
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.
B-5-9
EXHIBIT
C
FORM
OF
CUSTODIAN'S INITIAL CERTIFICATION
_______________,
20___
Impac
Funding Corporation
00000
Xxxxxxxx Xxxx
Xxxxxx,
Xxxxxxxxxx 00000
Re:
|
Pooling
and Servicing Agreement, dated as of December 1, 2006 among
Impac
|
|
Secured
Assets Corp., Impac Funding Corporation and Deutsche Bank
National
|
||
Trust
Company, Mortgage Pass-Through Certificates, Series
2006-5
|
Ladies
and Gentlemen:
In
accordance with Section 2.02 of the above-captioned Pooling and Servicing
Agreement, the undersigned, as Custodian, hereby certifies that as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan
paid in full or listed on the attachment hereto) it has reviewed the Mortgage
File and the Mortgage Loan Schedule and has determined that: (i) all documents
required to be included in the Mortgage File are in its possession; (ii)
such
documents have reviewed by it and appear regular on their face and relate
to
such Mortgage Loan; and (iii) based on examination by it, and only as to
such
documents, the information set forth in items (iii) and (iv) of the definition
or description of “Mortgage Loan Schedule” is correct.
The
Custodian has made no independent examination of any documents contained
in each
Mortgage File beyond the review specifically required in the above-referenced
Pooling and Servicing Agreement. The Custodian makes no representation
that any
documents specified in clause (vi) of Section 2.01 should be included in
any
Mortgage File. The Custodian makes no representations as to and shall not
be
responsible to verify: (i) the validity, legality, sufficiency, enforceability,
due authorization, recordability or genuineness of any of the documents
contained in each Mortgage File of any of the Mortgage Loans identified
on the
Mortgage Loan Schedule, (ii) the collectability, insurability, effectiveness
or
suitability of any such Mortgage Loan, or (iii) the existence of any assumption,
modification, written assurance or substitution agreement with respect
to any
Mortgage File if no such documents appear in the Mortgage File delivered
to the
Custodian.
C-1
Capitalized
words and phrases used herein shall have the respective meanings assigned
to
them in the above-captioned Pooling and Servicing Agreement.
[_______________________________]
|
|
By:
________________________________
|
|
Name:
|
|
Title:
|
|
C-2
EXHIBIT
D
FORM
OF
CUSTODIAN FINAL CERTIFICATION
______________,
20__
Impac
Funding Corporation
00000
Xxxxxxxx Xxxx
Xxxxxx,
Xxxxxxxxxx 00000
Ambac
Assurance Corporation
Re:
|
Pooling
and Servicing Agreement, dated as of December 1, 2006 among Impac
|
|
Secured
Assets Corp., Impac Funding Corporation and Deutsche Bank National
|
||
Trust
Company, Mortgage Pass-Through
Certificates, Series
2006-5
|
Ladies
and Gentlemen:
In
accordance with Section 2.02 of the above-captioned Pooling and Servicing
Agreement, the undersigned, as Custodian, hereby certifies that as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan
paid in full or listed on the attachment hereto) it has received the documents
set forth in Section 2.01.
The
Custodian has made no independent examination of any documents contained in
each
Mortgage File beyond the review specifically required in the above-referenced
Pooling and Servicing Agreement. The Custodian makes no representation that
any
documents specified in clause (vi) of Section 2.01 should be included in any
Mortgage File. The Custodian makes no representations as to and shall not be
responsible to verify: (i) the validity, legality, sufficiency, enforceability,
due authorization, recordability or genuineness of any of the documents
contained in each Mortgage File of any of the Mortgage Loans identified on
the
Mortgage Loan Schedule, (ii) the collectability, insurability, effectiveness
or
suitability of any such Mortgage Loan or (iii) the existence of any assumption,
modification, written assurance or substitution agreement with respect to any
Mortgage File if no such documents appear in the Mortgage File delivered to
the
Custodian.
D-1
Capitalized
words and phrases used herein shall have the respective meanings assigned to
them in the above-captioned Pooling and Servicing Agreement.
[_______________________________]
|
|
By:
________________________________
|
|
Name:
|
|
Title:
|
|
D-2
EXHIBIT
E
FORM
OF
REMITTANCE REPORT
(Provided
Upon Request)
E-1
EXHIBIT
F-1
REQUEST
FOR RELEASE
(for
Custodian)
Loan
Information
|
||
Name
of Mortgagor:
|
___________________________
|
|
Master
Servicer
|
||
Loan
No.:
|
___________________________
|
|
Trustee
|
||
Name:
|
___________________________
|
|
Address:
|
___________________________
|
|
___________________________
|
||
Trustee
|
||
Mortgage
File No.:
|
___________________________
|
F-1-1
Request
for Requesting Documents (check one):
1.
|
Mortgage
Loan Liquidated.
|
(The
Master Servicer hereby certifies that all proceeds of foreclosure, insurance
or
other liquidation have been finally received and deposited into the Custodial
Account to the extent required pursuant to the Pooling and Servicing
Agreement.)
2.
|
Mortgage
Loan in Foreclosure.
|
3.
|
Mortgage
Loan Repurchased Pursuant to Section 9.01 of the Pooling and Servicing
Agreement.
|
4.
|
Mortgage
Loan Repurchased Pursuant to Article II of the Pooling and Servicing
Agreement.
|
(The
Master Servicer hereby certifies that the repurchase price has been deposited
into the Custodial Account pursuant to the Pooling and Servicing
Agreement.)
5.
|
Other
(explain).
|
_________________________________________________________________________
|
_________________________________________________________________________
|
_________________________________________________________________________
|
_________________________________________________________________________
|
_________________________________________________________________________
|
_________________________________________________________________________
|
F-1-2
The
undersigned Master Servicer hereby acknowledges that it has received from the
Trustee for the Holders of Mortgage Pass-Through Certificates, Series 2006-5,
the documents referred to below (the “Documents”). All capitalized terms not
otherwise defined in this Request for Release shall have the meanings given
them
in the Pooling and Servicing Agreement, dated as of December 1, 2006 (the
“Pooling and Servicing Agreement”), among Impac Secured Assets Corp., Impac
Funding Corporation and the Trustee.
(
)
|
Promissory
Note dated _________________, 200_, in the original principal sum
of
$__________, made by __________________, payable to, or endorsed
to the
order of, the Trustee.
|
|
(
)
|
Mortgage
recorded on _________________________ as instrument no. ___________
in the
County Recorders Office of the County of ______________________,
State of
_____________________ in book/reel/docket of official records at
page/image _______________.
|
|
(
)
|
Deed
of Trust recorded on ____________________ as instrument no._____________
in the County Recorder's Office of the County of ______________________,
State of _____________________in book/reel/docket __________________
of
official records at page/image ________________.
|
|
(
)
|
Assignment
of Mortgage or Deed of Trust to the Trustee, recorded on _______________
as instrument no. ______________ in the County Recorder's Office
of the
County of ________________, State of ___________________ in
book/reel/docket ____________ of official records at page/image
___________.
|
|
(
)
|
Other
documents, including any amendments, assignments or other assumptions
of
the Mortgage Note or Mortgage.
|
|
(
)
|
_________________________
|
|
(
)
|
_________________________
|
|
(
)
|
_________________________
|
|
(
)
|
_________________________
|
F-1-3
The
undersigned Master Servicer hereby acknowledges and agrees as
follows:
(1) The
Master Servicer shall hold and retain possession of the Documents in trust
for
the benefit of the Trustee, solely for the purposes provided in the
Agreement.
(2) The
Master Servicer shall not cause or knowingly permit the Documents to become
subject to, or encumbered by, any claim, liens, security interest, charges,
writs of attachment or other impositions nor shall the Master Servicer assert
or
seek to assert any claims or rights of setoff to or against the Documents or
any
proceeds thereof.
(3) The
Master Servicer shall return each and every Document previously requested from
the Mortgage File to the Custodian when the need therefor no longer exists,
unless the Mortgage Loan relating to the Documents has been liquidated and
the
proceeds thereof have been remitted to the Custodial Account and except as
expressly provided in the Agreement.
(4) The
Documents and any proceeds thereof, including any proceeds of proceeds, coming
into the possession or control of the Master Servicer shall at all times be
earmarked for the account of the Trustee, and the Master Servicer shall keep
the
Documents and any proceeds separate and distinct from all other property in
the
Master Servicer's possession, custody or control.
IMPAC
FUNDING CORPORATION
|
|
By:
___________________________
Title:
___________________________
|
Date:
_________________, 200_
F-1-4
EXHIBIT
F-2
REQUEST
FOR RELEASE
[Mortgage
Loans Paid in Full]
OFFICER'S
CERTIFICATE AND TRUST RECEIPT
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2006-5
_____________________________________
HEREBY CERTIFIES THAT HE/SHE IS AN OFFICER OF THE MASTER SERVICER, HOLDING
THE
OFFICE SET FORTH BENEATH HIS/HER SIGNATURE, AND HEREBY FURTHER CERTIFIES AS
FOLLOWS:
WITH
RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND
SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:
ALL
PAYMENTS OF PRINCIPAL, PREMIUM (IF ANY), AND INTEREST HAVE BEEN
MADE.
LOAN
NUMBER: _____________________
|
BORROWER'S
NAME: ________________
|
COUNTY:
___________________________
|
F-2-1
WE
HEREBY
CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS, WHICH ARE
REQUIRED TO BE DEPOSITED IN THE CUSTODIAL ACCOUNT PURSUANT TO SECTION 3.10
OF
THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE CREDITED.
_________
____________
|
DATED:
_____________________
|
// VICE
PRESIDENT
// ASSISTANT
VICE PRESIDENT
F-2-2
EXHIBIT
G-1
FORM
OF
INVESTOR REPRESENTATION LETTER
___________,200__
Impac
Secured Assets Corp.
00000
Xxxxxxxx Xxxx
Xxxxxx,
Xxxxxxxxxx 00000
DB
Services Tennessee
000
Xxxxxxxxx Xxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxx 00000-0000
Attention:
Transfer Unit
Re:
|
Impac
Secured Assets Corp.
|
Mortgage
Pass-Through Certificates Series 2006-5, Class [_]
Certificates
|
Ladies
and Gentlemen:
______________
(the “Purchaser”) intends to purchase from ______________ (the “Seller”)
$_________ Initial Certificate Principal Balance of Mortgage Pass-Through
Certificates, Series 2006-5, Class _____ (the “Certificates”), issued pursuant
to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of December 1, 2006 among Impac Secured Assets Corp., as depositor
(the
“Company”), Impac Funding Corporation, as master servicer, Deutsche Bank
National Trust Company, as trustee (the “Trustee”). All terms used herein and
not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents and warrants
to,
and covenants with, the Company and the Trustee that:
1. The
Purchaser understands that (a) the Certificates have not been and will not
be
registered or qualified under the Securities Act of 1933, as amended (the “Act”)
or any state securities law, (b) the Company is not required to so register
or
qualify the Certificates, (c) the Certificates may be resold only if registered
and qualified pursuant to the provisions of the Act or any state securities
law,
or if an exemption from such registration and qualification is available, (d)
the Pooling and Servicing Agreement contains restrictions regarding the transfer
of the Certificates and (e) the Certificates will bear a legend to the foregoing
effect.
G-1-1
2. The
Purchaser is acquiring the Certificates for its own account for investment
only
and not with a view to or for sale in connection with any distribution thereof
in any manner that would violate the Act or any applicable state securities
laws.
3. The
Purchaser is (a) a substantial, sophisticated institutional investor having
such
knowledge and experience in financial and business matters, and, in particular,
in such matters related to securities similar to the Certificates, such that
it
is capable of evaluating the merits and risks of investment in the Certificates,
(b) able to bear the economic risks of such an investment and (c) an “accredited
investor” within the meaning of Rule 501 (a) promulgated pursuant to the
Act.
4. The
Purchaser has been furnished with, and has had an opportunity to review (a)
a
copy of the Pooling and Servicing Agreement and (b) such other information
concerning the Certificates, the Mortgage Loans and the Company as has been
requested by the Purchaser from the Company or the Seller and is relevant to
the
Purchaser's decision to purchase the Certificates. The Purchaser has had any
questions arising from such review answered by the Company or the Seller to
the
satisfaction of the Purchaser.
5. The
Purchaser has not and will not nor has it authorized or will it authorize any
person to (a) offer, pledge, sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate or any other similar security
to
any person in any manner, (b) solicit any offer to buy or to accept a pledge,
disposition of other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c)
otherwise approach or negotiate with respect to any Certificate, any interest
in
any Certificate or any other similar security with any person in any manner,
(d)
make any general solicitation by means of general advertising or in any other
manner or (e) take any other action, that (as to any of (a) through (e) above)
would constitute a distribution of any Certificate under the Act, that would
render the disposition of any Certificate a violation of Section 5 of the Act
or
any state securities law, or that would require registration or qualification
pursuant thereto. The Purchaser will not sell or otherwise transfer any of
the
Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.
Very
truly yours,
|
|
(Purchaser)
|
G-1-2
By:
Name:
Title:
|
G-1-3
EXHIBIT
G-2
FORM
OF
TRANSFEROR REPRESENTATION LETTER
______________,200___
Impac
Secured Assets Corp.
00000
Xxxxxxxx Xxxx
Xxxxxx,
Xxxxxxxxxx 00000
DB
Services Tennessee
000
Xxxxxxxxx Xxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxx 00000-0000
Attention:
Transfer Unit
Re:
|
Impac
Secured Assets Corp.
|
Mortgage
Pass-Through Certificates, Series 2006-5, Class []
Certificates
|
Ladies
and Gentlemen:
In
connection with the sale by ___________ (the “Seller”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of Mortgage
Pass-Through Certificates, Series 2006-5, Class _____ (the “Certificates”),
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and
Servicing Agreement”), dated as of December 1, 2006 among Impac Secured Assets
Corp., as depositor (the “Company”), Impac Funding Corporation, as master
servicer, Deutsche Bank National Trust Company, as trustee (the “Trustee”). The
Seller hereby certifies, represents and warrants to, and covenants with, the
Company and the Trustee that:
Neither
the Seller nor anyone acting on its behalf has (a) offered, pledged, sold,
disposed of or otherwise transferred any Certificate, any interest in any
Certificate or any other similar security to any person in any manner, (b)
has
solicited any offer to buy or to accept a pledge, disposition or other transfer
of any Certificate, any interest in any Certificate or any other similar
security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate
or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner,
or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the “Act”), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act in
any
manner set forth in the foregoing sentence with respect to any Certificate.
The
Seller has not and will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and Servicing
Agreement.
G-2-1
Very
truly yours,
_____________________
(Seller)
|
|
By:
_____________________
Name:
___________________
Title:
_____________________
|
G-2-2
EXHIBIT
G-3
FORM
OF
RULE 144A INVESTMENT REPRESENTATION
Description
of Rule 144A Securities, including numbers:
Impac
Secured Assets Corp.
Mortgage
Pass-Through Certificates
Series
2006-5, Class ____, No. ____
The
undersigned seller, as registered holder (the “Transferor”), intends to transfer
the Rule 144A Securities described above to the undersigned buyer (the
“Buyer”).
1.
In
connection with such transfer and in accordance with the agreements pursuant
to
which the Rule 144A Securities were issued, the Transferor hereby certifies
the
following facts: Neither the Transferor nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other
disposition of the Rule 144A Securities, or otherwise approached or negotiated
with respect to the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in any manner, or
made
any general solicitation by means of general advertising or in any other manner,
or taken any other action, which would constitute a distribution of the Rule
144A Securities under the Securities Act of 1933, as amended (the “1933 Act”),
or which would render the disposition of the Rule 144A Securities a violation
of
Section 5 of the 1933 Act or require registration pursuant thereto, and that
the
Transferor has not offered the Rule 144A Securities to any person other than
the
Buyer or another “qualified institutional buyer” as defined in Rule 144A under
the 0000 Xxx.
2.
The
Buyer warrants and represents to, and covenants with, the Transferor, the
Trustee and the Master Servicer pursuant to Section 5.02 of the Pooling and
Servicing Agreement as follows:
a.
The
Buyer understands that the Rule 144A Securities have not been registered under
the 1933 Act or the securities laws of any state.
b.
The
Buyer considers itself a substantial, sophisticated institutional investor
having such knowledge and experience in financial and business matters that
it
is capable of evaluating the merits and risks of investment in the Rule 144A
Securities.
c.
The
Buyer has been furnished with all information regarding the Rule 144A Securities
that it has requested from the Transferor, the Trustee or the Master
Servicer.
G-3-1
d.
Neither the Buyer nor anyone acting on its behalf has offered, transferred,
pledged, sold or otherwise disposed of the Rule 144A Securities, any interest
in
the Rule 144A Securities or any other similar security to, or solicited any
offer to buy or accept a transfer, pledge or other disposition of the Rule
144A
Securities, any interest in the Rule 144A Securities or any other similar
security from, or otherwise approached or negotiated with respect to the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar
security with, any person in any manner, or made any general solicitation by
means of general advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Rule 144A Securities under the
1933
Act or that would render the disposition of the Rule 144A Securities a violation
of Section 5 of the 1933 Act or require registration pursuant thereto, nor
will
it act, nor has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
e.
The
Buyer is a “qualified institutional buyer” as that term is defined in Rule 144
under the 1933 Act and has completed either of the forms of certification to
that effect attached hereto as Annex 1 or Annex 2. The Buyer is aware that
the
sale to it is being made in reliance on Rule 144A. The Buyer is acquiring the
Rule 144A Securities for its own account or the account of other qualified
institutional buyers, understands that such Rule 144 Securities may be resold,
pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
3.
The
Buyer warrants and represents to, and covenants with, the Transferor, the
Servicer and the Company that either (1) the Buyer is not an employee benefit
plan within the meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”) (“Plan”), or a plan within the
meaning of Section 4975(e)(1) of the Internal Revenue Code of 1986 (the “Code”)
(also a “Plan”), and the Buyer is not directly or indirectly purchasing the Rule
144A Securities on behalf of, as investment manager of, as named fiduciary
of,
as trustee of, or with assets of a Plan, or (2) the Buyer has provided the
Trustee with the opinion letter required by section 5.02(c) of the Pooling
and
Servicing Agreement.
4.
This
document may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed, shall
be deemed to be an original; such counterparts, together, shall constitute one
and the same document.
G-3-2
IN
WITNESS WHEREOF, each of the parties has executed this document as of the date
set forth below.
________________________________
Print
Name of Transferor
|
________________________________
Print
Name of Buyer
|
By:
________________________________
Name:
Title:
|
By:
________________________________
Name:
Title:
|
Taxpayer
Identification:
No.
________________________________
Date:
|
Taxpayer
Identification:
No.
________________________________
Date:
|
G-3-3
ANNEX
1 TO EXHIBIT G-
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Buyers Other Than Registered Investment Companies]
The
undersigned hereby certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:
1.
As
indicated below, the undersigned is the President, Chief Financial Officer,
Senior Vice President or other executive officer of the Buyer.
2.
In
connection with purchases by the Buyer, the Buyer is a “qualified institutional
buyer” as that term is defined in Rule 144A under the Securities Act of 1933
(“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary
basis $____________________1
in
securities (except for the excluded securities referred to below) as of the
end
of the Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the
category marked below.
____
|
Corporation,
etc.
The Buyer is a corporation (other than a bank, savings and loan
association or similar institution), Massachusetts or similar
business
trust, partnership, or charitable organization described in Section
501(c)(3) of the Internal Revenue Code.
|
____
|
Bank.
The Buyer (a) is a national bank or banking institution organized
under
the laws of any State, 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
statement, a copy of which is attached hereto.
|
____
|
Savings
and Loan.
The Buyer (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 institution and (b)
has an
audited net worth of at least $25,000,000 as demonstrated in
its latest
annual financial statements.
|
___________
1 Buyer
must own and/or invest on a discretionary basis at least $100,000,000
in
securities unless Buyer is a dealer, and, in that case, Buyer must own
and/or
invest on a discretionary basis at least $10,000,000 in securities.
G-3-4
____
|
Broker-dealer.
The Buyer is a dealer registered pursuant to Section 15 of the
Securities
Exchange Act of 1934.
|
____
|
Insurance
Company.
The Buyer 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,
territory or the District of Columbia.
|
____
|
State
or Local Plan.
The Buyer 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 Buyer is an employee benefit plan within the meaning of Title
I of the
Employee Retirement Income Security Act of 1974.
|
____
|
Investment
Adviser.
The Buyer is an investment adviser registered under the Investment
Advisers Act of 1940.
|
____
|
SBIC.
The Buyer is a Small Business Investment Company licensed by
the U.S.
Small Business Administration under Section 301(c) or (d) of
the Small
Business Investment Act of 1958.
|
____
|
Business
Development Company.
The Buyer is a business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940.
|
____
|
Trust
Fund.
The Buyer is a trust fund whose trustee is a bank or trust company
and
whose participants are exclusively (a) plans 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,
or (b) employee benefit plans within the meaning of Title I of
the
Employee Retirement Income Security Act of 1974, but is not a
trust fund
that includes as participants individual retirement accounts
or H.R. 10
plans.
|
3.
The
term “securities”
as
used
herein does
not include
(i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer
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.
4.
For
purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Buyer, the Buyer used the cost of such
securities to the Buyer and did not include any of the securities referred
to in
the preceding paragraph. Further, in determining such aggregate amount, the
Buyer may have included securities owned by subsidiaries of the Buyer, but
only
if such subsidiaries are consolidated with the Buyer in its financial statements
prepared in accordance with generally accepted accounting principles and if
the
investments of such subsidiaries are managed under the Buyer's direction.
However, such securities were not included if the Buyer is a majority-owned,
consolidated subsidiary of another enterprise and the Buyer is not itself a
reporting company under the Securities Exchange Act of 1934.
G-3-5
5.
The
Buyer acknowledges that it is familiar with Rule 144A and understands that
the
seller to it and other parties related to the Certificates are relying and
will
continue to rely on the statements made herein because one or more sales to
the
Buyer may be in reliance on Rule 144A.
___
|
___
|
Will
the Buyer be purchasing the Rule 144A
|
|
Yes
|
No
|
Securities
only for the Buyer's own account?
|
6.
If the
answer to the foregoing question is “no”, the Buyer agrees that, in connection
with any purchase of securities sold to the Buyer for the account of a third
party (including any separate account) in reliance on Rule 144A, the Buyer
will
only purchase for the account of a third party that at the time is a “qualified
institutional buyer” within the meaning of Rule 144A. In addition, the Buyer
agrees that the Buyer will not purchase securities for a third party unless
the
Buyer has obtained a current representation letter from such third party or
taken other appropriate steps contemplated by Rule 144A to conclude that such
third party independently meets the definition of “qualified institutional
buyer” set forth in Rule 144A.
7.
The
Buyer 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 Buyer's purchase of Rule 144A Securities will constitute a reaffirmation
of
this certification as of the date of such purchase.
________________________________
Print
Name of Buyer
|
|
By:
________________________________
Name:
Title:
Date:
________________________________
|
G-3-6
ANNEX
2 TO EXHIBIT G-3
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Buyers That Are Registered Investment Companies]
The
undersigned hereby certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:
1.
As
indicated below, the undersigned is the President, Chief Financial Officer
or
Senior Vice President of the Buyer or, if the Buyer is a “qualified
institutional buyer” as that term is defined in Rule 144A under the Securities
Act of 1933 (“Rule 144A”) because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
2.
In
connection with purchases by Buyer, the Buyer is a “qualified institutional
buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
company registered under the Investment Company Act of 1940, and (ii) as marked
below, the Buyer alone, or the Buyer'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 Buyer's most recent fiscal year. For purposes of
determining the amount of securities owned by the Buyer or the Buyer's Family
of
Investment Companies, the cost of such securities was used.
____
|
The
Buyer owned $_______________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most
recent
fiscal year (such amount being calculated in accordance with Rule
144A).
|
____
|
The
Buyer 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 Buyer'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
Buyer or are part of the Buyer'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.
G-3-7
5.
The
Buyer is familiar with Rule 144A and understands that each of the parties to
which this certification is made are relying and will continue to rely on the
statements made herein because one or more sales to the Buyer will be in
reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's
own account.
6.
The
undersigned will notify each of the parties to which this certification is
made
of any changes in the information and conclusions herein. Until such notice,
the
Buyer's purchase of Rule 144A Securities will constitute a reaffirmation of
this
certification by the undersigned as of the date of such purchase.
________________________________
Print
Name of Buyer
|
|
By:
________________________________
Name:
Title:
|
|
IF
AN ADVISER:
|
|
________________________________
Print
Name of Buyer
|
|
Date:
________________________________
|
G-3-8
EXHIBIT
G-4
FORM
OF
TRANSFEROR CERTIFICATE
______________,
200__
Impac
Secured Assets Corp.
00000
Xxxxxxxx Xxxx
Xxxxxx,
Xxxxxxxxxx 00000
DB
Services Tennessee
000
Xxxxxxxxx Xxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxx 00000-0000
Attention:
Transfer Unit
Re:
|
Impac
Secured Assets Corp.
|
Mortgage
Pass-Through Certificates
Series
2006-5, Class [R]_________
|
Ladies
and Gentlemen:
This
letter is delivered to you in connection with the sale by
________________________ (the “Seller”) to
_______________________________________ (the “Purchaser”) of a ____% Percentage
Interest in the Mortgage Pass-Through Certificates, Series 2006-5, Class [R]
“Certificates”), issued pursuant to Section 5.02 of the Pooling and Servicing
Agreement (the “Pooling and Servicing Agreement”), dated as of December 1, 2006,
among Impac Secured Assets Corp., as depositor (the “Company”), Impac Funding
Corporation, as master servicer and Deutsche Bank National Trust Company, as
trustee (the “Trustee”). All terms used herein and not otherwise defined shall
have the meaning set forth in the Pooling and Servicing Agreement. The Seller
hereby certifies, represents and warrants to, and covenants with, the Company
and the Trustee that:
1. No
purpose of the Seller relating to the sale of the Certificates by the Seller
to
the Purchaser is or will be to impede the assessment or collection of any
tax.
2. The
Seller understands that the Purchaser has delivered to the Trustee and the
Master Servicer a transfer affidavit and agreement in the form attached to
the
Pooling and Servicing Agreement as Exhibit G-5. The Seller does not know or
believe that any representation contained therein is false.
3. The
Seller has at the time of the transfer conducted a reasonable investigation
of
the financial condition of the Purchaser as contemplated by Treasury Regulations
Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Seller
has
determined that the Purchaser has historically paid its debts as they have
become due and has found no significant evidence to indicate that the Purchaser
will not continue to pay its debts as they become due in the future. The Seller
understands that the transfer of the Certificates may not be respected for
United States income tax purposes (and the Seller may continue to be liable
for
United States income taxes associated therewith) unless the Seller has conducted
such an investigation.
G-4-1
4. The
Seller has no actual knowledge that the proposed Transferee is a Disqualified
Organization, an agent of a Disqualified Organization or a Non-United States
Person.
Very
truly yours,
________________________________
(Seller)
|
|
By:
________________________________
Name________________________________
Title:
________________________________
|
G-4-2
EXHIBIT
G-5
FORM
OF
TRANSFER AFFIDAVIT AND AGREEMENT
STATE
OF
|
)
|
:ss.
|
|
COUNTY
OF
|
)
|
___________________,
being first duly sworn, deposes, represents and warrants:
1. That
he/she is [Title of Officer] of [Name of Owner], a [savings institution]
[corporation] duly organized and existing under the laws of [the State of
__________] [the United States], (the “Owner”), (record or beneficial owner of
the Class [R] Certificates (the “Class [R] Certificates”) on behalf of which
he/she makes this affidavit and agreement). This Class [R] Certificates were
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and
Servicing Agreement”) dated as of December 1, 2006 among Impac Secured Assets
Corp., as depositor, Impac Funding Corporation, as master servicer (the “Master
Servicer”) and Deutsche Bank National Trust Company, as trustee (the
“Trustee”).
2. That
the
Owner (i) is not and will not be a “disqualified organization” as of
_____________ [date of transfer] within the meaning of Section 860E(e)(5) of
the
Internal Revenue Code of 1986, as amended (the “Code”), (ii) will endeavor to
remain other than a disqualified organization for so long as it retains its
ownership interest in the Class [R] Certificates, and (iii) is acquiring the
Class [R] Certificates for its own account or for the account of another Owner
from which it has received an affidavit and agreement in substantially the
same
form as this affidavit and agreement. (For this purpose, a “disqualified
organization” means the United States, any state or political subdivision
thereof, any agency or instrumentality of any of the foregoing (other than
an
instrumentality all of the activities of which are subject to tax and, except
for Xxxxxxx Mac, a majority of whose board of directors is not selected by
any
such governmental entity) or any foreign government, international organization
or any agency or instrumentality of such foreign government or organization,
any
rural electric or telephone cooperative, or any organization (other than certain
farmers' cooperatives) that is generally exempt from federal income tax unless
such organization is subject to the tax on unrelated business taxable
income).
3. That
the
Owner is aware (i) of the tax that would be imposed on transfers of Class R
Certificates to disqualified organizations under the Code, that applies to
all
transfers of Class [R] Certificates after March 31, 1988; (ii) that such tax
would be on the transferor, or, if such transfer is through an agent (which
person includes a broker, nominee or middleman) for a disqualified organization,
on the agent; (iii) that the person otherwise liable for the tax shall be
relieved of liability for the tax if the transferee furnishes to such person
an
affidavit that the transferee is not a disqualified organization and, at the
time of transfer, such person does not have actual knowledge that the affidavit
is false; and (iv) that the Class [R] Certificates may be “noneconomic residual
interests” 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.
G-5-1
4. That
the
Owner is aware of the tax imposed on a “pass-through entity” holding Class [R]
Certificates if at any time during the taxable year of the pass-through entity
a
disqualified organization is the record holder of an interest in such entity.
(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.)
5. That
the
Owner is aware that the Trustee will not register the transfer of any Class
[R]
Certificates unless the transferee, or the transferee's agent, delivers to
it an
affidavit and agreement, among other things, in substantially the same form
as
this affidavit and agreement. The Owner expressly agrees that it will not
consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are
false.
6. That
the
Owner has reviewed the restrictions set forth on the face of the Class [R]
Certificates and the provisions of Section 5.02(e) of the Pooling and Servicing
Agreement under which the Class [R] Certificates were issued (in particular,
clause (iii)(A) and (iii)(B) of Section 5.02(e) which authorize the Trustee
to
deliver payments to a person other than the Owner and negotiate a mandatory
sale
by the Trustee in the event the Owner holds such Certificates in violation
of
Section 5.02(e)). The Owner expressly agrees to be bound by and to comply with
such restrictions and provisions.
7. That
the
Owner consents to any additional restrictions or arrangements that shall be
deemed necessary upon advice of counsel to constitute a reasonable arrangement
to ensure that the Class [R] Certificates will only be owned, directly or
indirectly, by an Owner that is not a disqualified organization.
8. The
Owner's Taxpayer Identification Number is ____________________ and the Owner
has
provided to the Trustee a correct, complete and duly executed Internal Revenue
Service Form W-9 (or successor thereto), together with appropriate
attachments.
9. This
affidavit and agreement relates only to the Class [R] Certificates held by
the
owner and not to any other holder of the Class [R] Certificates. The Owner
understands that the liabilities described herein relate only to the Class
[R]
Certificates.
10. That
no
purpose of the Owner relating to the transfer of any of the Class [R]
Certificates by the Owner is or will be to impede the assessment or collection
of any tax.
11. That
the
Owner has no present knowledge or expectation that it will be unable to pay
any
United States taxes owed by it so long as any of the Certificates remain
outstanding. In this regard, the Owner hereby represents to and for the benefit
of the person from whom it acquired the Class [R] Certificate that the Owner
intends to pay taxes associated with holding such Class [R] Certificate as
they
become due, fully understanding that it may incur tax liabilities in excess
of
any cash flows generated by the Class [R] Certificate.
G-5-2
12. That
the
Owner has no present knowledge or expectation that it will become insolvent
or
subject to a bankruptcy proceeding for so long as any of the Class [R]
Certificates remain outstanding.
13. The
Owner
is a citizen or resident of the United States, a corporation, partnership or
other entity created or organized in, or under the laws of, the United States
or
any political subdivision thereof, provided that with respect to any partnership
or other entity treated as a partnership for United States federal income tax
purposes, all persons that own an interest in such partnership either directly
or through any entity that is not a corporation for United States federal income
tax purposes are required by the applicable operative agreement to be United
States Persons, or an estate or trust whose income from sources without the
United States is includible in gross income for United States federal income
tax
purposes regardless of its connection with the conduct of a trade or business
within the United States.
14. (a)
The
Certificates (i) are not being acquired by, and will not be transferred to,
any
employee benefit plan within the meaning of section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or other
retirement arrangement, including individual retirement accounts and annuities,
Xxxxx plans and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements are invested,
that is subject to ERISA or Section 4975 of the Internal Revenue Code of 1986
(the “Code”) (any of the foregoing, a “Plan”), (ii) are not being acquired with
“plan assets” of a Plan within the meaning of the Department of Labor (“DOL”)
regulation, 29 C.F.R. § 2510.3-101 or otherwise under ERISA, and (iii) will not
be transferred to any entity that is deemed to be investing in plan assets
of a
plan within the meaning of the DOL regulation, 29 C.F.R. § 2510.3-101 or
otherwise under ERISA; or
(b)
The
Owner will provide the Trustee with an opinion of counsel, as specified in
Section 5.02(c) of the Pooling and Servicing Agreement, acceptable to and in
form and substance satisfactory to the Trustee to the effect that the purchase
of Certificates is permissible under applicable law, will not constitute or
result in any non-exempt prohibited transaction under ERISA or Section 4975
of
the Code and will not subject the Trustee, the Company or the Master Servicer
to
any obligation or liability (including obligations or liabilities under ERISA
or
Section 4975 of the Code) in addition to those undertaken in the Pooling and
Servicing Agreement.
In
addition, the Owner hereby certifies, represents and warrants to, and covenants
with, the Company, the Trustee and the Master Servicer that the Owner will
not
transfer such Certificates to any Plan or person unless either such Plan or
person meets the requirements set forth in either (a) or (b) above.
Capitalized
terms used but not defined herein shall have the meanings assigned in the
Pooling and Servicing Agreement.
G-5-3
IN
WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
behalf, by its [Title of Officer] and its corporate seal to be hereunto
attached, attested by its [Assistant] Secretary, this ______ day of
_____________, _____.
________________________________
[NAME
OF OWNER]
By:
________________________________
[Name
of Officer]
[Title
of Officer]
|
|
[Corporate
Seal]
ATTEST:
________________________________
[Assistant]
Secretary
|
G-5-4
Personally
appeared before me the above-named [Name of Officer], known or proved to me
to
be the same person who executed the foregoing instrument and to be the [Title
of
Officer] of the Owner, and acknowledged to me that such person executed the
same
as such person's free act and deed and the free act and deed of the
Owner.
Subscribed
and sworn before me this ____ day of ___________, 200__.
________________________________
NOTARY
PUBLIC
COUNTY
OF_________________________
STATE
OF___________________________
My
Commission expires the ____ day of __________, 200__.
|
G-5-5
EXHIBIT
H
MORTGAGE
LOAN SCHEDULE
(Provided
Upon Request)
X-0
XXXX XXXXX ZIPCODE ORIGINAL_TERM ORIGINAL_BALANCE CURRENT_RATE FIRST_PAY_DATE PROPERTY_TYPE CURRENT_PAYMENT CURRENT_BALANCE CURRENT_RATE OCCUPANCY LOAN_PURPOSE ORIGINAL_APPRAISAL_VALUE REMAINING_TERM IPTD SERVICING_FEE SERVICING_FEE_2 NET_RATE LPMI_FEE INSURER MI_PERCENT DOCUMENTATION_CODE PREPAY_PENALTY_TERM PREPAY_PENALTY_DESC GROSS_MARGIN INDEX Rate Adj Freq XXXXXXXXXX XX 00000 240 71,300.00 11.100 20051101 SFR 740.81 70,047.79 11.100 Owner Occupied Purchase 366,000.00 226 20061201 0.500 0.030 10.570 Express Non-Verified Assets 36 H 0 FIXED XXXXXXX XX 00000 360 159,600.00 8.000 20060510 SFR 1,171.09 158,835.21 8.000 Investment Purchase 285,000.00 352 20061110 0.375 0.030 7.595 Stated 4.5 LIBOR 6 XXXXXXX XX 00000 360 288,750.00 8.000 20060601 SFR 1,925.00 288,750.00 8.000 Owner Occupied Purchase 390,000.00 353 20061201 0.250 0.030 7.720 Express Verified Assets 36 H FIXED XXXXXXXXX XX 00000 180 63,000.00 11.875 20060701 SFR 623.44 63,000.00 11.875 Owner Occupied Purchase 315,000.00 174 20061201 0.500 0.030 11.345 Stated 24 H 0 FIXED XXXXXX XX 00000 360 93,555.00 10.900 20061001 D-PUDS 883.88 93,451.80 10.900 Investment Purchase 105,000.00 357 20061201 0.375 0.030 10.495 SISA 0 XXXXX 0 XXXXXXXXXXXXX XX 00000 180 184,000.00 14.750 20060801 SFR 2,289.84 183,855.63 14.750 Investment Purchase 1,125,000.00 175 20061201 0.500 0.030 14.220 Stated 0 FIXED XXXXXX XX 00000 180 156,800.00 12.975 20061001 4-FAMILY 1,731.46 156,690.65 12.975 Owner Occupied Purchase 784,000.00 177 20061201 0.500 0.030 12.445 Stated 24 H 0 FIXED XXXXX XX 00000 180 31,000.00 12.550 20061001 SFR 324.21 31,000.00 12.550 Owner Occupied CashOut Refi 310,000.00 177 20061201 0.500 0.030 12.020 Stated 36 H 0 FIXED XXXXX XX 00000 180 116,390.00 13.000 20060801 SFR 1,287.51 116,253.99 13.000 Owner Occupied Purchase 581,950.00 175 20061201 0.500 0.030 12.470 Stated 0 FIXED XXXXXX XX 00000 180 130,000.00 10.250 20061001 SFR 1,110.42 130,000.00 10.250 Owner Occupied Purchase 650,000.00 177 20061201 0.500 0.030 9.720 Stated 36 H 0 FIXED XXXXXXXX XX 00000 360 172,900.00 8.625 20060801 SFR 1,242.72 172,900.00 8.625 Owner Occupied Purchase 185,000.00 355 20061201 0.375 0.030 7.040 1.18 RADIAN - LENDER PAID 30 Express No Xxx 0.000 XXXXX 0 XXXXXXXX XX 00000 360 114,373.00 7.000 20061101 SFR 667.18 114,373.00 7.000 2nd Home Purchase 163,500.00 358 20061201 0.375 0.030 6.595 Stated 24 H 3 LIBOR 6 XXX XXXXX XX 00000 180 45,000.00 10.500 20061001 SFR 411.63 44,945.89 10.500 Owner Occupied CashOut Refi 450,000.00 177 20061201 0.500 0.030 9.970 Stated 36 H 0 FIXED XXXXX XXX XX 00000 360 327,000.00 7.250 20061201 SFR 1,975.63 327,000.00 7.250 Owner Occupied CashOut Refi 650,000.00 359 20061201 0.250 0.030 6.970 Express Non-Verified Assets 36 H FIXED XXXXXXXXXXX XX 00000 180 32,500.00 12.500 20061001 D-PUDS 346.86 32,474.79 12.500 Owner Occupied CashOut Refi 975,000.00 177 20061201 0.500 0.030 11.970 Stated 0 FIXED XXXXXXX XX 00000 180 45,000.00 12.000 20060901 CONDO 462.88 44,947.70 12.000 Investment Purchase 225,000.00 176 20061201 0.500 0.030 11.470 Stated 0 FIXED XXXXXXX XXXXX XXXX XX 00000 360 296,000.00 7.125 20060901 CONDO 1,757.50 296,000.00 7.125 Owner Occupied Purchase 370,000.00 356 20061201 0.375 0.030 6.720 Stated 36 H 3.5 LIBOR 0 XXXXXX XXXXX XXXXXXXXX XX 00000 360 334,800.00 6.000 20061201 CONDO 1,674.00 334,800.00 6.000 Owner Occupied Rate Refi 430,000.00 359 20061201 0.375 0.030 5.595 Stated 00 X 0 XXXXX 0 XXXXX XX 00000 180 97,065.00 12.125 20060701 SFR 1,007.77 96,870.06 12.125 Owner Occupied CashOut Refi 485,500.00 174 20070101 0.250 0.030 11.845 Stated 24 H FIXED XXXXXXX XX 00000 180 62,900.00 14.350 20061001 D-PUDS 752.18 62,900.00 14.350 Investment Purchase 314,950.00 177 20061201 0.500 0.030 13.820 Stated 0 FIXED XXXXXXXXXXX XX 00000 180 37,980.00 13.100 20061001 SFR 423.11 37,954.23 13.100 Investment Purchase 190,000.00 177 20061201 0.500 0.030 12.570 Stated 0 FIXED XXXXXXXXX XX 00000 360 97,420.00 8.250 20061001 SFR 669.76 95,901.88 8.250 Investment Purchase 130,000.00 357 20061201 0.375 0.030 7.845 Stated 0 XXXXX 0 XXXXX XX 00000 180 120,000.00 13.500 20061001 D-PUDS 1,350.00 120,000.00 13.500 Owner Occupied Purchase 480,000.00 177 20061201 0.500 0.030 12.970 Stated 0 FIXED XXXX XXXXXXXXXX XX 00000 180 79,900.00 12.625 20061101 SFR 860.5 79,860.02 12.625 Owner Occupied Purchase 810,000.00 178 20061201 0.500 0.030 12.095 Stated 12 H 0 FIXED XXXXXXXX XX 00000 180 26,500.00 11.750 20061001 SFR 267.49 26,475.73 11.750 Owner Occupied CashOut Refi 265,000.00 177 20061201 0.500 0.030 11.220 Stated 0 FIXED DOS XXXXX XX 00000 360 297,400.00 6.500 20061201 SFR 1,610.92 297,400.00 6.500 Owner Occupied Purchase 382,000.00 359 20061201 0.375 0.030 6.095 Stated 36 X 0 XXXXX 0 XXX XXXXX XX 00000 180 74,350.00 12.000 20061201 SFR 764.77 74,328.73 12.000 Owner Occupied Purchase 382,000.00 179 20061201 0.500 0.030 11.470 Stated 36 H 0 FIXED XXX XXXXX XX 00000 360 373,950.00 6.625 20061101 HI-RISE 2,064.52 373,950.00 6.625 2nd Home Purchase 418,000.00 358 20061201 0.375 0.030 6.220 RADIAN - BORROWER PAID 25 Express Non-Verified Assets 00 X 0 XXXXX 0 XXXXXXXXX XX 00000 180 112,000.00 11.850 20061101 SFR 1,139.13 111,933.41 11.850 Owner Occupied Purchase 560,000.00 178 20061201 0.500 0.030 11.320 Stated 36 H 0 FIXED XXXXXX XX 00000 180 119,000.00 12.750 20061101 CONDO 1,293.16 118,942.13 12.750 Owner Occupied Purchase 595,000.00 178 20061201 0.500 0.030 12.220 Stated 36 H 0 FIXED XXXXXXXX XX 00000 240 57,900.00 13.650 20061001 D-PUDS 705.33 57,758.24 13.650 Owner Occupied CashOut Refi 193,000.00 237 20061201 0.500 0.030 13.120 Stated 0 FIXED XXXX XXXXX XX 00000 180 110,000.00 12.000 20061001 SFR 1,131.47 109,904.65 12.000 Owner Occupied CashOut Refi 550,000.00 177 20061201 0.500 0.030 11.470 Stated 24 H 0 FIXED XXXXXXXX XX 00000 180 82,500.00 13.650 20061001 D-PUDS 954.71 82,450.63 13.650 Owner Occupied Purchase 278,000.00 177 20061201 0.500 0.030 13.120 Stated 0 FIXED XXXXXXX XX 00000 180 63,000.00 14.500 20061001 SFR 761.25 63,000.00 14.500 Investment Purchase 330,000.00 177 20061201 0.500 0.030 13.970 Stated 0 FIXED XXXXX XX 00000 180 32,250.00 14.500 20061101 SFR 394.92 32,239.47 14.500 Investment CashOut Refi 215,000.00 178 20061201 0.500 0.030 13.970 Stated 0 FIXED XXXXXXXX XX 00000 360 480,000.00 5.875 20061201 D-PUDS 2,350.00 480,000.00 5.875 Owner Occupied Purchase 745,000.00 359 20061201 0.375 0.030 5.470 Express Non-Verified Assets 00 X 0 XXXXX 0 XXXXX XXXX XX 00000 360 163,300.00 7.875 20061101 SFR 1,184.04 163,074.50 7.875 Owner Occupied Purchase 172,000.00 358 20061201 0.375 0.030 7.470 RADIAN - BORROWER PAID 30 Express No Doc 3 LIBOR 6 XXXXXX XX 00000 180 27,135.00 14.400 20061101 CONDO 330.12 27,125.95 14.400 Investment Purchase 195,000.00 178 20061201 0.500 0.030 13.870 Stated 24 H 0 FIXED XXXX XXXXXXX XX 00000 360 314,250.00 7.000 20061001 SFR 1,952.85 313,888.72 7.000 Investment Purchase 413,000.00 357 20061201 0.375 0.030 6.595 Stated 00 X 0 XXXXX 0 XXXXXX XX 00000 180 65,000.00 12.750 20061101 SFR 706.35 64,968.39 12.750 2nd Home Purchase 410,000.00 178 20061201 0.500 0.030 12.220 Stated 36 H 0 FIXED XXXX XXXXXXXXX XX 00000 180 31,000.00 12.375 20061101 SFR 327.85 30,983.59 12.375 Owner Occupied CashOut Refi 315,000.00 178 20061201 0.500 0.030 11.845 Stated 24 H 0 FIXED XXXXX XX 00000 180 32,800.00 14.255 20061201 CONDO 395.27 32,794.37 14.255 Owner Occupied Purchase 175,000.00 179 20061201 0.500 0.030 13.725 Stated 24 H 0 FIXED XXX XXXXX XX 00000 180 37,000.00 12.550 20061001 D-PUDS 386.96 37,000.00 12.550 Owner Occupied Rate Refi 370,000.00 177 20061201 0.500 0.030 12.020 Stated 24 H 0 FIXED XXXXX XXX XX 00000 360 469,000.00 6.625 20061201 SFR 2,589.27 469,000.00 6.625 Investment CashOut Refi 670,000.00 359 20061201 0.375 0.030 6.220 Stated 00 X 0 XXXXX 0 XXXXXXXX XX 00000 360 400,000.00 8.875 20070101 D-PUDS 2,958.33 400,000.00 8.875 Owner Occupied Rate Refi 500,000.00 360 20061201 0.375 0.030 8.470 Stated 3 LIBOR 6 XXXXX XX 00000 180 28,500.00 11.500 20061101 D-PUDS 282.23 28,481.71 11.500 Owner Occupied CashOut Refi 290,000.00 178 20061201 0.500 0.030 10.970 Stated 36 H 0 FIXED XXXXXXXX XX 00000 360 460,000.00 6.875 20061201 SFR 2,635.42 460,000.00 6.875 Owner Occupied Purchase 575,000.00 359 20061201 0.375 0.030 6.470 Stated 12 H 2.5 LIBOR 6 XXXXXXX XXXX XX 00000 180 50,100.00 12.750 20061101 SFR 544.43 50,070.00 12.750 2nd Home Purchase 335,000.00 178 20061201 0.500 0.030 12.220 Stated 0 FIXED XXXXXXXXX XX 00000 360 110,000.00 6.125 20061101 SFR 561.46 110,000.00 6.125 Owner Occupied Rate Refi 315,000.00 358 20061201 0.375 0.030 5.720 Full 00 X 0 XXXXX 0 XXXXXXX XXX XXXX XX 00000 360 500,000.00 5.750 20061201 SFR 2,917.86 499,477.97 5.750 Owner Occupied Purchase 1,750,000.00 359 20061201 0.250 0.030 5.470 Full 12 H FIXED XXX XXXXXXX XX 00000 180 98,400.00 11.375 20061101 SFR 965.07 98,335.05 11.375 Owner Occupied Purchase 492,000.00 178 20061201 0.500 0.030 10.845 Stated 36 H 0 FIXED XXXXXXX XXXXX XX 00000 180 44,000.00 10.650 20061001 D-PUDS 407.43 43,948.76 10.650 Owner Occupied CashOut Refi 440,000.00 177 20061201 0.500 0.030 10.120 Stated 36 H 0 FIXED XXXXXXXX XX 0000 360 226,000.00 7.875 20061101 SFR 1,483.13 226,000.00 7.875 Owner Occupied CashOut Refi 515,000.00 358 20061201 0.250 0.030 7.595 Express No Doc FIXED XXXXXX XX 00000 360 417,000.00 9.750 20061001 D-PUDS 3,388.13 417,000.00 9.750 Investment Purchase 505,000.00 357 20061201 0.375 0.030 8.405 0.94 PMI - LENDER PAID 22 SISA 00 X 0.0 XXXXX 0 XXXXX XX 00000 360 324,000.00 9.000 20061001 CONDO 2,430.00 324,000.00 9.000 Investment Purchase 432,000.00 357 20061201 0.375 0.030 8.595 Stated 0 XXXXX 0 XXXXX XXXXX XX 00000 180 126,000.00 13.350 20061101 SFR 1,428.36 125,946.48 13.350 Owner Occupied Purchase 425,000.00 178 20061201 0.500 0.030 12.820 Stated 24 H 0 FIXED XXXXXXXXXX XXXXX XX 00000 360 127,680.00 7.875 20061101 SFR 925.77 127,503.68 7.875 Owner Occupied Purchase 160,000.00 358 20061201 0.250 0.030 7.595 Stated 12 H FIXED XXXXXXXX XX 00000 180 42,250.00 12.275 20061001 2-FAMILY 443.56 42,215.52 12.275 Investment Purchase 169,000.00 177 20061201 0.500 0.030 11.745 Stated 0 FIXED XXXXX XXXXXX XX 00000 180 22,700.00 12.750 20061101 SFR 241.19 22,700.00 12.750 Owner Occupied CashOut Refi 227,000.00 178 20061201 0.500 0.030 12.220 Stated 0 FIXED XXXXXXX XXXX XX 00000 180 110,000.00 11.350 20061101 D-PUDS 1,076.75 109,926.99 11.350 Investment Purchase 440,000.00 178 20061201 0.500 0.030 10.820 Stated 36 H 0 FIXED XXXXX XXXXX XX 00000 180 144,500.00 12.875 20061001 SFR 1,584.35 142,023.62 12.875 Owner Occupied Purchase 578,000.00 177 20061201 0.500 0.030 12.345 Stated 24 H 0 FIXED XXX XXXXX XX 00000 360 348,750.00 6.750 20061101 SFR 1,961.72 348,750.00 6.750 Investment CashOut Refi 465,000.00 358 20061201 0.375 0.030 6.345 Stated 0 XXXXX 0 XXXXXX XXXXXXX XX 00000 180 36,000.00 12.800 20061101 SFR 392.61 35,982.69 12.800 Owner Occupied CashOut Refi 360,000.00 178 20061201 0.500 0.030 12.270 Stated 36 H 0 FIXED XXXX XXXXX XX 00000 360 120,000.00 8.000 20070101 SFR 800 120,000.00 8.000 Investment Purchase 164,000.00 360 20061201 0.375 0.030 7.595 Stated 0 XXXXX 0 XXXXXX XX 00000 180 26,250.00 12.500 20061101 SFR 280.16 26,236.49 12.500 Investment CashOut Refi 105,000.00 178 20061201 0.500 0.030 11.970 Stated 0 FIXED XXXXXXXXX XX 00000 360 126,500.00 7.125 20061201 SFR 852.25 126,398.84 7.125 Investment CashOut Refi 181,000.00 359 20061201 0.250 0.030 6.845 Stated 12 H FIXED XXXX XXXXX XX 00000 180 25,500.00 12.500 20061101 SFR 272.15 25,486.89 12.500 Owner Occupied Rate Refi 255,000.00 178 20061201 0.500 0.030 11.970 Stated 24 H 0 FIXED XXXXXX XXXX XX 00000 360 186,600.00 6.500 20061101 SFR 1,179.44 186,261.71 6.500 Investment Purchase 249,000.00 358 20061201 0.250 0.030 6.220 Full FIXED XXXXXXXXXXX XX 00000 180 48,750.00 13.475 20061101 SFR 557.43 48,729.87 13.475 Investment Purchase 195,000.00 178 20061201 0.500 0.030 12.945 Stated 0 FIXED XXXXXXX XX 00000 180 20,000.00 12.375 20061101 D-PUDS 211.51 19,950.94 12.375 Owner Occupied CashOut Refi 342,000.00 178 20061201 0.500 0.030 11.845 Stated 36 H 0 FIXED XXX XXXXX XX 00000 360 26,800.00 11.500 20061001 SFR 256.83 26,791.35 11.500 Owner Occupied Purchase 268,000.00 357 20061201 0.500 0.030 10.970 Stated 36 H 0 FIXED XXXXXXXXXXX XX 00000 180 26,000.00 11.350 20061101 SFR 254.5 25,982.76 11.350 Owner Occupied CashOut Refi 260,000.00 178 20061201 0.500 0.030 10.820 Stated 24 H 0 FIXED XXXXX XX 00000 180 57,000.00 11.875 20061001 SFR 580.83 56,949.20 11.875 Owner Occupied CashOut Refi 570,000.00 177 20061201 0.500 0.030 11.345 Stated 0 FIXED XXXXXXXXXXX XX 00000 360 200,000.00 6.500 20061101 SFR 1,083.33 200,000.00 6.500 Owner Occupied CashOut Refi 270,000.00 358 20061201 0.375 0.030 6.095 Stated 36 H 4.5 LIBOR 6 XXXXXXXXX XX 00000 360 112,450.00 6.875 20060801 SFR 644.24 112,450.00 6.875 Investment Purchase 174,700.00 355 20061201 0.375 0.030 6.470 Express No Doc 00 X 0.00 XXXXX 0 XXXXXXXXX XX 0000 360 720,000.00 7.875 20061001 2-FAMILY 5,220.50 717,998.41 7.875 Investment CashOut Refi 1,200,000.00 357 20061201 0.375 0.030 7.470 Express No Doc 2.75 LIBOR 6 XXXXXXXXXXX XX 00000 360 140,600.00 7.500 20061101 SFR 878.75 140,600.00 7.500 Investment Purchase 205,000.00 358 20061201 0.375 0.030 7.095 Stated 00 X 0 XXXXX 0 XXX XXXXXXX XX 00000 180 68,000.00 12.625 20061001 SFR 732.34 67,948.70 12.625 Owner Occupied Purchase 377,000.00 177 20061201 0.500 0.030 12.095 Stated 0 FIXED XXXXXXX XX 00000 180 55,500.00 11.975 20061001 SFR 569.82 55,451.58 11.975 Owner Occupied CashOut Refi 185,000.00 177 20061201 0.500 0.030 11.445 Stated 36 H 0 FIXED XXXXXXXXXXX XX 00000 180 50,200.00 14.000 20061101 SFR 594.81 50,181.61 14.000 Investment Purchase 205,000.00 178 20061201 0.500 0.030 13.470 Stated 0 FIXED XXXX XXXX XX 00000 180 33,900.00 11.975 20061001 SFR 348.05 33,870.44 11.975 Owner Occupied Purchase 115,000.00 177 20061201 0.500 0.030 11.445 Stated 24 H 0 FIXED XXXXX XXXX XX 00000 180 78,000.00 11.250 20061101 SFR 757.58 77,846.16 11.250 Owner Occupied CashOut Refi 780,000.00 178 20061201 0.500 0.030 10.720 Stated 36 H 0 FIXED XXXXXX XX 00000 180 42,400.00 12.175 20061101 D-PUDS 441.85 42,376.54 12.175 Owner Occupied CashOut Refi 420,000.00 178 20061201 0.500 0.030 11.645 Stated 36 H 0 FIXED XXX XXXXX XX 00000 360 32,000.00 12.450 20061001 D-PUDS 340.28 31,974.90 12.450 Owner Occupied CashOut Refi 320,000.00 357 20061201 0.500 0.030 11.920 Stated 36 H 0 FIXED XXXXXXXX XX 00000 180 37,472.00 13.750 20060901 CONDO 436.59 37,420.66 13.750 Investment Purchase 149,890.00 176 20061201 0.500 0.030 13.220 Stated 12 H 0 FIXED XXXXX XX 00000 180 93,750.00 12.525 20061101 SFR 1,002.38 93,702.03 12.525 Investment Purchase 625,000.00 178 20061201 0.500 0.030 11.995 Stated 12 H 0 FIXED XXXXXXXXXXX XX 00000 180 42,000.00 12.375 20061101 SFR 444.18 41,977.78 12.375 Investment CashOut Refi 210,000.00 178 20061201 0.500 0.030 11.845 Stated 24 H 0 FIXED XXXXXXXXX XX 00000 180 25,600.00 11.975 20061101 SFR 262.83 25,585.20 11.975 Investment Purchase 128,000.00 178 20061201 0.500 0.030 11.445 Stated 12 H 0 FIXED XX XXXX XX 00000 360 264,000.00 6.125 20061101 PUD 1,347.50 264,000.00 6.125 Owner Occupied Purchase 380,000.00 358 20061201 0.375 0.030 5.720 Stated 3.5 LIBOR 6 XXXXX XXXX XX 00000 180 43,000.00 12.225 20061101 SFR 438.06 43,000.00 12.225 Owner Occupied CashOut Refi 430,000.00 178 20061201 0.500 0.030 11.695 Stated 0 FIXED XXXXXX XX 00000 180 34,100.00 11.725 20061101 SFR 343.56 34,079.15 11.725 Investment Purchase 171,000.00 178 20061201 0.500 0.030 11.195 Stated 24 H 0 FIXED XXXXXXX XX 00000 360 489,150.00 7.750 20061201 SFR 3,504.33 488,804.76 7.750 Owner Occupied Purchase 611,480.00 359 20061201 0.250 0.030 7.470 Stated 12 H FIXED XXXXXXX XX 00000 180 58,500.00 10.375 20061001 SFR 529.66 58,417.31 10.375 Owner Occupied Rate Refi 585,000.00 177 20061201 0.500 0.030 9.845 Stated 36 H 0 FIXED XXXXXX XXXXXX XX 00000 180 47,000.00 12.750 20061101 SFR 510.75 46,886.94 12.750 Owner Occupied CashOut Refi 470,000.00 178 20061201 0.500 0.030 12.220 Stated 12 H 0 FIXED XXX XXXXX XX 00000 180 87,000.00 11.975 20061001 SFR 893.22 86,924.16 11.975 Owner Occupied Purchase 290,000.00 177 20061201 0.500 0.030 11.445 Stated 36 H 0 FIXED XXXXXX XXXXXX XX 00000-0000 360 136,500.00 6.625 20061201 SFR 874.02 136,379.57 6.625 Owner Occupied Purchase 200,000.00 359 20061201 0.250 0.030 6.345 Express No Doc Verified Assets 24 H FIXED XXXX XXXXXXXXXX XX 00000 180 52,000.00 12.475 20061012 SFR 553.97 51,973.08 12.475 Owner Occupied Purchase 260,000.00 177 20061112 0.500 0.030 11.945 Stated 36 H 0 FIXED XXXXX XX 00000 180 42,000.00 12.860 20061101 CONDO 460.02 41,980.05 12.860 Owner Occupied Purchase 168,000.00 178 20061201 0.500 0.030 12.330 Stated 36 H 0 FIXED XXX XXXXXXX XX 00000 360 280,000.00 6.750 20061201 SFR 1,575.00 280,000.00 6.750 Investment CashOut Refi 1,050,000.00 359 20061201 0.375 0.030 6.345 Stated 12 H 3 LIBOR 6 XXXXXX XX 00000 180 67,500.00 9.900 20061001 SFR 587.38 67,407.73 9.900 Owner Occupied Purchase 225,000.00 177 20061201 0.500 0.030 9.370 Stated 36 H 0 FIXED XXXX XXXXXXXX XX 00000 180 140,000.00 10.325 20061101 D-PUDS 1,262.36 139,883.95 10.325 Owner Occupied CashOut Refi 560,000.00 178 20061201 0.500 0.030 9.795 Stated 36 H 0 FIXED XXXXXXXXX XX 00000 360 165,600.00 7.500 20061101 SFR 1,157.90 165,353.43 7.500 Owner Occupied Purchase 223,000.00 358 20061201 0.375 0.030 7.095 Stated 3 LIBOR 6 XXXXXXXXX XX 00000 180 41,400.00 12.375 20061101 SFR 437.83 41,378.11 12.375 Owner Occupied Purchase 223,000.00 178 20061201 0.500 0.030 11.845 Stated 0 FIXED XXXXXXX XX 00000 360 56,240.00 12.875 20061101 SFR 616.64 56,213.40 12.875 Owner Occupied Rate Refi 562,400.00 358 20061201 0.500 0.030 12.345 Stated 0 FIXED XXXXXXXXX XX 00000 180 47,000.00 11.500 20061101 SFR 465.44 46,969.81 11.500 Owner Occupied CashOut Refi 470,000.00 178 20061201 0.500 0.030 10.970 Stated 12 H 0 FIXED XXXXXX XX 00000 180 72,400.00 13.275 20061101 D-PUDS 816.48 72,368.71 13.275 Investment CashOut Refi 362,000.00 178 20061201 0.500 0.030 12.745 Stated 12 H 0 FIXED XXXXXXXX XXX XX 0000 180 76,000.00 11.875 20061101 2-FAMILY 774.44 75,955.06 11.875 Owner Occupied Purchase 380,000.00 178 20061201 0.500 0.030 11.345 Stated 0 FIXED XXXXXX XX 00000 180 41,400.00 14.125 20061101 D-PUDS 494.64 41,385.26 14.125 Investment Purchase 221,000.00 178 20061201 0.500 0.030 13.595 Stated 0 FIXED XXXXXXX XX 00000 180 59,000.00 11.875 20061101 SFR 601.21 58,927.35 11.875 Owner Occupied Rate Refi 652,000.00 178 20061201 0.500 0.030 11.345 Stated 24 H 0 FIXED XXXXXXXX XX 00000 180 58,569.00 14.000 20061101 SFR 693.97 58,547.55 14.000 Investment Purchase 235,000.00 178 20061201 0.500 0.030 13.470 Stated 0 FIXED XXXXXXX XXXXX XX 00000 180 60,000.00 12.875 20061101 SFR 657.86 59,971.63 12.875 Owner Occupied CashOut Refi 600,000.00 178 20061201 0.500 0.030 12.345 Stated 24 H 0 FIXED XXXXXXX XX 00000 180 36,500.00 11.780 20061101 SFR 369.28 36,427.94 11.780 Investment Purchase 147,000.00 178 20061201 0.500 0.030 11.250 Stated 0 FIXED XXXXXXXXX XX 00000 180 62,500.00 11.375 20061001 D-PUDS 592.45 62,500.00 11.375 Owner Occupied Purchase 731,000.00 177 20061201 0.500 0.030 10.845 Stated 12 H 0 FIXED XXXXXXXXX XX 00000 180 69,998.00 12.290 20061101 SFR 735.67 69,960.26 12.290 Owner Occupied Purchase 350,000.00 178 20061201 0.500 0.030 11.760 Stated 24 H 0 FIXED XXXXX XX 00000 180 29,000.00 12.625 20061101 SFR 312.32 28,985.49 12.625 Owner Occupied CashOut Refi 290,000.00 178 20061201 0.500 0.030 12.095 Stated 36 H 0 FIXED XXXXXX XX 00000 180 64,000.00 13.125 20061201 2-FAMILY 714.23 63,985.77 13.125 Owner Occupied Purchase 340,000.00 179 20061201 0.500 0.030 12.595 Stated 0 FIXED XXXXXXX XXXXX XX 00000 180 42,475.00 13.980 20061101 CONDO 502.61 42,459.35 13.980 Investment Purchase 170,000.00 178 20061201 0.500 0.030 13.450 Stated 0 FIXED XXXXXXX XX 00000 180 28,500.00 12.550 20061101 SFR 298.06 28,500.00 12.550 Owner Occupied CashOut Refi 285,000.00 178 20061201 0.500 0.030 12.020 Stated 36 H 0 FIXED XXX XXXX XX 00000 180 127,790.00 11.325 20061101 CONDO 1,478.64 127,242.19 11.325 Owner Occupied Purchase 639,000.00 178 20061201 0.500 0.030 10.795 Stated 36 H 0 FIXED XXX XXXXXXX XX 00000 180 61,000.00 12.835 20061101 SFR 652.45 61,000.00 12.835 Owner Occupied Rate Refi 610,000.00 178 20061201 0.500 0.030 12.305 Stated 0 FIXED XXXXXXX XX 00000 360 176,250.00 6.500 20061101 SFR 954.69 176,250.00 6.500 Owner Occupied CashOut Refi 235,000.00 358 20061201 0.375 0.030 6.095 Stated 24 H 3 LIBOR 6 XXXXXX XX 00000 360 52,000.00 10.100 20061101 SFR 460.18 51,954.79 10.100 Owner Occupied CashOut Refi 520,000.00 358 20061201 0.500 0.030 9.570 Stated 36 H 0 FIXED XXXXXXX XX 00000 360 142,425.00 8.500 20061201 CONDO 1,008.84 142,425.00 8.500 Investment Purchase 190,000.00 359 20061201 0.375 0.030 8.095 Stated 12 H 3 LIBOR 6 XXXXXXXX XX 00000 180 27,780.00 14.340 20061101 CONDO 336.65 27,770.59 14.340 Owner Occupied Purchase 139,000.00 178 20061201 0.500 0.030 13.810 Stated 0 FIXED XXXXXXXX XX 00000 180 108,000.00 12.725 20061101 SFR 1,171.53 107,941.63 12.725 Owner Occupied CashOut Refi 360,000.00 178 20061201 0.500 0.030 12.195 Stated 36 H 0 FIXED XXXXXXXXXX XX 00000 180 47,000.00 13.900 20061101 SFR 553.17 46,982.40 13.900 Owner Occupied Purchase 242,000.00 178 20061201 0.500 0.030 13.370 Stated 0 FIXED XXX XXXXX XX 00000 360 298,000.00 5.990 20070101 SFR 1,487.52 298,000.00 5.990 Investment Rate Refi 478,000.00 360 20061201 0.375 0.030 5.585 Express Verified Assets 24 H 3 LIBOR 6 XXX XXXXXXX XX 00000 360 105,000.00 11.950 20061101 SFR 1,076.00 104,938.95 11.950 Owner Occupied Purchase 525,000.00 358 20061201 0.500 0.030 11.420 Stated 12 H 0 FIXED XXXX XXXXXXXX XX 00000 180 140,000.00 12.000 20061201 SFR 1,440.06 139,959.94 12.000 Owner Occupied Purchase 700,000.00 179 20061201 0.500 0.030 11.470 Stated 0 FIXED XXXXXXXX XX 00000 180 39,500.00 10.875 20061101 SFR 372.44 39,470.93 10.875 Owner Occupied CashOut Refi 395,000.00 178 20061201 0.500 0.030 10.345 Stated 0 FIXED XX XXXXX XX 00000 360 499,999.00 7.125 20061201 SFR 3,152.65 499,815.09 7.125 Owner Occupied CashOut Refi 640,000.00 359 20061201 0.375 0.030 6.720 Stated 36 H 0 XXXXX 0 XXXX XX XXXXX XX 00000 180 47,500.00 11.675 20061101 SFR 476.74 47,470.65 11.675 Owner Occupied CashOut Refi 475,000.00 178 20061201 0.500 0.030 11.145 Stated 36 H 0 FIXED XXXXXXX XX 00000 240 66,500.00 11.900 20061101 SFR 727.6 66,363.04 11.900 Investment Purchase 290,000.00 238 20061201 0.500 0.030 11.370 Stated 0 FIXED XXXXXX XX 00000 180 110,000.00 12.100 20061101 SFR 1,109.17 110,000.00 12.100 Owner Occupied Purchase 550,000.00 178 20061201 0.500 0.030 11.570 Stated 36 H 0 FIXED XXXXXXXXXXX XX 00000 360 628,800.00 6.625 20061201 SFR 3,471.50 628,800.00 6.625 Owner Occupied Purchase 795,000.00 359 20061201 0.375 0.030 6.220 Stated 12 H 3 LIBOR 6 XXXXXXXX XX 00000 180 45,105.00 10.375 20061101 D-PUDS 408.38 45,068.02 10.375 Investment Purchase 182,000.00 178 20061201 0.500 0.030 9.845 Stated 36 H 0 FIXED XXXXXXX XX 00000 180 35,475.00 13.250 20061101 SFR 399.37 35,459.58 13.250 Investment Purchase 236,500.00 178 20061201 0.500 0.030 12.720 Full 0 FIXED XXXXXXXXX XX 00000 360 185,500.00 6.875 20061201 PUD 1,062.76 185,500.00 6.875 2nd Home Purchase 274,000.00 359 20061201 0.375 0.030 6.470 SISA 00 X 0 XXXXX 0 XXXXX XXXXX XX 00000 180 53,000.00 10.750 20061101 PUD 494.75 52,853.71 10.750 Owner Occupied CashOut Refi 530,000.00 178 20061201 0.500 0.030 10.220 Stated 36 H 0 FIXED XXXXX XXX XX 00000 360 486,500.00 7.000 20061201 SFR 2,837.95 486,500.00 7.000 Owner Occupied CashOut Refi 695,000.00 359 20061201 0.250 0.030 6.720 Stated 36 H FIXED XXXXXXXXXX XX 00000 180 117,000.00 11.500 20061201 3-FAMILY 1,158.64 116,962.61 11.500 Owner Occupied Purchase 585,000.00 179 20061201 0.500 0.030 10.970 Stated 36 H 0 FIXED XXXXXXX XXXXX XX 00000 360 421,600.00 5.990 20061201 CONDO 2,104.49 421,600.00 5.990 Owner Occupied Rate Refi 555,000.00 359 20061201 0.375 0.030 5.585 Stated 00 X 0 XXXXX 0 XXXXXXXX XX 00000 360 315,000.00 7.000 20061201 D-PUDS 2,095.71 314,741.79 7.000 Investment Purchase 460,000.00 359 20061201 0.375 0.030 6.595 Stated 3 LIBOR 6 XXXXXXXXXX XX 00000 180 159,500.00 14.750 20061101 2-FAMILY 1,984.94 159,450.86 14.750 Investment CashOut Refi 638,000.00 178 20061201 0.500 0.030 14.220 Stated 0 FIXED XXXXXXXXXX XX 00000 360 212,000.00 9.250 20061201 SFR 1,744.07 211,890.10 9.250 Investment Purchase 265,000.00 359 20061201 0.375 0.030 8.845 Express Non-Verified Assets 00 X 0 XXXXX 0 XXXXXX XX 00000 360 165,000.00 6.500 20061101 SFR 1,042.91 164,700.87 6.500 Investment Purchase 220,000.00 358 20061201 0.250 0.030 6.220 Full FIXED XXXXXX XX 00000 360 178,766.00 6.750 20061101 D-PUDS 1,005.56 178,766.00 6.750 Investment Purchase 239,000.00 358 20061201 0.375 0.030 6.345 Stated 36 6H/30S 3 LIBOR 6 XXX XXXXXXXXXX XX 00000 180 29,000.00 12.675 20061101 SFR 306.31 29,000.00 12.675 Owner Occupied CashOut Refi 290,000.00 178 20061201 0.500 0.030 12.145 Stated 36 H 0 FIXED XXXXXXX XX 00000 180 54,000.00 14.125 20061101 SFR 645.18 53,980.78 14.125 Owner Occupied CashOut Refi 360,000.00 178 20061201 0.500 0.030 13.595 Stated 0 FIXED XXXXXXXX XX 00000 180 87,000.00 13.790 20061101 2-FAMILY 1,016.40 86,966.56 13.790 Owner Occupied Purchase 435,000.00 178 20061201 0.500 0.030 13.260 Stated 0 FIXED XXXX XXXXXX XX 00000 180 52,000.00 12.950 20061101 SFR 573.19 51,975.83 12.950 Owner Occupied CashOut Refi 260,000.00 178 20061201 0.500 0.030 12.420 Stated 12 H 0 FIXED STREET #1-#2 XXX XXXXXXX XX 00000 360 250,000.00 6.650 20061201 3-FAMILY 1,385.42 250,000.00 6.650 Investment CashOut Refi 670,000.00 359 20061201 0.375 0.030 6.245 SISA 00 X 0 XXXXX 0 XXXXXXX XX 00000 360 172,525.00 12.875 20061001 4-FAMILY 1,891.63 172,401.94 12.875 Owner Occupied Purchase 695,000.00 357 20061201 0.500 0.030 12.345 Stated 0 FIXED XXXXXXXX XX 00000 180 55,500.00 10.750 20061001 SFR 518.08 55,436.75 10.750 Owner Occupied Purchase 380,000.00 177 20061201 0.500 0.030 10.220 SISA 0 FIXED XXXXXXXXXX XX 0000 360 84,750.00 12.250 20061001 SFR 888.09 84,680.48 12.250 Owner Occupied Purchase 565,000.00 357 20061201 0.500 0.030 11.720 Express Verified Assets 0 FIXED XXXX XXXXXXXXXX XX 00000 180 103,400.00 9.125 20061001 SFR 841.3 103,233.65 9.125 Investment CashOut Refi 517,000.00 177 20061201 0.500 0.030 8.595 Stated 0 FIXED XXXX XXXXXXXX XX 0000 360 62,000.00 13.625 20061001 SFR 716.26 61,962.68 13.625 Owner Occupied Purchase 320,000.00 357 20061201 0.500 0.030 13.095 SISA 0 FIXED XXXXXXX XX 00000 360 247,500.00 8.625 20061101 D-PUDS 1,778.91 247,500.00 8.625 Owner Occupied CashOut Refi 330,000.00 358 20061201 0.375 0.030 8.220 SISA 12 H 4.5 LIBOR 6 XXXXXX XX 00000 180 40,400.00 12.875 20061101 SFR 442.96 40,380.90 12.875 Investment Purchase 214,900.00 178 20061201 0.500 0.030 12.345 Stated 0 FIXED XXXXXXX XX 0000 360 344,000.00 9.625 20061101 2-FAMILY 2,923.97 343,669.07 9.625 Investment Purchase 430,000.00 358 20061201 0.375 0.030 9.220 Stated 0 XXXXX 0 XXXXXXX XX 0000 180 64,500.00 14.250 20061101 2-FAMILY 777.03 64,477.69 14.250 Investment Purchase 430,000.00 178 20061201 0.500 0.030 13.720 Stated 0 FIXED XXXXXXXXXX XX 00000 360 238,000.00 8.070 20061201 2-FAMILY 1,600.55 238,000.00 8.070 Owner Occupied CashOut Refi 430,000.00 359 20061201 0.250 0.030 7.790 Express Non-Verified Assets FIXED XXXXXXX XX 00000 360 192,000.00 6.125 20061201 SFR 980 192,000.00 6.125 Owner Occupied CashOut Refi 240,000.00 359 20061201 0.375 0.030 5.720 Full 24 H 3 LIBOR 6 XXXXXXX XX 00000 180 67,800.00 14.000 20061101 D-PUDS 803.34 67,775.18 14.000 Investment CashOut Refi 452,000.00 178 20061201 0.500 0.030 13.470 Stated 12 H 0 FIXED XXXXXXXXX XX 00000 180 22,850.00 13.050 20061101 SFR 253.66 22,826.80 13.050 Owner Occupied CashOut Refi 228,500.00 178 20061201 0.500 0.030 12.520 Stated 0 FIXED XXXXXXXXXXX XX 00000 180 35,600.00 11.950 20061101 SFR 364.82 35,579.29 11.950 Owner Occupied CashOut Refi 356,000.00 178 20061201 0.500 0.030 11.420 Stated 0 FIXED XXX XXXXXXX (XXXXXXXX XXXXX) XX 00000 180 68,000.00 12.500 20061101 SFR 708.33 68,000.00 12.500 Owner Occupied CashOut Refi 680,000.00 178 20061201 0.500 0.030 11.970 Stated 24 H 0 FIXED XXXXXXX XXXXX XX 00000 360 196,750.00 7.250 20061201 SFR 1,342.18 196,596.52 7.250 Owner Occupied Rate Refi 348,000.00 359 20061201 0.250 0.030 6.970 Stated 36 H FIXED XXXXXXX XX 00000 180 80,000.00 12.000 20061101 SFR 822.89 79,953.99 12.000 Owner Occupied CashOut Refi 800,000.00 178 20061201 0.500 0.030 11.470 Stated 36 H 0 FIXED XXXXXXXX XX 00000 360 296,000.00 7.875 20061201 SFR 1,942.50 296,000.00 7.875 Owner Occupied CashOut Refi 370,000.00 359 20061201 0.375 0.030 7.470 Express Verified Assets 12 H 3 LIBOR 6 XXX XXXXXXX XX 00000 180 84,000.00 11.625 20061101 SFR 839.87 83,947.51 11.625 Owner Occupied Purchase 460,000.00 178 20061201 0.500 0.030 11.095 Stated 36 H 0 FIXED XXXXXXXXX XX 00000 180 77,000.00 13.250 20061101 D-PUDS 866.85 76,966.53 13.250 Investment Purchase 385,000.00 178 20061201 0.500 0.030 12.720 Stated 0 FIXED XXXXXXXX XX 00000 180 38,250.00 14.000 20061101 D-PUDS 453.21 38,236.00 14.000 Investment CashOut Refi 255,000.00 178 20061201 0.500 0.030 13.470 Stated 12 H 0 FIXED XXXXX XX 00000 180 99,500.00 12.000 20061101 SFR 1,023.47 99,442.78 12.000 Owner Occupied Purchase 512,000.00 178 20061201 0.500 0.030 11.470 Stated 12 H 0 FIXED XXXXXXX XX 00000 360 125,000.00 5.625 20061101 SFR 585.94 125,000.00 5.625 Owner Occupied CashOut Refi 480,000.00 358 20061201 0.375 0.030 5.220 Full 36 H 2.5 LIBOR 0 XXXXX XXX XXXXX XX 00000 180 42,000.00 12.125 20061101 SFR 436.06 41,972.54 12.125 Investment Rate Refi 280,000.00 178 20061201 0.500 0.030 11.595 Stated 0 FIXED XXXXX XXXXX XX 00000 180 62,500.00 14.275 20061101 2-FAMILY 754.17 62,478.51 14.275 Investment CashOut Refi 250,000.00 178 20061201 0.500 0.030 13.745 Stated 0 FIXED XXXXXXXX XXXX XX 00000 360 364,000.00 6.500 20061101 SFR 1,971.67 363,913.38 6.500 Investment CashOut Refi 520,000.00 358 20061201 0.375 0.030 6.095 Stated 12 H 3 LIBOR 6 XXXXXXX XXXXX XX 00000 180 68,000.00 11.000 20061101 D-PUDS 647.58 67,951.28 11.000 Owner Occupied Purchase 725,000.00 178 20061201 0.500 0.030 10.470 Stated 36 H 0 FIXED XXXXXXXXXX XX 00000 180 36,000.00 12.025 20061101 SFR 371 35,979.40 12.025 Investment Purchase 240,000.00 178 20061201 0.500 0.030 11.495 Stated 0 FIXED XXXXXXXXX XX 00000 360 159,140.00 7.375 20061101 SFR 1,099.14 158,897.07 7.375 Owner Occupied CashOut Refi 278,000.00 358 20061201 0.250 0.030 7.095 SISA 12 H FIXED XXXXXXX XX 00000 180 180,400.00 11.250 20061101 SFR 1,752.16 180,277.61 11.250 Owner Occupied CashOut Refi 902,000.00 178 20061201 0.500 0.030 10.720 Stated 0 FIXED XXX XXXXXXX XX 00000 360 296,400.00 7.125 20061201 SFR 1,759.88 296,400.00 7.125 Owner Occupied Purchase 377,000.00 359 20061201 0.375 0.030 6.720 Express Verified Assets 00 X 0 XXXXX 0 XXXXXXXXXX XX 00000 360 146,250.00 7.000 20061201 SFR 853.13 146,250.00 7.000 Investment Rate Refi 225,000.00 359 20061201 0.375 0.030 6.595 SISA 12 H 3 LIBOR 6 XXX XXXXXXX XX 00000 360 305,800.00 6.875 20061101 SFR 1,751.98 305,800.00 6.875 Owner Occupied Purchase 383,000.00 358 20061201 0.375 0.030 6.470 Stated 00 X 0 XXXXX 0 XXXXXXXXXX XX 00000 180 122,000.00 13.625 20061101 SFR 1,409.41 121,951.32 13.625 Owner Occupied Purchase 610,000.00 178 20061201 0.500 0.030 13.095 Stated 0 FIXED XXXXXXX XX 00000 180 30,100.00 12.800 20061101 CONDO 328.27 30,085.52 12.800 2nd Home Purchase 128,000.00 178 20061201 0.500 0.030 12.270 Stated 0 FIXED XXXXXXXXX XX 00000 180 103,998.00 12.600 20061101 SFR 1,091.98 103,998.00 12.600 Owner Occupied Purchase 520,000.00 178 20061201 0.500 0.030 12.070 Stated 36 H 0 FIXED XXXXXXXXXXX XX 00000 180 42,400.00 13.750 20061101 SFR 494.01 42,383.55 13.750 Investment CashOut Refi 212,000.00 178 20061201 0.500 0.030 13.220 Stated 0 FIXED XXXXXXX XX 00000 180 76,000.00 12.775 20061101 SFR 827.37 75,963.23 12.775 Owner Occupied Purchase 380,000.00 178 20061201 0.500 0.030 12.245 Stated 0 FIXED XXXXXXXXX XX 00000 360 300,000.00 6.375 20061201 SFR 1,593.75 300,000.00 6.375 Owner Occupied CashOut Refi 455,000.00 359 20061201 0.375 0.030 5.970 Stated 12 H 3 LIBOR 6 XXXXXXXXXX XX 00000 180 63,000.00 11.500 20061101 SFR 603.75 63,000.00 11.500 Owner Occupied CashOut Refi 630,000.00 178 20061201 0.500 0.030 10.970 Stated 36 H 0 FIXED XXX XXXXX XX 00000 360 220,500.00 6.375 20061101 D-PUDS 1,171.41 220,500.00 6.375 2nd Home Purchase 295,000.00 358 20061201 0.375 0.030 5.970 Stated 00 X 0 XXXXX 0 XXXXXX XX 00000 360 162,750.00 7.625 20061201 SFR 1,034.14 162,750.00 7.625 Owner Occupied Purchase 235,000.00 359 20061201 0.375 0.030 7.220 Stated 00 X 0 XXXXX 0 XXXXXXXX XX 00000 180 52,000.00 13.625 20061101 SFR 600.74 51,979.24 13.625 Investment Purchase 235,000.00 178 20061201 0.500 0.030 13.095 Stated 0 FIXED XXXXXXX XX 00000 360 378,400.00 7.625 20061201 SFR 2,404.42 378,400.00 7.625 Owner Occupied CashOut Refi 473,000.00 359 20061201 0.375 0.030 7.220 Stated 36 H 3.5 LIBOR 6 ROGUE XXXXX XX 00000 360 232,500.00 6.750 20061101 SFR 1,307.81 232,500.00 6.750 Owner Occupied CashOut Refi 310,000.00 358 20061201 0.375 0.030 6.345 Stated 36 H 3 LIBOR 6 XXXXXXXX XXXXX XX 00000 180 74,000.00 13.030 20061101 SFR 820.33 73,966.19 13.030 Owner Occupied Purchase 376,000.00 178 20061201 0.500 0.030 12.500 Stated 0 FIXED XXXXXXX XX 00000-0000 360 455,000.00 7.125 20070101 SFR 2,701.56 455,000.00 7.125 Owner Occupied Rate Refi 650,000.00 360 20061201 0.375 0.030 6.720 Stated 12 H 0 XXXXX 0 XXXX XXXXXX XX 00000 360 736,000.00 6.625 20061101 SFR 4,063.33 736,000.00 6.625 Owner Occupied Rate Refi 920,000.00 358 20061201 0.375 0.030 6.220 Stated 12 H 4.5 LIBOR 6 XXXXXXXXX XX 00000 180 53,600.00 11.500 20061101 SFR 530.8 53,565.57 11.500 Owner Occupied Purchase 270,000.00 178 20061201 0.500 0.030 10.970 Stated 36 H 0 FIXED XXXXXXXXX XX 00000 180 33,219.00 12.150 20061201 D-PUDS 345.54 33,209.80 12.150 Investment Purchase 225,000.00 179 20061201 0.500 0.030 11.620 Stated 36 H 0 FIXED XXXXXXXXX XX 00000 360 345,600.00 6.750 20061101 SFR 1,944.00 345,600.00 6.750 Owner Occupied Purchase 432,000.00 358 20061201 0.375 0.030 6.345 Stated 36 H 3 LIBOR 6 XXXXXX XX 00000 180 93,000.00 12.700 20061201 SFR 1,007.01 92,977.24 12.700 Owner Occupied Purchase 310,000.00 179 20061201 0.500 0.030 12.170 Stated 36 H 0 FIXED XXX XXXXX XX 00000 180 59,400.00 13.350 20061101 SFR 673.37 59,374.78 13.350 Owner Occupied Purchase 310,000.00 178 20061201 0.500 0.030 12.820 Stated 24 H 0 FIXED XXX XXXXXXX XX 00000 360 79,000.00 7.000 20061201 2-FAMILY 525.59 78,935.24 7.000 Investment Rate Refi 120,000.00 359 20061201 0.250 0.030 6.720 Full 36 H FIXED XXX XXXXXXX XX 00000 360 278,650.00 6.875 20061101 SFR 1,596.43 278,650.00 6.875 Investment Purchase 388,000.00 358 20061201 0.375 0.030 6.470 Stated 12 H 3 LIBOR 6 XXX XXXXXXX XX 00000 180 43,000.00 10.650 20061101 SFR 398.17 42,966.77 10.650 Owner Occupied Purchase 215,000.00 178 20061201 0.500 0.030 10.120 Stated 36 H 0 FIXED XXXXXXX XX 00000 360 115,500.00 7.625 20061201 CONDO 733.91 115,500.00 7.625 Investment Rate Refi 165,000.00 359 20061201 0.375 0.030 7.220 Stated 12 H 3 LIBOR 6 XXXXXXXXX XX 00000 180 55,000.00 11.750 20061101 SFR 555.18 54,966.56 11.750 Owner Occupied Purchase 550,000.00 178 20061201 0.500 0.030 11.220 Stated 36 H 0 FIXED XXX XXXXX XX 00000 180 78,112.00 12.300 20061101 D-PUDS 821.56 78,069.52 12.300 Investment Purchase 313,000.00 178 20061201 0.500 0.030 11.770 Stated 24 H 0 FIXED XXX XXXXXXX XX 00000 180 92,000.00 12.850 20061101 SFR 985.17 92,000.00 12.850 Owner Occupied CashOut Refi 460,000.00 178 20061201 0.500 0.030 12.320 Stated 36 H 0 FIXED XXXXXXXXXXX XX 00000 180 24,700.00 12.500 20061201 SFR 263.61 24,693.68 12.500 Investment Purchase 165,000.00 179 20061201 0.500 0.030 11.970 Stated 0 FIXED XXXXXXX XX 00000 180 85,000.00 11.750 20061201 CONDO 858 84,974.29 11.750 Owner Occupied CashOut Refi 425,000.00 179 20061201 0.500 0.030 11.220 Stated 0 FIXED XXXXX XX 00000 360 267,200.00 5.625 20061101 SFR 1,538.15 266,627.36 5.625 Owner Occupied Purchase 340,000.00 358 20061201 0.250 0.030 5.345 Full 36 H FIXED XXXX XXXXX XX 00000 180 65,250.00 13.875 20061101 SFR 766.68 65,225.40 13.875 2nd Home Purchase 440,000.00 178 20061201 0.500 0.030 13.345 Stated 24 H 0 FIXED XXXXXX XXXXX XX 00000 360 463,200.00 6.250 20070101 CONDO 2,852.00 463,200.00 6.250 Owner Occupied Rate Refi 579,000.00 360 20061201 0.250 0.030 5.970 Full 24 H FIXED XXXXXXXX XX 00000 360 265,200.00 5.875 20061201 SFR 1,298.37 265,200.00 5.875 Owner Occupied Purchase 351,500.00 359 20061201 0.375 0.030 5.470 Full 24 H 3 LIBOR 6 XXXXXXXX XX 00000 180 66,300.00 12.375 20061201 SFR 701.17 66,282.55 12.375 Owner Occupied Purchase 351,500.00 179 20061201 0.500 0.030 11.845 Full 0 FIXED XXXXXXXX XX 0000 360 329,600.00 8.750 20061201 3-FAMILY 2,592.97 329,410.36 8.750 Owner Occupied Purchase 535,000.00 359 20061201 0.375 0.030 8.345 Stated 3 LIBOR 6 XXXXX XXXXXXX XX 00000 360 206,720.00 6.875 20061101 CONDO 1,184.33 206,720.00 6.875 Owner Occupied Purchase 278,000.00 358 20061201 0.375 0.030 6.470 Stated 24 H 3 LIBOR 6 XXXXXXXX XX 00000 360 94,400.00 7.000 20061001 SFR 550.67 94,400.00 7.000 Owner Occupied Purchase 118,000.00 357 20061201 0.375 0.030 6.595 Stated 2.25 LIBOR 6 XXXXXXX XX 00000 360 156,100.00 7.125 20061001 CONDO 926.84 156,100.00 7.125 Investment Rate Refi 223,000.00 357 20061201 0.375 0.030 6.720 Express Verified Assets 2.25 LIBOR 6 XXXXXXXXX XX 00000 360 172,000.00 8.250 20061001 SFR 1,182.50 172,000.00 8.250 Owner Occupied Rate Refi 215,000.00 357 20061201 0.375 0.030 7.845 Stated 2.25 LIBOR 6 XXXXXXXXXX XX 00000 360 315,000.00 6.625 20061001 SFR 1,739.06 315,000.00 6.625 Owner Occupied Purchase 450,000.00 357 20061201 0.375 0.030 6.220 Stated 2.25 LIBOR 6 XXXXXXX XX 00000 360 347,920.00 7.375 20061001 PUD 2,138.26 347,920.00 7.375 Owner Occupied Purchase 434,900.00 357 20061201 0.375 0.030 6.970 Stated 2.25 LIBOR 6 XXX XXXXX XX 00000 360 376,800.00 6.750 20061001 SFR 2,119.50 376,800.00 6.750 Investment Rate Refi 540,000.00 357 20061201 0.375 0.030 6.345 Express Verified Assets 36 H 2.25 LIBOR 6 LAWRENCE MA 1841 360 273,000.00 6.875 20061001 3-FAMILY 1,564.06 273,000.00 6.875 Owner Occupied CashOut Refi 390,000.00 357 20061201 0.375 0.030 6.470 Express Verified Assets 2.25 LIBOR 6 XXXXXXXXXXXX XX 00000 180 22,200.00 12.500 20061101 SFR 236.93 22,188.58 12.500 Owner Occupied CashOut Refi 222,000.00 178 20061201 0.500 0.030 11.970 Stated 36 H 0 FIXED XXX XXXXXXX XX 00000 180 150,000.00 11.125 20061101 SFR 1,442.67 149,895.43 11.125 Owner Occupied CashOut Refi 1,000,000.00 178 20061201 0.500 0.030 10.595 Stated 0 FIXED XXXXX XX 00000 180 51,840.00 14.875 20061201 HI-RISE 650.31 51,832.29 14.875 Owner Occupied Purchase 278,000.00 179 20061201 0.500 0.030 14.345 Stated 0 FIXED XXXXX XX 00000 360 126,000.00 11.700 20061101 SFR 1,267.03 125,922.56 11.700 Owner Occupied Purchase 665,000.00 358 20061201 0.500 0.030 11.170 Stated 0 FIXED XXXXXX XXXXXX XX 00000 360 298,500.00 6.500 20061101 SFR 1,616.88 298,500.00 6.500 Owner Occupied CashOut Refi 398,000.00 358 20061201 0.375 0.030 6.095 SISA 36 H 3.5 LIBOR 6 XXXXXXXXX XX 00000 180 158,384.00 12.500 20061101 SFR 1,690.37 158,302.50 12.500 Owner Occupied Purchase 530,000.00 178 20061201 0.500 0.030 11.970 Stated 24 H 0 FIXED XXXXXXXXX XX 00000 360 504,000.00 6.250 20061201 SFR 2,625.00 504,000.00 6.250 Owner Occupied CashOut Refi 720,000.00 359 20061201 0.250 0.030 5.970 Stated 36 H FIXED XXXXXXXXX XX 00000 360 244,000.00 7.625 20061201 SFR 1,550.42 244,000.00 7.625 Owner Occupied Purchase 305,000.00 359 20061201 0.375 0.030 7.220 Stated 00 X 0 XXXXX 0 XXXXXXXXX XX 00000 360 287,992.00 6.250 20061101 CONDO 1,499.96 287,992.00 6.250 Owner Occupied Purchase 360,000.00 358 20061201 0.375 0.030 5.845 Stated 00 X 0 XXXXX 0 XXXXXXXXX XX 00000 180 71,998.00 12.500 20061101 CONDO 768.4 71,960.97 12.500 Owner Occupied Purchase 360,000.00 178 20061201 0.500 0.030 11.970 Stated 36 H 0 FIXED XXXXXX XX 0000 180 61,600.00 11.375 20061101 SFR 604.15 61,559.34 11.375 Owner Occupied Purchase 313,000.00 178 20061201 0.500 0.030 10.845 Stated 0 FIXED XXXXXXXX XX 00000 180 66,000.00 12.250 20061101 SFR 691.61 65,964.10 12.250 Owner Occupied CashOut Refi 660,000.00 178 20061201 0.500 0.030 11.720 Stated 0 FIXED XXXX XXXXXX XX 00000 360 107,900.00 15.375 20061101 HI-RISE 1,382.47 107,900.00 15.375 Owner Occupied Purchase 530,000.00 358 20061201 0.500 0.030 14.845 Stated 0 FIXED XXXXX XX 00000 180 165,000.00 12.775 20061201 SFR 1,796.26 164,960.30 12.775 Owner Occupied Purchase 555,000.00 179 20061201 0.500 0.030 12.245 Stated 0 FIXED XXXXXXXXX XX 00000 360 301,600.00 5.875 20061101 CONDO 1,476.58 301,600.00 5.875 Owner Occupied Purchase 380,000.00 358 20061201 0.375 0.030 5.470 Stated 00 X 0 XXXXX 0 XXXXXXXXX XX 00000 180 75,400.00 12.500 20061101 CONDO 804.71 75,361.22 12.500 Owner Occupied Purchase 380,000.00 178 20061201 0.500 0.030 11.970 Stated 36 H 0 FIXED XXXXXXX XX 00000 360 372,000.00 5.750 20061101 SFR 1,782.50 372,000.00 5.750 Owner Occupied Rate Refi 615,000.00 358 20061201 0.250 0.030 5.470 Stated 36 H FIXED XXXXXXXXX XX 00000 180 50,000.00 11.525 20061101 SFR 496.1 49,968.07 11.525 Owner Occupied Purchase 527,080.00 178 20061201 0.500 0.030 10.995 Stated 0 FIXED XXXXXXXX XX 00000 180 44,000.00 12.000 20061101 SFR 452.59 43,974.69 12.000 Owner Occupied CashOut Refi 680,000.00 178 20061201 0.500 0.030 11.470 Stated 36 H 0 FIXED XXXXXXXXXXX XX 00000 180 43,800.00 12.375 20061101 SFR 451.69 43,800.00 12.375 Investment Purchase 295,000.00 178 20061201 0.500 0.030 11.845 Stated 0 FIXED XXXXXXXX XX 00000 360 243,000.00 6.990 20061201 D-PUDS 1,615.05 242,800.43 6.990 Investment CashOut Refi 355,000.00 359 20061201 0.250 0.030 6.710 Full 12 H FIXED XXXXXXXXX XX 00000 360 276,000.00 6.250 20061201 CONDO 1,437.50 276,000.00 6.250 Owner Occupied Purchase 345,000.00 359 20070101 0.375 0.030 5.845 Stated 24 H 3 LIBOR 6 XXXXXX XX 00000 180 80,600.00 13.875 20061101 SFR 947.04 80,569.62 13.875 Owner Occupied Purchase 403,000.00 178 20061201 0.500 0.030 13.345 Stated 0 FIXED XXX XXXXX XX 00000 360 323,200.00 6.750 20061201 CONDO 1,818.00 323,200.00 6.750 Owner Occupied Rate Refi 404,000.00 359 20061201 0.375 0.030 6.345 Stated 36 H 3 LIBOR 6 XXXXXX XX 00000 360 30,500.00 12.625 20061201 SFR 320.89 30,500.00 12.625 Owner Occupied CashOut Refi 305,000.00 359 20061201 0.500 0.030 12.095 Stated 0 FIXED XXXXXX XXXXXX XX 00000 360 305,000.00 12.500 20061101 SFR 3,255.14 304,843.07 12.500 Owner Occupied Rate Refi 1,400,000.00 358 20061201 0.500 0.030 11.970 Express No Doc 0 FIXED XXXX XXXXX XX 00000 180 32,800.00 13.000 20060801 CONDO 362.83 32,761.66 13.000 2nd Home Purchase 226,500.00 175 20061201 0.500 0.030 12.470 Stated 0 FIXED XXX XXXXX XX 00000 180 39,500.00 12.000 20061101 D-PUDS 406.3 39,477.29 12.000 Owner Occupied Purchase 395,000.00 178 20061201 0.500 0.030 11.470 Stated 36 H 0 FIXED XXXXXXX XX 00000 360 225,000.00 7.375 20061201 D-PUDS 1,382.81 225,000.00 7.375 Owner Occupied CashOut Refi 300,000.00 359 20061201 0.375 0.030 6.970 Stated 00 X 0 XXXXX 0 XXXXXXXXX XX 00000 360 417,000.00 6.875 20061101 2-FAMILY 2,389.06 417,000.00 6.875 Owner Occupied Purchase 560,000.00 358 20061201 0.375 0.030 6.470 Stated 3 LIBOR 6 XXXXXXXXXX XXXXX XX 00000 360 504,750.00 6.250 20061201 SFR 2,628.91 504,750.00 6.250 Owner Occupied Purchase 680,000.00 359 20061201 0.375 0.030 5.845 Stated 24 H 3 LIBOR 6 XXXXXX XX 00000 180 29,550.00 12.375 20061101 CONDO 312.51 29,534.36 12.375 Owner Occupied CashOut Refi 197,000.00 178 20061201 0.500 0.030 11.845 Stated 36 H 0 FIXED XXXXXXXXX XX 00000 360 353,000.00 5.875 20061101 D-PUDS 1,728.23 353,000.00 5.875 Owner Occupied Rate Refi 560,000.00 358 20061201 0.375 0.030 5.470 Full 36 H 3 LIBOR 6 XXXXXXXXXX XXXXX XX 00000 360 615,000.00 6.125 20061101 SFR 3,139.06 615,000.00 6.125 Owner Occupied Purchase 820,000.00 358 20061201 0.375 0.030 5.720 Stated 36 H 3 LIBOR 6 XXXXX XXXX XX 00000 360 553,150.00 7.375 20061101 CONDO 3,820.47 552,305.61 7.375 Investment CashOut Refi 800,000.00 358 20061201 0.250 0.030 7.095 Stated FIXED XXXXXXX XX 00000 360 184,000.00 9.125 20061101 SFR 1,399.17 184,000.00 9.125 Investment Purchase 250,000.00 358 20061201 0.375 0.030 8.720 Stated 0 XXXXX 0 XXXXXXXXX XX 00000 360 277,000.00 5.500 20061101 SFR 1,269.58 277,000.00 5.500 Owner Occupied Rate Refi 625,000.00 358 20061201 0.375 0.030 5.095 Full 36 H 2.5 LIBOR 6 XXXXXXX XX 00000 360 156,600.00 8.500 20061201 SFR 1,109.25 156,600.00 8.500 Investment Purchase 174,000.00 359 20061201 0.375 0.030 8.095 SISA 24 H 3.625 LIBOR 6 XXXXXXX XXXXX XX 00000 180 35,400.00 13.475 20061101 CONDO 404.78 35,385.38 13.475 Owner Occupied Purchase 177,000.00 178 20061201 0.500 0.030 12.945 Stated 36 H 0 FIXED XXXXXXX XX 00000 180 33,000.00 11.675 20061101 SFR 331.21 32,979.60 11.675 Investment Purchase 230,000.00 178 20061201 0.500 0.030 11.145 Stated 0 FIXED XXXXXXX XX 00000 360 500,000.00 6.250 20061101 SFR 3,078.59 499,048.69 6.250 Owner Occupied CashOut Refi 900,000.00 358 20061201 0.250 0.030 5.970 Full 36 S FIXED XXXX XXXXX XX 00000 360 390,000.00 7.250 20061201 SFR 2,356.25 390,000.00 7.250 Owner Occupied CashOut Refi 790,000.00 359 20061201 0.250 0.030 6.970 SISA 36 H FIXED XXX XXXXX XX 00000 360 252,000.00 7.750 20061201 CONDO 1,627.50 252,000.00 7.750 Owner Occupied CashOut Refi 315,000.00 359 20061201 0.375 0.030 7.345 XXXX 00 X 0 XXXXX 0 XXXXXX XX 00000 360 126,000.00 8.125 20061201 SFR 935.55 125,917.58 8.125 Investment CashOut Refi 180,000.00 359 20061201 0.250 0.030 7.845 Stated 36 H FIXED XXX XXXXXXXXXX XX 00000 180 60,800.00 11.375 20061101 CONDO 596.31 60,759.85 11.375 Owner Occupied Purchase 244,000.00 178 20061201 0.500 0.030 10.845 Stated 12 H 0 FIXED XX XXXXX XX 00000 360 2,000,000.00 5.750 20061201 SFR 9,583.33 2,000,000.00 5.750 Owner Occupied Rate Refi 3,000,000.00 359 20061201 0.375 0.030 5.345 Stated 3 LIBOR 6 XXXXXXXXX XX 00000 360 85,855.00 10.000 20061201 SFR 753.44 85,817.02 10.000 Investment Purchase 112,000.00 359 20061201 0.375 0.030 9.595 Stated 12 H 3 LIBOR 6 XXXXXX XX 00000 360 272,000.00 8.875 20061201 2-FAMILY 2,164.15 271,847.52 8.875 Owner Occupied Purchase 340,000.00 359 20061201 0.375 0.030 8.470 Stated 3 LIBOR 6 XXXXXXXX XX 00000 180 45,000.00 14.375 20061101 CONDO 546.58 44,984.87 14.375 Owner Occupied CashOut Refi 150,000.00 178 20061201 0.500 0.030 13.845 Stated 0 FIXED XXXXXXXX XX 00000 180 51,800.00 12.725 20061101 SFR 561.9 51,774.66 12.725 Owner Occupied Purchase 265,000.00 178 20061201 0.500 0.030 12.195 Stated 36 H 0 FIXED XXX XXXXXXX XX 00000 360 382,500.00 6.875 20061201 SFR 2,191.41 382,500.00 6.875 Owner Occupied CashOut Refi 425,000.00 359 20061201 0.375 0.030 5.380 1.09 RADIAN - LENDER PAID 25 Stated 36 H 3.625 LIBOR 6 XXXXXXX XX 00000 180 59,700.00 12.075 20061101 SFR 617.53 59,666.23 12.075 Investment Purchase 300,000.00 178 20061201 0.500 0.030 11.545 Stated 12 H 0 FIXED XXXXX XX 00000 360 198,000.00 6.625 20061201 SFR 1,093.13 198,000.00 6.625 Owner Occupied Rate Refi 475,000.00 359 20061201 0.375 0.030 6.220 Stated 12 H 3 LIBOR 6 XXXXXXXXX XX 00000 180 67,000.00 12.500 20061101 SFR 715.06 66,965.54 12.500 Owner Occupied Purchase 350,000.00 178 20061201 0.500 0.030 11.970 Stated 36 H 0 FIXED XXXXXXX XX 00000 360 188,000.00 6.500 20061101 SFR 1,018.33 188,000.00 6.500 Owner Occupied Rate Refi 235,000.00 358 20061201 0.375 0.030 6.095 Full 00 X 0.00 XXXXX 00 XXXXXXX XX 00000 360 300,000.00 6.500 20061101 SFR 1,625.00 300,000.00 6.500 Owner Occupied Rate Refi 375,000.00 358 20061201 0.375 0.030 6.095 Full 3.25 LIBOR 12 XXX XXXXXXX XX 00000 180 73,000.00 12.725 20061101 SFR 774.1 73,000.00 12.725 Owner Occupied Purchase 371,000.00 178 20061201 0.500 0.030 12.195 Stated 36 H 0 FIXED XXXXXXXXX XX 00000 360 485,000.00 6.750 20061201 SFR 2,728.13 485,000.00 6.750 Owner Occupied CashOut Refi 755,000.00 359 20061201 0.375 0.030 6.345 Express Non-Verified Assets 00 X 0 XXXXX 0 XXXXXX XX 00000 180 77,000.00 11.875 20061101 SFR 784.63 76,954.48 11.875 Owner Occupied CashOut Refi 770,000.00 178 20061201 0.500 0.030 11.345 Stated 36 H 0 FIXED XXXXXXXX XX 00000 360 49,000.00 11.750 20061101 D-PUDS 494.61 48,964.83 11.750 Owner Occupied Purchase 248,000.00 358 20061201 0.500 0.030 11.220 Stated 36 H 0 FIXED XXXXXXXXX XX 00000 360 165,750.00 7.000 20070101 TOWNHOUSE 1,102.74 165,750.00 7.000 Investment Rate Refi 221,000.00 360 20061201 0.375 0.030 6.595 Stated 00 X 0 XXXXX 0 XXXXXXXXX XX 00000 180 36,975.00 11.825 20061101 TOWNHOUSE 375.36 36,952.89 11.825 Investment Purchase 155,000.00 178 20061201 0.500 0.030 11.295 Stated 12 H 0 FIXED XXXXXXXXX XX 00000 360 247,600.00 6.000 20061101 D-PUDS 1,238.00 247,600.00 6.000 Owner Occupied Purchase 310,000.00 358 20061201 0.375 0.030 5.595 Full 00 X 0 XXXXX 0 XXXXXXX XX 00000 180 100,000.00 12.550 20061201 CONDO 1,071.14 99,974.69 12.550 Investment Purchase 500,000.00 179 20061201 0.500 0.030 12.020 Stated 0 FIXED XXXXXX XX 00000 360 144,750.00 6.000 20061101 2-FAMILY 867.85 144,461.08 6.000 Investment Purchase 193,000.00 358 20061201 0.250 0.030 5.720 Stated 36 H FIXED XXXXXX XX 00000 360 464,000.00 5.375 20061201 SFR 2,078.33 464,000.00 5.375 Owner Occupied Rate Refi 625,000.00 359 20061201 0.375 0.030 4.970 Full 2.75 LIBOR 6 XXXXX XX 00000 180 61,980.00 11.875 20061101 CONDO 631.58 61,943.34 11.875 Owner Occupied Purchase 309,900.00 178 20061201 0.500 0.030 11.345 Stated 36 H 0 FIXED XXXXXXX XX 00000 360 518,000.00 5.750 20061201 SFR 2,482.08 518,000.00 5.750 Owner Occupied CashOut Refi 740,000.00 359 20061201 0.250 0.030 5.470 Full 60 H FIXED XXXXXXXX XX 00000 360 300,000.00 6.000 20061201 SFR 1,500.00 300,000.00 6.000 Investment CashOut Refi 600,000.00 359 20061201 0.250 0.030 5.720 SISA 60 H FIXED XXXX XXXXX XX 00000 180 20,000.00 12.750 20061101 SFR 217.34 19,990.27 12.750 Owner Occupied Rate Refi 452,000.00 178 20061201 0.500 0.030 12.220 Stated 36 H 0 FIXED XXXXX XXXXXXXX XX 00000-0000 360 162,450.00 7.000 20061201 D-PUDS 947.63 162,450.00 7.000 Investment Purchase 218,000.00 359 20061201 0.375 0.030 6.595 Stated 12 H 3 LIBOR 6 XXXXXXXX XX 00000 180 57,500.00 11.950 20061101 SFR 589.24 57,466.56 11.950 Investment Purchase 235,000.00 178 20061201 0.500 0.030 11.420 Stated 12 H 0 FIXED XXXXXXXX XX 00000 360 457,100.00 5.875 20061201 2-FAMILY 2,703.92 456,633.97 5.875 Owner Occupied CashOut Refi 653,000.00 359 20061201 0.250 0.030 5.595 Stated FIXED XXXX XX 00000 180 69,300.00 13.275 20061101 SFR 781.52 69,270.06 13.275 Owner Occupied Purchase 231,000.00 178 20061201 0.500 0.030 12.745 Stated 0 FIXED XXXXXX XX 00000 360 210,000.00 6.000 20061201 SFR 1,050.00 210,000.00 6.000 Investment CashOut Refi 310,000.00 359 20061201 0.375 0.030 5.595 Full 36 H 3 LIBOR 6 XXXXXXX XX 00000 360 112,980.00 7.455 20061201 CONDO 701.89 112,980.00 7.455 2nd Home Purchase 176,000.00 359 20061201 0.375 0.030 7.050 Stated 00 X 0 XXXXX 0 XXXXXXXX XX 00000 360 80,000.00 7.250 20061101 CONDO 545.74 79,874.81 7.250 Investment CashOut Refi 187,000.00 358 20061201 0.250 0.030 6.970 Stated FIXED XXXXXXX XX 00000 360 405,000.00 7.500 20061201 SFR 2,531.25 405,000.00 7.500 Investment CashOut Refi 540,000.00 359 20061201 0.375 0.030 7.095 Stated 36 H 3 LIBOR 6 XXXXXXXXX XX 00000 360 448,000.00 6.000 20061201 D-PUDS 2,240.00 448,000.00 6.000 Owner Occupied CashOut Refi 560,000.00 359 20061201 0.250 0.030 5.720 SISA FIXED XX XXXXXX XX 00000 180 90,000.00 14.150 20061101 SFR 1,077.08 89,968.15 14.150 Investment Purchase 392,000.00 178 20061201 0.500 0.030 13.620 Stated 24 H 0 FIXED XXXXXXXX XX 00000 360 372,000.00 6.750 20061201 SFR 2,092.50 372,000.00 6.750 Owner Occupied Rate Refi 465,000.00 359 20061201 0.375 0.030 6.345 Stated 36 H 3 LIBOR 6 XXXXXXX XX 00000 360 378,000.00 6.625 20061101 SFR 2,086.88 378,000.00 6.625 Investment Purchase 540,000.00 358 20061201 0.375 0.030 6.220 Stated 36 H 3 LIBOR 6 XXXXXXX XX 00000 180 135,000.00 11.675 20061101 SFR 1,354.95 134,916.57 11.675 Investment Purchase 540,000.00 178 20061201 0.500 0.030 11.145 Stated 36 H 0 FIXED XXXXXX XXXXXX XX 00000 360 218,000.00 7.375 20061201 SFR 1,414.50 217,925.29 7.375 Owner Occupied CashOut Refi 372,000.00 359 20061201 0.375 0.030 6.970 Stated 00 X 0 XXXXX 0 XXX XXXXXXXXXX XX 00000 360 262,500.00 6.250 20070101 SFR 1,367.19 262,500.00 6.250 Investment CashOut Refi 375,000.00 360 20061201 0.375 0.030 5.845 SISA 12 H 0 XXXXX 0 XXX XXXXX XX 00000 180 100,000.00 11.875 20061101 D-PUDS 989.58 100,000.00 11.875 Owner Occupied Purchase 500,000.00 178 20061201 0.500 0.030 11.345 Stated 36 H 0 FIXED XXX XXXXXXX XX 00000 360 288,000.00 6.375 20061201 2-FAMILY 1,796.75 287,733.25 6.375 Owner Occupied Rate Refi 515,000.00 359 20061201 0.250 0.030 6.095 Stated 36 12H/24S FIXED XXX XXXXX XX 00000 360 181,000.00 6.375 20061201 SFR 1,129.21 180,832.35 6.375 Owner Occupied Rate Refi 282,000.00 359 20061201 0.250 0.030 6.095 Stated 60 H FIXED XXXXXXX XX 00000 360 108,750.00 7.250 20061001 SFR 741.87 108,493.94 7.250 Investment Purchase 145,000.00 357 20061201 0.375 0.030 6.845 Stated 2.25 LIBOR 6 XXXXXXXXXXXXXX XX 00000 360 640,000.00 6.500 20061001 SFR 4,045.24 638,254.86 6.500 Owner Occupied CashOut Refi 800,000.00 357 20061201 0.375 0.030 6.095 Stated 0 XXXXX 0 XXXXXXXXXX XX 00000 360 241,600.00 7.125 20060801 PUD 1,434.50 241,600.00 7.125 Owner Occupied Purchase 304,000.00 355 20061201 0.375 0.030 6.720 SISA 2.75 LIBOR 6 XXXX XXXXX XX 00000 360 228,000.00 8.500 20060901 SFR 1,615.00 228,000.00 8.500 Investment Purchase 299,000.00 356 20061201 0.375 0.030 8.095 Express No Doc 2.25 LIBOR 6 LAWRENCE MA 1841 360 301,000.00 8.000 20060901 4-FAMILY 2,208.63 300,117.33 8.000 Owner Occupied Purchase 430,000.00 356 20061201 0.375 0.030 7.595 Express No Doc 2.25 LIBOR 0 XXXXXXX XXXXX XX 00000 360 325,000.00 8.000 20060901 SFR 2,384.73 324,118.99 8.000 Owner Occupied Purchase 325,000.00 356 20061201 0.375 0.030 7.595 RADIAN - BORROWER PAID 35 Express Verified Assets 5 LIBOR 6 XXXXX XX 00000 360 160,000.00 8.250 20060901 SFR 1,202.03 159,567.56 8.250 Investment Purchase 200,000.00 356 20061201 0.375 0.030 7.845 Express No Doc 2.25 LIBOR 6 XXXXXXX XX 00000 360 112,000.00 8.000 20061101 SFR 821.82 111,849.20 8.000 Owner Occupied Purchase 140,000.00 358 20061201 0.375 0.030 7.595 Xxxxxxx Xx Xxx 0 XXXXX 0 XXXXXXXXXX XX 0000 360 420,000.00 7.375 20061101 SFR 2,581.25 419,950.00 7.375 Owner Occupied Rate Refi 600,000.00 358 20061201 0.375 0.030 6.970 Stated 2.25 LIBOR 6 DRUMS PA 43153 360 245,332.00 8.000 20061101 PUD 1,800.16 245,001.68 8.000 2nd Home Purchase 310,000.00 358 20061201 0.375 0.030 7.595 Express No Doc 5 LIBOR 6 XXXXXX XX 00000 360 622,392.00 6.875 20061201 D-PUDS 3,565.79 622,392.00 6.875 Owner Occupied Purchase 778,000.00 359 20061201 0.375 0.030 6.470 Stated 12 H 3 LIBOR 6 XXXXXX XXXXXX XX 00000 360 375,200.00 6.500 20061201 SFR 2,032.33 375,200.00 6.500 Owner Occupied Purchase 482,000.00 359 20061201 0.375 0.030 6.095 Xxxxxx 00 X 0 XXXXX 0 XXXXXXXX XX 0000 360 206,000.00 6.750 20061001 SFR 1,336.11 205,452.95 6.750 Owner Occupied CashOut Refi 396,154.00 357 20061201 0.375 0.030 6.345 Stated 2.25 LIBOR 12 XXXXX XX 00000 360 150,000.00 6.750 20061001 SFR 843.75 149,988.46 6.750 Owner Occupied CashOut Refi 194,805.00 357 20061201 0.375 0.030 6.345 Stated 2.25 LIBOR 12 XXXXXXXXXX XXXXX XX 00000 360 532,000.00 6.375 20061001 SFR 3,067.38 529,786.70 6.375 Owner Occupied Purchase 665,000.00 357 20061201 0.375 0.030 5.970 Full 00 X 0.00 XXXXX 00 XX XXXX XX 00000 360 156,400.00 6.875 20061001 SFR 896.04 156,400.00 6.875 Owner Occupied Purchase 195,500.00 357 20061201 0.375 0.030 6.470 Full 2.25 LIBOR 12 XXXXXXXX XX 00000 360 339,000.00 6.750 20060901 D-PUDS 1,906.88 339,000.00 6.750 Owner Occupied Purchase 525,000.00 356 20061201 0.375 0.030 6.345 Stated 2.25 LIBOR 6 XXXXXXX XX 00000 360 191,900.00 6.875 20061001 PUD 1,099.43 191,900.00 6.875 Investment Purchase 239,875.00 357 20061201 0.375 0.030 6.470 Full 2.25 LIBOR 6 XXXXXXXX XX 00000 360 580,000.00 7.375 20061101 2-FAMILY 3,564.58 580,000.00 7.375 Owner Occupied Purchase 725,000.00 358 20061201 0.375 0.030 6.970 Stated 2.25 LIBOR 12 FT. XXXXXXXXXX XX 00000 360 163,120.00 7.500 20061001 CONDO 1,019.50 163,120.00 7.500 Investment Purchase 203,900.00 357 20061201 0.375 0.030 7.095 Express Verified Assets 2.25 LIBOR 6 XXXXX XX 00000 360 143,920.00 7.500 20061001 CONDO 899.5 143,920.00 7.500 Investment Purchase 179,900.00 357 20061201 0.375 0.030 7.095 Full 2.25 LIBOR 6 XXXXXX XX 00000 360 192,000.00 7.500 20061101 CONDO 1,200.00 192,000.00 7.500 Investment Rate Refi 240,000.00 358 20061201 0.375 0.030 7.095 Full 2.25 LIBOR 12 XXXXXXX XX 00000 360 146,000.00 7.500 20060901 CONDO 912.5 146,000.00 7.500 Investment Rate Refi 184,810.00 356 20061201 0.375 0.030 7.095 Stated 2.25 LIBOR 12 XXXX XXXXXXXXXX XX 00000 360 171,000.00 6.750 20060801 SFR 1,109.10 170,255.51 6.750 Investment CashOut Refi 259,091.00 355 20061201 0.375 0.030 6.345 Stated 2.25 LIBOR 12 XXXXX XX 00000 360 208,000.00 6.875 20060801 SFR 1,191.67 208,000.00 6.875 Investment CashOut Refi 717,241.00 355 20061201 0.375 0.030 6.470 Stated 2.25 LIBOR 6 XXXXX XXXXX XX 00000 360 137,068.00 7.500 20060801 D-PUDS 856.68 137,068.00 7.500 Investment Purchase 171,335.00 355 20061201 0.375 0.030 7.095 Full 2.25 LIBOR 6 XXXXXXX XX 00000 360 120,000.00 7.750 20060901 SFR 775 120,000.00 7.750 Investment Purchase 150,000.00 356 20061201 0.375 0.030 7.345 Stated 2.25 LIBOR 6 XXXXXXX XX 00000 360 120,000.00 7.750 20060901 SFR 775 120,000.00 7.750 Investment Purchase 150,000.00 356 20061201 0.375 0.030 7.345 Stated 2.25 LIBOR 6 XXXXX XXXXXXX XX 00000 360 93,750.00 7.375 20061001 SFR 576.17 93,750.00 7.375 Investment Purchase 125,000.00 357 20061201 0.375 0.030 6.970 Stated 2.25 LIBOR 12 XXXXX XXXXX XX 00000 360 144,000.00 7.875 20060901 PUD 945 144,000.00 7.875 Investment Purchase 180,000.00 356 20061201 0.375 0.030 7.470 Full 2.25 LIBOR 6 XXXXX XXXXXX XX 00000 360 193,500.00 7.375 20060901 PUD 1,189.22 193,500.00 7.375 Investment Purchase 215,000.00 356 20061201 0.375 0.030 6.970 RADIAN - BORROWER PAID 25 Stated 2.25 LIBOR 12 XXXXXXXX XX 00000 360 240,000.00 6.625 20060801 SFR 1,325.00 240,000.00 6.625 Owner Occupied Purchase 300,000.00 355 20061201 0.375 0.030 6.220 Full 2.25 LIBOR 12 XXXXXX XX 00000 360 176,000.00 6.500 20060801 SFR 953.33 176,000.00 6.500 Owner Occupied Purchase 220,000.00 355 20061201 0.375 0.030 6.095 Full 2.25 LIBOR 12 XXX XXXXXXX XX 00000 360 371,250.00 6.625 20060801 CONDO 2,049.61 371,250.00 6.625 Owner Occupied Rate Refi 495,000.00 355 20061201 0.375 0.030 6.220 Stated 2.25 LIBOR 12 XXXXXXX XX 00000 360 125,600.00 7.000 20060801 CONDO 732.67 125,600.00 7.000 Owner Occupied Purchase 157,000.00 355 20061201 0.375 0.030 6.595 Express Verified Assets 00 X 0.000 XXXXX 0 XXXXXXX XX 00000 360 132,000.00 6.875 20061001 SFR 756.25 131,900.00 6.875 Owner Occupied Purchase 188,571.00 357 20061201 0.375 0.030 6.470 Express Verified Assets 00 X 0.000 XXXXX 0 XXXXXX XX 00000 360 409,500.00 8.125 20061001 D-PUDS 2,772.66 409,500.00 8.125 Investment Rate Refi 525,000.00 357 20061201 0.375 0.030 7.720 Stated 2.25 LIBOR 00 XXXXXXX XXXXX XX 00000 360 311,250.00 7.500 20061001 SFR 1,945.31 311,250.00 7.500 Owner Occupied CashOut Refi 415,000.00 357 20061201 0.375 0.030 7.095 Stated 2.25 LIBOR 12 XXXXXX XXXXX XX 00000 360 181,657.00 6.999 20060901 SFR 1,059.51 181,657.00 6.999 Owner Occupied Purchase 227,071.00 356 20061201 0.375 0.030 6.594 Express Verified Assets 2.25 LIBOR 12 XXXXXX XX 00000 360 160,000.00 6.875 20060901 SFR 916.67 160,000.00 6.875 Owner Occupied Rate Refi 200,000.00 356 20061201 0.375 0.030 6.470 Express Verified Assets 2.25 LIBOR 12 XXXXXXXXXX XX 00000 360 417,000.00 7.000 20060801 SFR 2,432.50 417,000.00 7.000 Owner Occupied CashOut Refi 571,233.00 355 20061201 0.375 0.030 6.595 Express No Doc 36 S 3.5 LIBOR 6 XXXXXX XXXXXX XX 00000 360 356,000.00 6.625 20060901 SFR 1,965.42 355,700.00 6.625 Owner Occupied Purchase 445,000.00 356 20061201 0.375 0.030 6.220 Express Verified Assets 00 X 0.0 XXXXX 0 XXXXXXXXXX XX 00000 360 152,000.00 7.000 20060901 CONDO 886.67 151,937.82 7.000 Owner Occupied Purchase 190,000.00 356 20061201 0.375 0.030 6.595 Express Verified Assets 00 X 0.0 XXXXX 0 XXX XXXXX XX 00000 360 405,920.00 6.625 20060801 HI-RISE 2,241.02 405,920.00 6.625 Owner Occupied Purchase 507,400.00 355 20061201 0.375 0.030 6.220 Express Verified Assets 00 X 0.0 XXXXX 0 XXX XXXX XX 00000 360 650,000.00 7.250 20060901 SFR 3,927.08 649,999.80 7.250 Investment CashOut Refi 1,181,818.00 356 20061201 0.375 0.030 6.845 Full 2.25 LIBOR 12 XXXXXXX XX 00000 360 177,600.00 6.750 20060901 D-PUDS 999 177,600.00 6.750 Owner Occupied CashOut Refi 222,000.00 356 20061201 0.375 0.030 6.345 Stated 2.25 LIBOR 00 XX XXXXXXXXX XX 00000 360 315,000.00 7.000 20060901 SFR 1,837.50 315,000.00 7.000 Owner Occupied CashOut Refi 450,000.00 356 20061201 0.375 0.030 6.595 Stated 00 X 0.00 XXXXX 0 XXXXXXXX XX 00000 360 170,000.00 6.625 20060901 SFR 938.54 170,000.00 6.625 Owner Occupied Rate Refi 283,333.00 356 20061201 0.375 0.030 6.220 Stated 36 S 2.25 LIBOR 6 XXX XXXX XX 00000 360 308,000.00 6.875 20060901 SFR 1,764.58 308,000.00 6.875 Owner Occupied Rate Refi 385,000.00 356 20061201 0.375 0.030 6.470 Stated 00 X 0.00 XXXXX 00 XXXXXXX XX 00000 360 263,650.00 7.250 20060901 SFR 1,798.56 262,819.81 7.250 Owner Occupied Rate Refi 330,000.00 356 20061201 0.375 0.030 6.845 SISA 2.25 LIBOR 12 XXXXXXXX XX 00000 360 173,600.00 7.000 20061001 SFR 1,012.67 173,600.00 7.000 Owner Occupied Rate Refi 217,000.00 357 20061201 0.375 0.030 6.595 Express Verified Assets 2.25 LIBOR 0 XXXXXX XXX XXXXXXX XX 00000 360 170,000.00 6.500 20060901 2-FAMILY 920.83 170,000.00 6.500 Investment CashOut Refi 361,702.00 356 20061201 0.375 0.030 6.095 Stated 2.25 LIBOR 12 XXXXXX XX 00000 360 300,000.00 6.750 20060901 D-PUDS 1,687.50 300,000.00 6.750 Owner Occupied Purchase 789,474.00 356 20061201 0.375 0.030 6.345 Express No Doc 36 S 2.25 LIBOR 6 XXXXXXXXXXXX XX 00000 360 315,744.00 6.750 20060901 D-PUDS 1,776.06 315,744.00 6.750 Owner Occupied Purchase 394,680.00 356 20061201 0.375 0.030 6.345 SISA 00 X 0.00 XXXXX 0 XXXXXXX XX 00000 360 209,520.00 6.625 20061001 CONDO 1,156.73 209,520.00 6.625 Owner Occupied Purchase 261,900.00 357 20061201 0.375 0.030 6.220 Full 2.25 LIBOR 12 XXXXXXXXXX XX 00000 360 468,000.00 7.250 20061001 D-PUDS 2,827.50 468,000.00 7.250 Investment Purchase 806,897.00 357 20061201 0.375 0.030 6.845 Stated 2.25 LIBOR 00 XXXXXX XXXX XX 00000 360 89,200.00 7.375 20061001 CONDO 616.08 88,995.13 7.375 Owner Occupied Purchase 111,500.00 357 20061201 0.375 0.030 6.970 Full 2.25 LIBOR 12 XXXX XX 00000 360 217,200.00 7.625 20061001 D-PUDS 1,537.33 216,725.39 7.625 Owner Occupied Purchase 271,500.00 357 20061201 0.375 0.030 7.220 Stated 2.25 LIBOR 12 XXXXXXXX XX 00000 360 417,000.00 6.375 20061001 D-PUDS 2,215.31 416,830.17 6.375 Owner Occupied Rate Refi 548,684.00 357 20061201 0.375 0.030 5.970 Stated 36 S 3.25 LIBOR 00 XXXX XXXXXX XXXXXXXX XX 0000 360 292,000.00 7.500 20060901 SFR 1,825.00 292,000.00 7.500 Owner Occupied Purchase 324,444.00 356 20061201 0.375 0.030 7.095 RADIAN - BORROWER PAID 25 Stated 2.25 LIBOR 6 XXXXXXXXXXXXXX XX 00000 360 158,400.00 6.500 20061001 SFR 858 158,400.00 6.500 Owner Occupied Purchase 198,000.00 357 20061201 0.375 0.030 6.095 Stated 2.25 LIBOR 0 XXXXX XXXXXXXXX XXXX XX 00000 360 500,000.00 6.750 20061001 SFR 3,242.99 498,701.25 6.750 Owner Occupied CashOut Refi 684,932.00 357 20061201 0.375 0.030 6.345 Stated 00 X 0.00 XXXXX 00 XXXXXX XX 00000 360 468,000.00 7.000 20061001 SFR 2,730.00 468,000.00 7.000 Owner Occupied Purchase 585,000.00 357 20061201 0.375 0.030 6.595 Stated 2.25 LIBOR 12 XXXXXXXX XX 00000 360 176,400.00 7.500 20061001 CONDO 1,233.41 176,004.81 7.500 Investment Purchase 252,000.00 357 20061201 0.375 0.030 7.095 Stated 2.25 LIBOR 12 XXXXXXXXXX XX 00000 360 202,720.00 7.000 20061001 D-PUDS 1,182.53 202,720.00 7.000 Owner Occupied Purchase 253,400.00 357 20061201 0.375 0.030 6.595 Express Verified Assets 2.25 LIBOR 12 XXXXXX XX 00000 360 240,000.00 6.875 20060901 D-PUDS 1,375.00 240,000.00 6.875 Owner Occupied Rate Refi 303,797.00 356 20061201 0.375 0.030 6.470 Stated 2.25 LIBOR 00 XX XXXXX XXXXX XX 00000 360 212,000.00 7.000 20061001 SFR 1,236.67 211,967.05 7.000 Owner Occupied Rate Refi 265,000.00 357 20061201 0.375 0.030 6.595 Full 2.25 LIBOR 12 XXXXXXX XX 00000 360 396,091.00 6.875 20061001 SFR 2,269.27 395,091.00 6.875 Owner Occupied Purchase 495,114.00 357 20061201 0.375 0.030 6.470 Stated 2.25 LIBOR 12 XXXXXX XX 00000 360 341,250.00 7.375 20061001 SFR 2,097.27 341,250.00 7.375 Owner Occupied CashOut Refi 525,000.00 357 20061201 0.375 0.030 6.970 Express No Doc 2.25 LIBOR 12 XXXXXXXX XX 00000 360 188,800.00 6.875 20061001 SFR 1,240.28 188,321.43 6.875 Owner Occupied Purchase 236,000.00 357 20061201 0.375 0.030 6.470 Stated 2.25 LIBOR 12 XXXXXXXXXXXX XX 00000 360 207,920.00 7.375 20061001 CONDO 1,277.84 207,907.64 7.375 Owner Occupied Purchase 259,900.00 357 20061201 0.375 0.030 6.970 Express Verified Assets 2.25 LIBOR 12 XXXXX XXXXXXXX XX 00000 360 152,750.00 6.750 20061001 D-PUDS 859.22 152,750.00 6.750 Investment Purchase 235,000.00 357 20061201 0.375 0.030 6.345 Express No Doc 2.25 LIBOR 12 XXXXXXXXXXX XX 00000 360 203,700.00 6.875 20061001 2-FAMILY 1,167.03 203,699.03 6.875 Investment Rate Refi 291,000.00 357 20061201 0.375 0.030 6.470 Stated 2.25 LIBOR 12 XXXXXX XX 00000 360 125,600.00 7.375 20061001 SFR 771.92 125,600.00 7.375 Owner Occupied CashOut Refi 157,000.00 357 20061201 0.375 0.030 6.970 Express Verified Assets 2.25 LIBOR 6 XXX XXXXXXX XX 00000 360 320,000.00 7.000 20061001 SFR 1,866.67 320,000.00 7.000 Owner Occupied Purchase 400,000.00 357 20061201 0.375 0.030 6.595 Stated 2.25 LIBOR 0 XXXXXXX XXXXXX XX 00000 360 380,000.00 6.625 20061001 SFR 2,097.92 380,000.00 6.625 Owner Occupied CashOut Refi 475,000.00 357 20061201 0.375 0.030 6.220 Stated 2.25 LIBOR 6 XXXXXXXXX XX 00000 360 176,800.00 7.000 20061001 SFR 1,031.33 176,800.00 7.000 Owner Occupied Purchase 221,000.00 357 20061201 0.375 0.030 6.595 Full 2.25 LIBOR 6 XXXXXXXXX XX 00000 360 180,000.00 6.875 20061001 D-PUDS 1,031.25 180,000.00 6.875 Owner Occupied Purchase 225,000.00 357 20061201 0.375 0.030 6.470 Express Verified Assets 00 X 0.00 XXXXX 0 XXXXXXX XX 00000 360 331,600.00 7.375 20061001 SFR 2,037.96 331,600.00 7.375 Owner Occupied Purchase 414,500.00 357 20061201 0.375 0.030 6.970 Stated 2.25 LIBOR 12 XXXXXXXX XX 00000 360 244,000.00 6.875 20061001 SFR 1,397.92 244,000.00 6.875 Investment CashOut Refi 348,571.00 357 20061201 0.375 0.030 6.470 Express Verified Assets 00 X 0.00 XXXXX 0 XXXXXX XX 00000 360 156,000.00 6.750 20061001 SFR 877.5 156,000.00 6.750 Owner Occupied Purchase 195,000.00 357 20061201 0.375 0.030 6.345 Full 00 X 0.00 XXXXX 00 XXXXXXXXXX XX 00000 360 152,000.00 7.000 20061001 TOWNHOUSE 886.67 151,998.58 7.000 Owner Occupied Purchase 190,000.00 357 20061201 0.375 0.030 6.595 Full 2.25 LIBOR 12 XXXXX XXXXX XX 00000 360 176,000.00 7.375 20061001 D-PUDS 1,081.67 175,973.92 7.375 Owner Occupied Purchase 220,000.00 357 20061201 0.375 0.030 6.970 Stated 2.25 LIBOR 12 XXXXXXX XX 00000 360 190,000.00 6.750 20061001 D-PUDS 1,068.75 190,000.00 6.750 Investment CashOut Refi 380,000.00 357 20061201 0.375 0.030 6.345 Stated 00 X 0.00 XXXXX 00 XXXXX XXXXX XX 00000 360 285,000.00 6.625 20061001 CONDO 1,573.44 285,000.00 6.625 Owner Occupied CashOut Refi 445,313.00 357 20061201 0.375 0.030 6.220 SISA 2.25 LIBOR 12 XXXXXXX XX 00000 360 266,000.00 6.875 20061001 SFR 1,523.96 266,000.00 6.875 Owner Occupied Purchase 332,500.00 357 20061201 0.375 0.030 6.470 Full 3 LIBOR 6 XXXXXX XX 00000 360 252,000.00 7.375 20061001 SFR 1,548.75 252,000.00 7.375 Investment Purchase 315,000.00 357 20061201 0.375 0.030 6.970 Full 2.25 LIBOR 12 XXXXX XX 00000 360 380,000.00 6.750 20061001 SFR 2,137.50 380,000.00 6.750 Owner Occupied Rate Refi 475,000.00 357 20061201 0.375 0.030 6.345 Stated 00 X 0.00 XXXXX 00 XXXXXX XX 00000 360 336,000.00 6.500 20061001 SFR 1,820.00 336,000.00 6.500 Owner Occupied Purchase 420,000.00 357 20061201 0.375 0.030 6.095 Express Verified Assets 00 X 0.00 XXXXX 00 XXXXXX XXXXXXX XX 00000 360 252,000.00 6.875 20061001 SFR 1,443.75 252,000.00 6.875 Owner Occupied Purchase 315,000.00 357 20061201 0.375 0.030 6.470 Stated 00 X 0.00 XXXXX 00 XXXXXX XX 00000 360 673,375.00 6.875 20061001 SFR 3,857.88 673,375.00 6.875 Owner Occupied CashOut Refi 1,496,389.00 357 20061201 0.375 0.030 6.470 Express No Xxx 0.00 XXXXX 00 XXXXXX XX 00000 360 400,000.00 6.625 20061001 SFR 2,208.33 400,000.00 6.625 Owner Occupied CashOut Refi 579,710.00 357 20061201 0.375 0.030 6.220 Express No Doc 2.25 LIBOR 12 XXXXXXXX XX 00000 360 155,520.00 6.875 20061001 SFR 891 155,520.00 6.875 Owner Occupied Purchase 194,400.00 357 20061201 0.375 0.030 6.470 Full 2.25 LIBOR 12 XXXXXX XX 00000 360 132,000.00 6.750 20061001 PUD 742.5 132,000.00 6.750 Owner Occupied CashOut Refi 165,000.00 357 20061201 0.375 0.030 6.345 Full 2.25 LIBOR 12 XXXXXXX XX 00000 360 175,900.00 6.750 20061001 SFR 989.44 175,900.00 6.750 Owner Occupied Purchase 219,875.00 357 20061201 0.375 0.030 6.345 Full 0 X 0.00 XXXXX 00 XXXXXXXX XX 00000 360 222,800.00 6.875 20061001 D-PUDS 1,276.46 222,800.00 6.875 Owner Occupied Rate Refi 278,500.00 357 20061201 0.375 0.030 6.470 Full 2.25 LIBOR 6 XXXXXXX XXXXXX XX 00000 360 154,950.00 7.375 20061001 SFR 952.3 154,950.00 7.375 Owner Occupied Purchase 193,688.00 357 20061201 0.375 0.030 6.970 Express Verified Assets 2.25 LIBOR 6 TROY NH 3465 360 145,900.00 6.750 20061001 SFR 820.69 145,900.00 6.750 Owner Occupied Purchase 270,185.00 357 20061201 0.375 0.030 6.345 Express Verified Assets 2.25 LIBOR 6 XXXXXXX XX 00000 360 147,750.00 7.250 20061001 SFR 892.66 147,750.00 7.250 Investment Purchase 197,000.00 357 20061201 0.375 0.030 6.845 Stated 00 X 0.00 XXXXX 0 XXXXXXXX XXXXXXXX XX 00000 360 417,000.00 6.990 20061001 SFR 2,429.03 417,000.00 6.990 Owner Occupied Purchase 530,000.00 357 20061201 0.375 0.030 6.585 Stated 2.25 LIBOR 6 XXXXXX XX 00000 360 136,000.00 6.750 20061001 SFR 765 136,000.00 6.750 Owner Occupied Rate Refi 170,000.00 357 20061201 0.375 0.030 6.345 Express Verified Assets 2.25 LIBOR 12 XXXX XX 00000 360 258,750.00 7.125 20061001 SFR 1,536.33 258,750.00 7.125 Investment CashOut Refi 345,000.00 357 20061201 0.375 0.030 6.720 Stated 2.25 LIBOR 12 XXXXX XX 00000 360 183,100.00 6.750 20061001 D-PUDS 1,187.58 182,624.39 6.750 Owner Occupied Purchase 228,875.00 357 20061201 0.375 0.030 6.345 Full 2.25 LIBOR 6 XXXXXXXXXX XX 00000 360 182,700.00 6.500 20061001 PUD 989.63 182,700.00 6.500 Owner Occupied CashOut Refi 261,000.00 357 20061201 0.375 0.030 6.095 Express No Doc 2.25 LIBOR 12 XXXXXXXXXX XX 00000 360 320,900.00 6.625 20060901 CONDO 1,771.64 320,900.00 6.625 Owner Occupied Purchase 471,912.00 356 20061201 0.375 0.030 6.220 Full 2.25 LIBOR 00 XXXXXXXXXX XX 00000 360 152,000.00 6.625 20061001 SFR 839.17 151,978.28 6.625 Owner Occupied Rate Refi 190,000.00 357 20061201 0.375 0.030 6.220 Full 2.25 LIBOR 12 XXXXXXXX XXXX XX 00000 360 377,000.00 6.500 20061001 SFR 2,042.08 376,800.00 6.500 Owner Occupied CashOut Refi 554,412.00 357 20061201 0.375 0.030 6.095 Express No Doc 2.25 LIBOR 12 XXXXXX XX 00000 360 390,000.00 6.500 20061001 SFR 2,112.50 389,850.00 6.500 Owner Occupied CashOut Refi 780,000.00 357 20061201 0.375 0.030 6.095 Stated 00 X 0.00 XXXXX 00 XXXXXXXXX XX 00000 360 140,400.00 7.250 20061001 SFR 848.25 140,400.00 7.250 Owner Occupied Purchase 175,500.00 357 20061201 0.375 0.030 6.845 Full 2.25 LIBOR 12 XXXXXXX XX 00000 360 292,000.00 6.625 20061001 SFR 1,612.08 292,000.00 6.625 Owner Occupied Purchase 365,000.00 357 20061201 0.375 0.030 6.220 Full 2.25 LIBOR 12 XXXXXXX XX 00000 360 361,600.00 7.750 20061001 D-PUDS 2,335.33 361,600.00 7.750 Owner Occupied Purchase 452,000.00 357 20061201 0.375 0.030 7.345 Stated 2.25 LIBOR 12 XXXX XX 00000 360 134,400.00 6.875 20061101 SFR 882.91 134,173.53 6.875 Owner Occupied Purchase 168,000.00 358 20061201 0.375 0.030 6.470 Express Verified Assets 2.25 LIBOR 00 XXXXX XXXXXX XX 0000 360 385,000.00 7.000 20061001 CONDO 2,245.83 385,000.00 7.000 Owner Occupied CashOut Refi 550,000.00 357 20061201 0.375 0.030 6.595 Stated 2.25 LIBOR 12 XXXXXXXXXXX XX 00000 360 179,584.00 6.750 20061001 D-PUDS 1,164.78 179,117.53 6.750 Owner Occupied Purchase 224,480.00 357 20061201 0.375 0.030 6.345 Stated 2.25 LIBOR 12 XXXXXXXXXX XX 00000 360 103,600.00 7.250 20061101 SFR 625.92 103,600.00 7.250 Owner Occupied Purchase 129,500.00 358 20061201 0.375 0.030 6.845 Stated 2.25 LIBOR 12 XXXXXXXX XX 00000 360 107,500.00 6.750 20061101 SFR 697.24 107,314.38 6.750 Owner Occupied CashOut Refi 383,929.00 358 20061201 0.375 0.030 6.345 Express No Doc 2.25 LIBOR 12 XXXXXXXXX XX 00000 360 180,000.00 6.750 20061001 2-FAMILY 1,012.50 180,000.00 6.750 Investment Purchase 225,000.00 357 20061201 0.375 0.030 6.345 Full 00 X 0.00 XXXXX 00 XX XXXXXX XX 00000 360 460,000.00 7.000 20061101 SFR 2,683.33 459,998.33 7.000 Owner Occupied Purchase 575,000.00 358 20061201 0.375 0.030 6.595 Full 2.25 LIBOR 12 XXXXX XXXXX XX 00000 360 228,225.00 7.125 20061001 D-PUDS 1,355.09 228,225.00 7.125 Owner Occupied Purchase 285,281.00 357 20061201 0.375 0.030 6.720 Stated 2.25 LIBOR 12 XXXXXXXXXX XX 00000 360 975,000.00 7.125 20061101 D-PUDS 5,789.06 975,000.00 7.125 Owner Occupied CashOut Refi 1,300,000.00 358 20061201 0.375 0.030 6.720 Stated 2.25 LIBOR 12 XXXXXXXXX XX 00000 360 468,000.00 6.875 20061101 D-PUDS 2,681.25 468,000.00 6.875 Owner Occupied Rate Refi 585,000.00 358 20061201 0.375 0.030 6.470 Stated 2.25 LIBOR 12 XXXXXXXXXX XX 00000 360 618,750.00 7.375 20061101 SFR 3,802.73 618,750.00 7.375 Owner Occupied Rate Refi 825,000.00 358 20061201 0.375 0.030 6.970 Express Verified Assets 2.25 LIBOR 12 XXXXXXXXX XX 00000 360 80,000.00 6.750 20061101 SFR 518.88 79,861.85 6.750 Owner Occupied CashOut Refi 296,296.00 358 20061201 0.375 0.030 6.345 Xxxxxxx Xx Xxx 00 X 0.00 XXXXX 12 XXXXXXX XX 00000 360 372,000.00 6.750 20061101 SFR 2,092.50 371,900.00 6.750 Owner Occupied Purchase 465,000.00 358 20061201 0.375 0.030 6.345 Stated 2.25 LIBOR 12 XXXXXXX XX 00000 360 164,000.00 6.875 20061101 SFR 939.58 164,000.00 6.875 Owner Occupied Purchase 205,000.00 358 20061201 0.375 0.030 6.470 Stated 00 X 0.00 XXXXX 00 XXX XXXXXXXXXX XX 00000 360 308,000.00 6.875 20060901 SFR 1,764.58 308,000.00 6.875 Investment CashOut Refi 385,000.00 356 20061201 0.375 0.030 6.470 Full 3.25 LIBOR 6 XXXXXXXXXX XX 00000 360 217,748.00 6.875 20060901 SFR 1,247.51 217,748.00 6.875 Investment Purchase 272,185.00 356 20061201 0.375 0.030 6.470 Stated 2.25 LIBOR 12 XXXXXX XX 00000 360 164,800.00 6.999 20060901 CONDO 961.2 164,800.00 6.999 Owner Occupied Purchase 206,000.00 356 20061201 0.375 0.030 6.594 Stated 2.25 LIBOR 12 XXXXXXXXXX XX 00000 360 379,900.00 7.125 20061001 CONDO 2,255.66 379,900.00 7.125 Investment Purchase 474,875.00 357 20061201 0.375 0.030 6.720 Full 2.25 LIBOR 6 XXXX XXXX XXXX XX 00000 360 95,900.00 7.250 20061001 CONDO 579.4 95,880.00 7.250 Owner Occupied Purchase 119,875.00 357 20061201 0.375 0.030 6.845 Stated 2.25 LIBOR 12 XXXXXXXX XX 00000 360 199,500.00 7.250 20061001 2-FAMILY 1,205.31 199,500.00 7.250 Investment Purchase 285,000.00 357 20061201 0.375 0.030 6.845 Stated 2.25 LIBOR 12 XXXXXXXX XX 00000 360 236,000.00 7.375 20061001 CONDO 1,450.42 236,000.00 7.375 Owner Occupied Purchase 295,000.00 357 20061201 0.375 0.030 6.970 Stated 2.25 LIBOR 12 XXXXXXX XX 00000 360 209,250.00 7.125 20061001 CONDO 1,242.42 209,250.00 7.125 Investment Purchase 279,000.00 357 20061201 0.375 0.030 6.720 Full 2.25 LIBOR 12 XXXXX XXX XX 00000 360 103,200.00 6.750 20061001 2-FAMILY 669.35 102,931.95 6.750 Owner Occupied Purchase 129,000.00 357 20061201 0.375 0.030 6.345 Full 2.25 LIBOR 00 XXXX XX XXXXX XX 00000 360 276,000.00 6.875 20060901 SFR 1,581.25 276,000.00 6.875 Owner Occupied Purchase 345,000.00 356 20061201 0.375 0.030 6.470 Stated 2.25 LIBOR 6 NETHER XXXXXXXXXX XX XX 00000 360 288,000.00 7.500 20060901 SFR 1,800.00 288,000.00 7.500 Owner Occupied Purchase 360,000.00 356 20061201 0.375 0.030 7.095 Stated 2.25 LIBOR 0 XXXXX XXXXXXXX XX 0000 360 123,200.00 8.000 20061001 CONDO 821.33 123,200.00 8.000 Owner Occupied Purchase 154,000.00 357 20061201 0.375 0.030 7.595 Stated 2.25 LIBOR 6 XXXXXXXX XXXX XX 0000 360 336,000.00 7.875 20060901 2-FAMILY 2,205.00 335,470.83 7.875 Owner Occupied Purchase 420,000.00 356 20061201 0.375 0.030 7.470 Stated 2.25 LIBOR 6 XXXXXXXXXX XX 00000 360 384,800.00 7.625 20060901 D-PUDS 2,445.08 384,799.98 7.625 Owner Occupied Purchase 481,000.00 356 20061201 0.375 0.030 7.220 Express Verified Assets 2.25 LIBOR 6 XXXXXX XX 00000 360 240,000.00 7.750 20061001 SFR 1,719.39 239,488.55 7.750 Owner Occupied Purchase 300,000.00 357 20061201 0.375 0.030 7.345 Express Verified Assets 2.25 LIBOR 6 XXXXXXXXXXX XX 00000 360 352,000.00 7.500 20060901 D-PUDS 2,200.00 352,000.00 7.500 Owner Occupied Purchase 440,000.00 356 20061201 0.375 0.030 7.095 SISA 2.25 LIBOR 0 XXXX XXXXXXXX XXXXXX XX 0000 360 404,000.00 7.500 20060901 SFR 2,525.00 404,000.00 7.500 Owner Occupied Purchase 505,000.00 356 20061201 0.375 0.030 7.095 Stated 2.25 LIBOR 6 XXXXXXXXX XX 00000 360 218,400.00 7.125 20060901 D-PUDS 1,296.75 218,326.62 7.125 Owner Occupied Purchase 273,000.00 356 20061201 0.375 0.030 6.720 Express Verified Assets 2.25 LIBOR 6 XXXXXXXXX XXXXXXXX XX 0000 360 388,000.00 7.875 20061001 SFR 2,546.25 387,999.26 7.875 Owner Occupied Purchase 485,000.00 357 20061201 0.375 0.030 7.470 Express Verified Assets 2.25 LIBOR 6 XXXXXXXXXX XXXX XX 0000 360 91,600.00 9.440 20060901 SFR 766.18 91,351.66 9.440 Owner Occupied Purchase 130,000.00 356 20061201 0.375 0.030 9.035 SISA 2.25 LIBOR 0 XXXXX XXXXXXX XXXXXX XX 00000 360 164,000.00 7.250 20060901 SFR 1,118.77 163,482.14 7.250 Owner Occupied Purchase 205,000.00 356 20061201 0.375 0.030 6.845 Stated 2.25 LIBOR 6 XXXXXXXX XX 00000 360 743,250.00 7.125 20060901 HI-RISE 4,413.05 743,250.00 7.125 Owner Occupied Purchase 991,000.00 356 20061201 0.375 0.030 6.720 Stated 2.25 LIBOR 6 XXXXXXXXXX XX 00000 360 178,400.00 6.875 20061001 SFR 1,022.08 178,322.58 6.875 Owner Occupied Rate Refi 198,222.00 357 20061201 0.375 0.030 6.470 MGIC 25 Full 2.25 LIBOR 6 XXXXX XXXXXX XX 00000 360 291,600.00 6.875 20061001 SFR 1,670.63 291,600.00 6.875 Owner Occupied Purchase 324,000.00 357 20061201 0.375 0.030 6.470 MGIC 25 Express Verified Assets 2.25 LIBOR 12 XXXXXXXXX XXXXXXX XX 00000 360 93,100.00 8.125 20061001 CONDO 630.36 93,100.00 8.125 Owner Occupied Purchase 98,000.00 357 20061201 0.375 0.030 7.720 MGIC 30 Express No Doc 2.25 LIBOR 12 XXXXXX XX 00000 360 182,148.00 7.625 20061001 D-PUDS 1,157.40 182,148.00 7.625 Owner Occupied Purchase 191,735.00 357 20061201 0.375 0.030 7.220 MGIC 30 Express No Doc 2.25 LIBOR 12 XXXXXXXX XX 00000 360 205,641.00 7.625 20061001 SFR 1,306.68 205,641.00 7.625 Investment Purchase 228,490.00 357 20061201 0.375 0.030 7.220 MGIC 25 Stated 2.25 LIBOR 12 XXXXXXXX XX 00000 360 141,550.00 8.000 20061001 D-PUDS 1,038.64 141,263.18 8.000 Owner Occupied Purchase 149,000.00 357 20061201 0.375 0.030 7.595 MGIC 30 Express No Doc 2.25 LIBOR 12 XXXXXXX XXXX XX 00000 360 176,850.00 7.125 20061001 SFR 1,050.05 176,850.00 7.125 Investment Purchase 196,500.00 357 20061201 0.375 0.030 6.720 MGIC 25 Full 2.25 LIBOR 12 XXXXXXXXXX XX 00000 360 263,250.00 7.625 20061101 SFR 1,672.73 263,250.00 7.625 Owner Occupied CashOut Refi 292,500.00 358 20061201 0.375 0.030 7.220 MGIC 25 Stated 2.25 LIBOR 12 XXXXXX XX 00000 360 153,611.00 7.125 20061101 CONDO 1,034.91 153,364.59 7.125 Owner Occupied Purchase 161,696.00 358 20061201 0.375 0.030 6.720 MGIC 30 Express No Doc 2.25 LIBOR 12 XXXXXXXXXX XXXXX XX 00000 360 96,300.00 7.500 20060901 CONDO 673.34 96,011.46 7.500 Owner Occupied Purchase 109,432.00 356 20061201 0.375 0.030 7.095 MGIC 25 Stated 2.25 LIBOR 6 XXXXXX XX 0000 360 300,000.00 6.500 20061001 SFR 1,625.00 300,000.00 6.500 Owner Occupied CashOut Refi 415,000.00 357 20061201 0.250 0.030 6.220 Express Verified Assets 00 X XXXXX XXXXX XXXXXXXX XX 00000 360 447,960.00 6.625 20061001 PUD 2,868.34 446,767.76 6.625 Owner Occupied Purchase 560,000.00 357 20061201 0.250 0.030 6.345 Express Verified Assets 12 S FIXED XXXXXXXXXX XX 00000 360 389,000.00 6.625 20061001 SFR 2,312.16 388,313.68 6.625 Owner Occupied CashOut Refi 725,000.00 357 20061201 0.250 0.030 6.345 Express Verified Assets 12 S FIXED XXXXXXXXX XX 00000 360 436,000.00 6.500 20061101 SFR 2,755.82 435,209.56 6.500 Owner Occupied Purchase 545,000.00 358 20061201 0.250 0.030 6.220 Express Verified Assets FIXED XXXXXX XXXX XX 00000 360 306,500.00 6.500 20061101 SFR 1,794.43 306,218.11 6.500 Investment Rate Refi 530,000.00 358 20061201 0.250 0.030 6.220 Express Verified Assets 36 12H/24S FIXED XXXXXXXXX XXXXXXX XX 00000 180 75,000.00 12.500 20061101 SFR 800.44 74,961.41 12.500 Owner Occupied Purchase 500,000.00 178 20061201 0.500 0.030 11.970 Express No Doc Verified Assets 0 FIXED XXXXX XXXXX XX 00000 360 147,000.00 6.875 20061201 SFR 965.69 146,876.50 6.875 Owner Occupied CashOut Refi 210,000.00 359 20061201 0.250 0.030 6.595 Full FIXED XX XXXXX XX 00000 360 175,000.00 7.500 20061201 SFR 1,093.75 175,000.00 7.500 2nd Home Purchase 299,000.00 359 20061201 0.375 0.030 7.095 Stated 2.5 LIBOR 6 XXXX XXXXXX XX 00000 180 114,400.00 10.450 20061101 SFR 1,042.19 114,307.68 10.450 Owner Occupied Rate Refi 572,000.00 178 20061201 0.500 0.030 9.920 Stated 36 H 0 FIXED XXXXXXXX XX 00000 360 183,350.00 6.990 20061201 SFR 1,068.01 183,350.00 6.990 Owner Occupied CashOut Refi 262,000.00 359 20061201 0.375 0.030 6.585 Stated 24 H 3 LIBOR 6 XXXXXXXX XX 00000 360 103,250.00 11.375 20061101 SFR 1,012.64 103,181.84 11.375 Investment Purchase 155,000.00 358 20061201 0.250 0.030 11.095 Stated 36 H FIXED XXXXXXXX XX 00000 180 25,000.00 13.475 20061101 TOWNHOUSE 285.87 24,989.36 13.475 Investment Purchase 155,000.00 178 20061201 0.500 0.030 12.945 Stated 36 H 0 FIXED XXXXXXX XX 00000 360 497,000.00 7.250 20061101 D-PUDS 3,002.71 497,000.00 7.250 Investment Purchase 725,000.00 358 20061201 0.375 0.030 6.845 Stated 00 X 0 XXXXX 0 XXXXXXX XX 00000 360 95,500.00 6.875 20061201 SFR 627.37 95,419.77 6.875 Owner Occupied CashOut Refi 280,000.00 359 20061201 0.250 0.030 6.595 Stated FIXED XXXXXX XXXX XX 00000 360 440,000.00 7.875 20061101 4-FAMILY 3,190.31 439,050.87 7.875 Investment Purchase 550,000.00 358 20061201 0.250 0.030 7.595 Full FIXED XXXXXX XXXXXXXX XX 00000 360 170,000.00 7.125 20061101 SFR 1,145.32 169,370.52 7.125 Owner Occupied CashOut Refi 325,000.00 358 20061201 0.250 0.030 6.845 Express No Doc FIXED XXXXXXXXX XX 0000 360 204,800.00 8.000 20061001 CONDO 1,502.75 204,385.00 8.000 Owner Occupied Purchase 257,000.00 357 20061201 0.250 0.030 7.720 Express Verified Assets FIXED XXXXXX XX 00000 360 400,000.00 9.250 20061101 4-FAMILY 3,290.70 399,583.66 9.250 Investment CashOut Refi 500,000.00 358 20061201 0.250 0.030 8.970 SISA FIXED XXXXXXXXX XX 00000 360 192,000.00 7.125 20061101 SFR 1,140.00 191,999.82 7.125 Owner Occupied CashOut Refi 240,000.00 358 20061201 0.250 0.030 6.845 Stated FIXED XXXXXX XXXXX XX 00000 360 300,000.00 6.500 20061101 SFR 1,625.00 300,000.00 6.500 Owner Occupied CashOut Refi 630,000.00 358 20061201 0.375 0.030 6.095 SISA 00 X 0 XXXXX 0 XXXXXX XX 00000 360 248,000.00 5.750 20060801 PUD 1,321.56 245,615.60 5.750 Owner Occupied Rate Refi 440,000.00 355 20061201 0.375 0.030 5.345 Full 00 X 0.00 XXXXX 00 XXXXXXXXX XX 00000 360 368,000.00 7.000 20060901 SFR 2,146.67 368,000.00 7.000 Owner Occupied Rate Refi 480,000.00 356 20061201 0.375 0.030 6.595 Stated 2.25 LIBOR 6 XXXXX XXXXX XX 00000 360 228,000.00 6.625 20061001 SFR 1,258.75 228,000.00 6.625 Owner Occupied CashOut Refi 498,500.00 357 20061201 0.375 0.030 6.220 SISA 00 X 0.00 XXXXX 00 XXXXXXXXXX XX 00000 360 80,000.00 7.500 20060901 SFR 559.37 79,760.25 7.500 Investment CashOut Refi 100,000.00 356 20061201 0.375 0.030 7.095 SISA 12 S 2.25 LIBOR 6 XXXXX XXX XX 00000 360 319,920.00 6.500 20060801 CONDO 1,732.90 319,920.00 6.500 Owner Occupied Purchase 399,900.00 355 20061201 0.375 0.030 6.095 SISA 2.25 LIBOR 12 XXXXXXX XX 00000 360 415,000.00 6.500 20060801 PUD 2,247.92 414,999.98 6.500 Owner Occupied CashOut Refi 810,000.00 355 20061201 0.375 0.030 6.095 SISA 00 X 0.00 XXXXX 00 XXXXXX XXXXX XX 00000 360 162,838.00 6.875 20060601 SFR 866.29 151,207.08 6.875 Owner Occupied Rate Refi 204,000.00 353 20061201 0.375 0.030 6.470 SISA 2.25 LIBOR 12 XXXXXXXXXX XX 00000 360 685,000.00 6.500 20060901 PUD 3,710.42 684,900.00 6.500 Owner Occupied CashOut Refi 900,000.00 356 20061201 0.375 0.030 6.095 Full 00 X 0.00 XXXXX 00 XXXXXXXX XX 00000 360 680,000.00 6.875 20060801 SFR 4,467.12 675,249.43 6.875 Owner Occupied Purchase 850,000.00 355 20061201 0.375 0.030 6.470 SISA 2.25 LIBOR 12 XXXX XXXXXXXXXX XX 00000 360 202,000.00 5.875 20060801 SFR 988.96 202,000.00 5.875 Owner Occupied CashOut Refi 425,000.00 355 20061201 0.375 0.030 5.470 Full 2.25 LIBOR 12 XXXXXXX XX 00000 360 328,000.00 6.375 20060901 CONDO 1,742.50 328,000.00 6.375 Owner Occupied Rate Refi 500,000.00 356 20061201 0.375 0.030 5.970 Stated 2.25 LIBOR 00 XXXXXX XX 00000 360 723,000.00 6.500 20061001 SFR 3,916.25 718,917.05 6.500 Owner Occupied Rate Refi 920,000.00 357 20061201 0.375 0.030 6.095 SISA 2.25 LIBOR 12 XXXXXX XX 00000 360 680,000.00 6.125 20061001 SFR 3,470.83 680,000.00 6.125 Owner Occupied Rate Refi 945,000.00 357 20061201 0.375 0.030 5.720 Full 2.25 LIBOR 12 XXXXX XX 00000 360 172,000.00 6.750 20060901 SFR 1,115.59 171,402.63 6.750 Owner Occupied Rate Refi 215,000.00 356 20061201 0.375 0.030 6.345 Full 00 X 0.000 XXXXX 0 XXXXXXX XX 00000 360 520,000.00 6.500 20060901 CONDO 3,286.75 518,104.34 6.500 Owner Occupied Purchase 680,000.00 356 20061201 0.375 0.030 6.095 SISA 2.25 LIBOR 12 XXX XXXXX XX 00000 360 448,000.00 7.250 20060901 SFR 2,706.67 447,998.83 7.250 Owner Occupied CashOut Refi 560,000.00 356 20061201 0.375 0.030 6.845 Express Verified Assets 36 S 3.5 LIBOR 6 XXXXXXXXXX XXXXX XX 00000 360 808,000.00 5.375 20060901 2-4FAMILY 3,619.17 807,997.74 5.375 Owner Occupied Purchase 1,010,000.00 356 20061201 0.375 0.030 4.970 Full 2.25 LIBOR 12 XXXXXXX XX 00000 360 270,000.00 6.250 20060801 SFR 1,406.25 270,000.00 6.250 Owner Occupied Purchase 365,000.00 355 20061201 0.375 0.030 5.845 SISA 2.25 LIBOR 12 XXXXX XX 00000 360 468,000.00 6.625 20060901 PUD 2,583.75 468,000.00 6.625 Owner Occupied CashOut Refi 735,000.00 356 20061201 0.375 0.030 6.220 Full 0 XXXXX 0 XXXXXXX XX 00000 360 524,000.00 7.125 20060901 PUD 3,111.25 524,000.00 7.125 Owner Occupied CashOut Refi 690,000.00 356 20061201 0.375 0.030 6.720 Full 2.25 LIBOR 12 XXXXXXXX XXXX XX 00000 360 417,000.00 6.000 20060801 SFR 2,085.00 416,791.53 6.000 Owner Occupied Rate Refi 530,000.00 355 20061201 0.375 0.030 5.595 SISA 2.25 LIBOR 12 XXXX XXXX XXXX XX 00000 360 700,000.00 6.375 20061001 SFR 3,718.75 700,000.00 6.375 Owner Occupied Purchase 885,000.00 357 20061201 0.375 0.030 5.970 SISA 2.25 LIBOR 12 XXXXX XXXXX XX 00000 360 560,000.00 7.375 20060901 SFR 3,441.67 560,000.00 7.375 Owner Occupied CashOut Refi 700,000.00 356 20061201 0.375 0.030 6.970 Full 2.25 LIBOR 12 XXXXXXX XX 00000 360 487,992.00 6.750 20060901 SFR 2,744.96 487,992.00 6.750 Owner Occupied Purchase 612,000.00 356 20061201 0.375 0.030 6.345 SISA 2.25 LIBOR 12 XXX XXXXXX XX 00000 360 457,500.00 6.500 20060901 CONDO 2,478.13 457,500.00 6.500 Owner Occupied Purchase 610,000.00 356 20061201 0.375 0.030 6.095 SISA 2.25 LIBOR 00 XXXXX XXXXX XX 00000 360 650,000.00 6.625 20061001 CONDO 3,588.54 650,000.00 6.625 Owner Occupied Purchase 814,500.00 357 20061201 0.375 0.030 6.220 SISA 12 S 2.25 LIBOR 12 XXXXXXXXX XX 00000 360 680,000.00 5.500 20060901 SFR 3,116.67 680,000.00 5.500 Owner Occupied Purchase 870,000.00 356 20061201 0.375 0.030 5.095 SISA 2.25 LIBOR 12 XXXX XXXX XXXX XX 00000 360 576,800.00 6.250 20061001 SFR 3,004.17 576,800.00 6.250 Owner Occupied Purchase 721,000.00 357 20061201 0.375 0.030 5.845 SISA 2.25 LIBOR 12 XXXXXXXX XX 00000 360 524,000.00 6.000 20061001 PUD 2,620.00 524,000.00 6.000 Owner Occupied Purchase 720,000.00 357 20061201 0.375 0.030 5.595 SISA 2.25 LIBOR 12 XXXX XXXXX XX 00000 360 307,000.00 6.500 20060901 SFR 1,662.92 306,947.84 6.500 Owner Occupied CashOut Refi 675,000.00 356 20061201 0.375 0.030 6.095 Stated 00 X 0.00 XXXXX 0 XXXXXX XXXXXX XX 00000 360 360,000.00 5.750 20060901 SFR 1,725.00 360,000.00 5.750 Owner Occupied Purchase 480,000.00 356 20061201 0.375 0.030 5.345 SISA 2.25 LIBOR 12 XXXXXXXXXXXXXX XX 00000 360 231,900.00 6.500 20060801 PUD 1,256.13 231,900.00 6.500 Owner Occupied Purchase 290,000.00 355 20061201 0.375 0.030 6.095 SISA 2.25 LIBOR 12 XXX XXXX XX 00000 360 479,089.00 6.750 20060901 CONDO 2,694.88 479,089.00 6.750 Owner Occupied Purchase 598,862.00 356 20061201 0.375 0.030 6.345 SISA 12 S 2.25 LIBOR 12 XXXXXXX XX 00000 360 131,600.00 7.500 20060901 CONDO 822.5 131,469.52 7.500 Owner Occupied Purchase 164,500.00 356 20061201 0.375 0.030 7.095 Stated 2.25 LIBOR 00 XXX XXXXX XX 00000 360 332,000.00 5.875 20060901 PUD 1,625.42 331,879.72 5.875 Owner Occupied Purchase 415,000.00 356 20061201 0.375 0.030 5.470 SISA 2.25 LIBOR 12 XXXXXXXXXXX XX 00000 360 1,031,250.00 6.250 20060601 PUD 5,371.09 1,031,250.00 6.250 Owner Occupied CashOut Refi 1,375,000.00 353 20061201 0.375 0.030 5.845 Full 2.25 LIBOR 12 XXXXXXX XX 00000 360 402,000.00 6.625 20060801 SFR 2,389.43 399,320.30 6.625 Owner Occupied CashOut Refi 675,000.00 355 20061201 0.375 0.030 6.220 Stated 2.25 LIBOR 12 XXXXXX XXXXXX XX 00000 360 417,000.00 6.250 20060901 PUD 2,171.87 416,999.99 6.250 Owner Occupied CashOut Refi 552,500.00 356 20061201 0.375 0.030 5.845 SISA 00 X 0.00 XXXXX 0 XXXXX XXXXXXXXX XX 00000 360 235,000.00 6.000 20060801 SFR 1,175.00 235,000.00 6.000 Owner Occupied CashOut Refi 660,000.00 355 20061201 0.375 0.030 5.595 SISA 2.25 LIBOR 12 XXXXXX XX 00000 360 524,000.00 6.375 20060901 CONDO 2,783.75 524,000.00 6.375 Owner Occupied Rate Refi 655,000.00 356 20061201 0.375 0.030 5.970 SISA 2.25 LIBOR 12 XXXX XXXXXX XX 00000 360 480,000.00 6.125 20060701 CONDO 2,450.00 478,737.51 6.125 Owner Occupied Purchase 600,000.00 354 20061201 0.375 0.030 5.720 SISA 2.25 LIBOR 12 XXXXXX XX 00000 360 110,400.00 6.500 20060901 SFR 598 110,400.00 6.500 Owner Occupied Rate Refi 138,000.00 356 20061201 0.375 0.030 6.095 Express No Doc 2.25 LIBOR 6 XXXXXX XXXXXX XX 00000 360 1,285,500.00 6.625 20061001 PUD 7,097.03 1,285,500.00 6.625 Owner Occupied CashOut Refi 1,714,000.00 357 20061201 0.375 0.030 6.220 Full 00 X 0.00 XXXXX 00 XXXXXXXXXX XX 00000 360 215,600.00 6.750 20060801 PUD 1,212.75 215,600.00 6.750 Owner Occupied Rate Refi 270,000.00 355 20070101 0.375 0.030 6.345 SISA 2.25 LIBOR 12 XXXXXXXXX XX 00000 360 385,000.00 5.875 20060801 PUD 1,884.90 384,905.65 5.875 Owner Occupied CashOut Refi 600,000.00 355 20061201 0.375 0.030 5.470 SISA 2.25 LIBOR 00 XXXXXX XXXXXX XX 00000 360 495,000.00 6.500 20061001 SFR 2,681.25 495,000.00 6.500 Owner Occupied CashOut Refi 705,000.00 357 20061201 0.375 0.030 6.095 Full 00 X 0.00 XXXXX 00 XXXXXX XX 00000 360 335,000.00 6.625 20060901 PUD 1,849.48 332,090.01 6.625 Owner Occupied Rate Refi 540,000.00 356 20061201 0.375 0.030 6.220 Stated 2.25 LIBOR 12 XXX XXXXX XX 00000 360 274,511.00 6.375 20060801 PUD 1,712.59 273,226.17 6.375 2nd Home Purchase 344,000.00 355 20061201 0.375 0.030 5.970 Full 2.75 CMT 12 XXXXX XX 00000 360 102,400.00 7.250 20060901 SFR 618.67 102,398.23 7.250 Owner Occupied Purchase 129,000.00 356 20061201 0.375 0.030 6.845 Full 2.75 LIBOR 6 XXXX XXXXX XX 00000 360 397,000.00 6.250 20061001 SFR 2,067.71 396,940.25 6.250 Owner Occupied Rate Refi 3,970,000.00 357 20061201 0.375 0.030 5.845 Full 00 X 0.00 XXXXX 00 XXXXXXX XXXXX XX 00000 360 480,000.00 5.875 20060901 PUD 2,839.38 478,028.06 5.875 Owner Occupied Rate Refi 600,000.00 356 20061201 0.375 0.030 5.470 Full 2.25 LIBOR 12 XXXXXXXX XX 00000 360 937,500.00 8.125 20060901 SFR 6,347.65 937,499.64 8.125 Owner Occupied Purchase 1,350,000.00 356 20061201 0.375 0.030 7.720 Stated 2.25 LIBOR 6 XXXXXXX XX 00000 360 400,000.00 7.125 20061001 SFR 2,375.00 400,000.00 7.125 Owner Occupied CashOut Refi 540,000.00 357 20061201 0.375 0.030 6.720 Stated 36 S 2.25 LIBOR 6 XXXXXXXXXX XX 00000 360 320,000.00 7.250 20061001 SFR 1,933.33 319,877.25 7.250 Owner Occupied Rate Refi 400,000.00 357 20061201 0.375 0.030 6.845 Stated 2.25 LIBOR 6 XXX XXXXXX XX 00000 360 324,000.00 6.750 20060801 SFR 1,822.50 324,000.00 6.750 Owner Occupied CashOut Refi 405,000.00 355 20061201 0.375 0.030 6.345 Stated 00 X 0.00 XXXXX 0 XXXXXXX XX 00000 360 424,500.00 6.750 20060901 SFR 2,387.81 424,500.00 6.750 Owner Occupied CashOut Refi 560,000.00 356 20061201 0.375 0.030 6.345 Stated 00 X 0.00 XXXXX 0 XXX XXXXX XX 00000 360 324,000.00 6.625 20061001 SFR 1,788.75 324,000.00 6.625 Owner Occupied CashOut Refi 405,000.00 357 20061201 0.375 0.030 6.220 Stated 00 X 0.00 XXXXX 0 XXXXXXX XX 00000 360 1,330,000.00 7.375 20060801 CONDO 8,173.95 1,330,000.00 7.375 Owner Occupied Rate Refi 1,900,000.00 355 20061201 0.375 0.030 6.970 Stated 2.25 LIBOR 6 XXXXX XX 00000 360 880,000.00 6.875 20060801 SFR 5,041.67 874,985.33 6.875 Owner Occupied Purchase 1,146,000.00 355 20061201 0.375 0.030 6.470 Stated 36 H 2.75 LIBOR 6 XXX XXXXX XX 00000 360 319,950.00 6.375 20061201 CONDO 1,699.73 319,950.00 6.375 Owner Occupied Purchase 410,000.00 359 20061201 0.375 0.030 5.970 Xxxxxx 00 X 0 XXXXX 0 XXXXXXX XX 0000 360 112,500.00 9.500 20061201 SFR 890.63 112,500.00 9.500 Investment Purchase 155,000.00 359 20061201 0.375 0.030 9.095 SISA 00 X 0.0 XXXXX 0 XXXXXXXX XX 00000 360 300,000.00 5.875 20061201 SFR 1,468.75 300,000.00 5.875 Investment CashOut Refi 610,000.00 359 20061201 0.250 0.030 5.595 SISA 60 H FIXED XXXXXXXX XX 00000 360 209,300.00 7.250 20061201 SFR 1,264.52 209,300.00 7.250 Investment CashOut Refi 299,000.00 359 20061201 0.375 0.030 6.845 Stated 36 H 6.25 LIBOR 6 XXXX XXXXXX XX 00000 180 67,500.00 12.600 20061201 CONDO 725.64 67,483.11 12.600 Owner Occupied Purchase 270,000.00 179 20061201 0.500 0.030 12.070 Stated 36 H 0 FIXED XXXXXXXXX XX 00000 360 169,400.00 6.875 20061201 3-FAMILY 970.52 169,400.00 6.875 Investment CashOut Refi 242,000.00 359 20061201 0.250 0.030 6.595 Full 36 H FIXED XXXXXXX XX 00000 360 216,000.00 7.625 20061201 D-PUDS 1,372.50 216,000.00 7.625 Investment Purchase 270,000.00 359 20061201 0.375 0.030 7.220 Stated 24 X 0 XXXXX 0 XXXXX XX 00000 360 120,750.00 7.000 20061201 SFR 704.38 120,750.00 7.000 Investment Rate Refi 162,500.00 359 20061201 0.250 0.030 6.720 Full 12 H FIXED XXXXXXX XX 00000 360 90,000.00 9.125 20061201 PUD 732.27 89,952.11 9.125 Investment Purchase 148,000.00 359 20061201 0.375 0.030 8.720 Stated 0 XXXXX 0 XXXXXXXX XX 00000 360 238,500.00 6.875 20061201 SFR 1,366.41 238,500.00 6.875 Investment CashOut Refi 318,000.00 359 20061201 0.375 0.030 6.470 Stated 00 X 0 XXXXX 0 XXXXX XXXXXX XX 00000 360 153,600.00 8.375 20061201 SFR 1,072.00 153,599.18 8.375 Owner Occupied Purchase 224,000.00 359 20061201 0.375 0.030 7.970 Stated 36 H 3 LIBOR 6 XXXXX XXX XX 00000 360 278,500.00 6.500 20061201 SFR 1,508.54 278,500.00 6.500 Owner Occupied CashOut Refi 600,000.00 359 20061201 0.375 0.030 6.095 Stated 36 H 3 LIBOR 6 XXXXXXX XX 00000 360 448,000.00 8.875 20061201 D-PUDS 3,313.33 448,000.00 8.875 Owner Occupied Purchase 569,000.00 359 20061201 0.375 0.030 8.470 Stated 36 12H/24S 3 LIBOR 6 XXXXXXXXXXX XX 00000 360 257,000.00 6.500 20061201 SFR 1,392.08 257,000.00 6.500 Investment Purchase 375,000.00 359 20061201 0.375 0.030 6.095 Stated 12 H 3 LIBOR 6 XX XXXXX XX 00000 360 712,500.00 9.375 20061201 SFR 5,566.41 712,500.00 9.375 Owner Occupied Purchase 950,000.00 359 20061201 0.375 0.030 8.970 Stated 36 H 3 LIBOR 6 XXXX XXXXX XX 00000 180 88,000.00 12.250 20061201 SFR 922.15 87,976.18 12.250 Owner Occupied Purchase 455,000.00 179 20061201 0.500 0.030 11.720 Stated 36 H 0 FIXED XXXXXXXXX XX 00000 180 58,000.00 12.480 20061101 SFR 618.11 57,970.02 12.480 Owner Occupied Purchase 295,000.00 178 20061201 0.500 0.030 11.950 Stated 36 H 0 FIXED XXXXXXXX XX 00000 180 60,000.00 11.850 20061201 SFR 592.5 60,000.00 11.850 Investment CashOut Refi 318,000.00 179 20061201 0.500 0.030 11.320 Stated 36 H 0 FIXED XXXXXXXXX XX 00000 360 162,050.00 6.875 20061201 SFR 928.41 162,050.00 6.875 Investment Purchase 228,000.00 359 20061201 0.375 0.030 6.470 Stated 00 X 0 XXXXX 0 XXXXXXXXX XX 00000-0000 360 137,350.00 6.250 20061201 SFR 779.79 137,285.57 6.250 Owner Occupied Rate Refi 330,000.00 359 20061201 0.250 0.030 5.970 Stated 36 H FIXED XXXXXXX XX 00000 360 250,000.00 6.500 20061201 SFR 1,580.17 249,774.00 6.500 Owner Occupied CashOut Refi 415,000.00 359 20061201 0.250 0.030 6.220 SISA 36 H FIXED XXXXXXXXXXX XX 00000 360 144,750.00 7.000 20061201 SFR 844.38 144,750.00 7.000 Investment CashOut Refi 193,000.00 359 20061201 0.375 0.030 6.595 Stated 00 X 0 XXXXX 0 XXXXXXXX XX 00000 360 100,999.00 7.875 20061201 SFR 732.31 100,929.50 7.875 Owner Occupied Rate Refi 140,000.00 359 20061201 0.250 0.030 7.595 Stated FIXED XXXXXXX XXXXX XX 00000 360 248,400.00 6.250 20061201 HI-RISE 1,293.75 248,400.00 6.250 2nd Home Purchase 430,000.00 359 20061201 0.375 0.030 5.845 Stated 00 X 0 XXXXX 0 XXXXXXXX XX 00000 180 177,000.00 11.875 20061201 SFR 1,751.56 177,000.00 11.875 Owner Occupied Purchase 900,000.00 179 20061201 0.500 0.030 11.345 Stated 0 FIXED XXXXX XXXXX XX 00000 360 294,000.00 5.990 20061201 CONDO 1,467.55 294,000.00 5.990 Investment CashOut Refi 460,000.00 359 20061201 0.375 0.030 5.585 Stated 36 12H/24S 3 LIBOR 6 XXXXXXXXX XX 00000 360 552,000.00 6.500 20061201 SFR 2,990.00 552,000.00 6.500 Owner Occupied CashOut Refi 1,100,000.00 359 20061201 0.375 0.030 6.095 Full 00 X 0 XXXXX 0 XXXXXXXXXX XX 00000 360 240,000.00 6.750 20061201 SFR 1,350.00 239,937.83 6.750 Investment CashOut Refi 324,000.00 359 20061201 0.375 0.030 6.345 Stated 12 H 3 LIBOR 6 XXXXX XX 00000 180 66,000.00 12.670 20061101 SFR 713.11 65,967.31 12.670 Owner Occupied Purchase 220,000.00 178 20061201 0.500 0.030 12.140 Stated 0 FIXED XXXXXXXXX XX 00000 180 165,000.00 12.450 20061201 D-PUDS 1,754.58 164,957.30 12.450 Owner Occupied Purchase 600,000.00 179 20061201 0.500 0.030 11.920 Stated 12 H 0 FIXED XXXXX XX 00000 360 457,774.00 6.750 20061201 SFR 2,574.98 457,774.00 6.750 Owner Occupied CashOut Refi 750,000.00 359 20061201 0.250 0.030 6.470 Stated 36 H FIXED XXXXXXXXX XX 00000 360 436,400.00 5.625 20061201 SFR 2,045.63 436,400.00 5.625 Investment Rate Refi 645,000.00 359 20061201 0.375 0.030 5.220 Full 0 XXXXX 0 XXXXXXXXXXX XX 00000 360 232,000.00 6.875 20061201 SFR 1,329.17 232,000.00 6.875 Investment Rate Refi 332,000.00 359 20061201 0.375 0.030 6.470 Express Non-Verified Assets 0 XXXXX 0 XXXXXXXXXX XX 00000 360 672,000.00 7.500 20061201 SFR 4,200.00 672,000.00 7.500 Owner Occupied Rate Refi 850,000.00 359 20061201 0.375 0.030 7.095 Stated 0 XXXXX 0 XXXXXXX XX 00000 360 195,000.00 7.125 20061201 SFR 1,157.81 195,000.00 7.125 Investment CashOut Refi 325,000.00 359 20061201 0.375 0.030 6.720 Stated 12 H 3 LIBOR 6 XXXXXXXX XX 00000 360 205,000.00 7.750 20061201 SFR 1,323.96 205,000.00 7.750 Owner Occupied CashOut Refi 365,000.00 359 20061201 0.250 0.030 7.470 Express Non-Verified Assets 36 H FIXED XXXXX XX 00000 360 623,000.00 6.375 20061201 SFR 3,309.69 623,000.00 6.375 Investment CashOut Refi 890,000.00 359 20061201 0.375 0.030 5.970 Stated 36 12H/24S 3 LIBOR 6 XXXXXX XX 00000 180 76,400.00 10.575 20061101 SFR 703.15 76,338.14 10.575 Owner Occupied Purchase 395,000.00 178 20061201 0.500 0.030 10.045 Stated 0 FIXED XXXXXXX XX 00000 360 198,000.00 8.875 20061201 4-FAMILY 1,575.38 197,889.00 8.875 Investment Purchase 265,000.00 359 20061201 0.250 0.030 8.595 Stated 36 S FIXED XXXXXXXX XX 00000 360 190,000.00 6.500 20061201 SFR 1,200.93 189,828.24 6.500 Owner Occupied CashOut Refi 309,000.00 359 20061201 0.250 0.030 6.220 Stated 36 H FIXED XX XXXXX XX 00000 180 461,250.00 6.990 20061101 SFR 2,686.78 461,250.00 6.990 Owner Occupied Purchase 515,000.00 178 20061201 0.250 0.030 6.710 Stated 36 H FIXED XXXXXX XX 00000 360 115,520.00 7.750 20061101 SFR 827.6 115,356.41 7.750 Owner Occupied Purchase 145,000.00 358 20061201 0.250 0.030 7.470 Full 36 S FIXED XXXXXXXXX XX 00000 180 213,600.00 7.875 20061101 D-PUDS 1,401.75 213,600.00 7.875 Investment Purchase 285,000.00 178 20061201 0.250 0.030 7.595 Express Verified Assets 00 X XXXXX XXX XXXXXXX XXXX XX 00000 180 528,000.00 7.750 20061101 SFR 3,410.00 528,000.00 7.750 Owner Occupied Purchase 660,000.00 178 20061201 0.250 0.030 7.470 Stated 36 H FIXED XXXXX XX 00000 360 335,920.00 9.250 20061101 4-FAMILY 2,589.38 335,920.00 9.250 Investment Purchase 420,000.00 358 20061201 0.250 0.030 8.970 Stated FIXED XXXXXXX XX 00000 360 310,000.00 6.500 20061101 SFR 1,959.41 309,438.00 6.500 Owner Occupied CashOut Refi 636,000.00 358 20061201 0.250 0.030 6.220 Express No Doc 36 H FIXED XXXXXXXX XX 00000 360 189,600.00 7.875 20061101 SFR 1,244.25 189,600.00 7.875 Owner Occupied Purchase 270,000.00 358 20061201 0.250 0.030 7.595 Express Verified Assets 36 H FIXED XXX XXXXX XX 00000 180 57,200.00 8.625 20060901 CONDO 411.13 57,200.00 8.625 Investment Purchase 80,000.00 176 20061201 0.250 0.030 8.345 Full 36 H FIXED CORNISH ME 4020 360 190,000.00 7.750 20061001 SFR 1,361.18 189,595.11 7.750 Owner Occupied CashOut Refi 218,391.00 357 20061201 0.250 0.030 6.950 0.52 PMI - LENDER PAID 25 Express Verified Assets FIXED XXXXXXX XXXXX XX 00000 360 204,800.00 8.000 20061101 SFR 1,502.75 204,524.25 8.000 Owner Occupied Purchase 256,000.00 358 20061201 0.250 0.030 7.720 SISA FIXED XXXXX XXXX XX 00000 360 207,850.00 7.750 20061001 SFR 1,489.06 207,407.06 7.750 Investment Purchase 259,855.00 357 20061201 0.250 0.030 7.470 Express Verified Assets FIXED XXX XXX XX 00000 180 38,800.00 8.375 20061101 SFR 379.24 38,582.34 8.375 Investment Purchase 48,500.00 178 20061201 0.250 0.030 8.095 Express No Doc FIXED XXXX XXXXX XX 00000 180 52,250.00 7.625 20061101 SFR 488.08 51,936.86 7.625 Owner Occupied Purchase 55,000.00 178 20061201 0.250 0.030 6.465 0.88 PMI - LENDER PAID 30 Express No Doc 36 H FIXED XXXXXXX XX 00000 180 130,000.00 7.125 20061101 SFR 1,177.58 129,186.19 7.125 Owner Occupied CashOut Refi 224,138.00 178 20061201 0.250 0.030 6.845 SISA 60 H FIXED XXXXX XXXXX XX 00000 180 190,000.00 6.125 20061101 2-FAMILY 1,616.19 188,703.90 6.125 Owner Occupied CashOut Refi 340,000.00 178 20061201 0.250 0.030 5.845 Express No Doc 60 H FIXED XXXXXXXXX XX 00000 360 40,800.00 8.375 20061101 SFR 310.11 40,749.10 8.375 Investment CashOut Refi 51,000.00 358 20061201 0.250 0.030 8.095 Stated FIXED XXXXXXXXXX XX 00000 360 44,000.00 6.875 20061101 SFR 289.05 43,925.85 6.875 Investment CashOut Refi 55,000.00 358 20061201 0.250 0.030 6.595 Stated FIXED XXXXXXXX XX 00000 360 45,600.00 7.750 20061101 SFR 326.68 45,535.43 7.750 Investment Purchase 57,000.00 358 20061201 0.250 0.030 7.470 Express Verified Assets FIXED XXXXXX XX 00000 360 46,400.00 8.375 20061101 SFR 352.67 46,342.12 8.375 Investment CashOut Refi 58,000.00 358 20061201 0.250 0.030 8.095 Stated 60 H FIXED XXXX XX 00000 360 48,000.00 7.375 20061101 SFR 331.52 47,926.74 7.375 Investment CashOut Refi 87,273.00 358 20061201 0.250 0.030 7.095 Express No Doc FIXED XXXXXXXXXX XX 00000 360 49,600.00 8.375 20061101 SFR 377 49,538.12 8.375 Investment CashOut Refi 62,000.00 358 20061201 0.250 0.030 8.095 Stated FIXED XXXXXX XXXXXX XX 00000 360 50,000.00 8.250 20061101 SFR 375.63 49,936.02 8.250 Investment CashOut Refi 69,444.00 358 20061201 0.250 0.030 7.970 Express Verified Assets 36 H FIXED XXXXXX XX 00000 360 50,000.00 8.875 20061101 SFR 397.82 49,941.54 8.875 Investment CashOut Refi 66,667.00 358 20061201 0.250 0.030 8.595 Express No Doc FIXED XXXXX XXXX XX 00000 360 54,400.00 8.125 20061101 SFR 403.92 54,328.58 8.125 Investment Purchase 68,000.00 358 20061201 0.250 0.030 7.845 Express No Doc 60 H FIXED XXXXXXX XX 00000 360 54,400.00 7.750 20061101 SFR 389.73 54,322.96 7.750 Investment CashOut Refi 68,000.00 358 20061201 0.250 0.030 7.470 Stated FIXED XXXXXXX XX 00000 360 54,400.00 8.125 20061101 SFR 403.92 54,328.58 8.125 Investment CashOut Refi 74,521.00 358 20061201 0.250 0.030 7.845 Stated FIXED XXXXXX XXXXXX XX 00000 360 55,000.00 8.250 20061101 SFR 413.2 54,929.61 8.250 Investment CashOut Refi 74,324.00 358 20061201 0.250 0.030 7.970 Express Verified Assets 36 H FIXED XXXXX XXXXX XX 00000 360 55,000.00 8.000 20060901 SFR 403.57 54,850.78 8.000 Investment CashOut Refi 84,615.00 356 20061201 0.250 0.030 7.720 Express No Doc FIXED XXX XXXXX XX 00000 360 55,000.00 8.000 20061101 SFR 403.57 54,925.95 8.000 Owner Occupied CashOut Refi 80,882.00 358 20061201 0.250 0.030 7.720 Express No Doc FIXED XXXXXXX XX 00000 360 55,800.00 7.875 20061101 SFR 404.59 55,722.95 7.875 Investment Rate Refi 71,538.00 358 20061201 0.250 0.030 7.595 Stated FIXED XXXXXXXXX XX 00000 360 56,800.00 8.250 20061101 SFR 426.72 56,727.31 8.250 Investment CashOut Refi 71,000.00 358 20061201 0.250 0.030 7.970 SISA FIXED XXXXXX XX 00000 360 56,800.00 7.750 20061001 SFR 406.92 56,678.95 7.750 Investment CashOut Refi 71,000.00 357 20061201 0.250 0.030 7.470 Express Verified Assets 36 H FIXED XXXXX XXXXX XX 00000 360 57,400.00 8.375 20061101 SFR 436.28 57,328.40 8.375 Owner Occupied Purchase 82,000.00 358 20061201 0.250 0.030 8.095 Stated FIXED XXXXXXX XX 00000 360 58,400.00 7.750 20061101 SFR 418.38 58,317.31 7.750 Investment CashOut Refi 73,000.00 358 20061201 0.250 0.030 7.470 Express Verified Assets 36 H FIXED XXXXXXX XX 00000 360 59,600.00 7.750 20061101 SFR 426.98 59,515.61 7.750 Investment CashOut Refi 74,500.00 358 20061201 0.250 0.030 7.470 Express Verified Assets 36 H FIXED XXXXXXX XX 00000 360 60,000.00 8.625 20061101 SFR 466.67 59,928.91 8.625 Investment CashOut Refi 75,000.00 358 20061201 0.250 0.030 8.345 Stated FIXED XXXXXX XXXXXX XX 00000 360 60,000.00 7.625 20061101 SFR 424.68 59,912.86 7.625 Investment CashOut Refi 85,714.00 358 20061201 0.250 0.030 7.345 Express Verified Assets 36 H FIXED XXXXX XX 00000 360 60,000.00 8.750 20060901 SFR 472.02 59,860.40 8.750 Investment CashOut Refi 75,000.00 356 20061201 0.250 0.030 8.470 Stated 36 H FIXED XXXXXXXXXXXX XX 00000 360 64,000.00 7.625 20061101 SFR 452.99 63,907.06 7.625 Owner Occupied Purchase 80,000.00 358 20061201 0.250 0.030 7.345 Stated FIXED XXXXXXXXXXXX XX 00000 360 65,550.00 8.875 20061101 SFR 521.55 65,469.76 8.875 Owner Occupied Purchase 69,000.00 358 20061201 0.250 0.030 7.185 1.41 PMI - LENDER PAID 30 SISA FIXED XXXXXXXXXXXX XX 00000 360 67,600.00 7.875 20061101 SFR 490.15 67,506.65 7.875 Investment CashOut Refi 84,500.00 358 20061201 0.250 0.030 7.595 Express Verified Assets 12 H FIXED XXXXXXX XX 00000 360 69,600.00 6.625 20061101 SFR 445.66 69,476.84 6.625 Owner Occupied Purchase 87,000.00 358 20061201 0.250 0.030 6.345 Full FIXED XXXXX XXXXX XX 00000 360 69,600.00 7.875 20061101 SFR 504.65 69,503.89 7.875 Investment CashOut Refi 87,000.00 358 20061201 0.250 0.030 7.595 Stated FIXED XXXXXXXXXXXX XX 00000 360 74,900.00 7.375 20061101 SFR 517.32 74,785.65 7.375 Owner Occupied CashOut Refi 84,157.00 358 20061201 0.250 0.030 6.205 0.89 PMI - LENDER PAID 25 Full FIXED XXXXX XXXXX XX 00000 360 76,000.00 7.875 20061101 SFR 551.05 75,895.06 7.875 Investment CashOut Refi 95,000.00 358 20061201 0.250 0.030 7.595 Stated FIXED XXXXXXXXXX XX 00000 360 76,000.00 7.000 20061101 SFR 505.63 75,874.23 7.000 Owner Occupied CashOut Refi 95,000.00 358 20061201 0.250 0.030 6.720 Full FIXED XXXXXXXXXXX XX 00000 360 77,400.00 7.000 20061101 SFR 514.94 77,272.75 7.000 2nd Home Purchase 86,000.00 358 20061201 0.250 0.030 6.000 0.72 PMI - LENDER PAID 25 Stated FIXED XXXXX XXXX XX 00000 360 78,400.00 8.125 20061001 SFR 582.12 78,245.10 8.125 Investment Purchase 98,000.00 357 20061201 0.250 0.030 7.845 Express No Doc 36 H FIXED XXXXXX XX 00000 360 83,340.00 6.375 20061101 SFR 519.93 83,185.21 6.375 Investment Rate Refi 141,254.00 358 20061201 0.250 0.030 6.095 Express Verified Assets FIXED XXXXXX XX 00000 360 84,500.00 7.125 20061101 SFR 569.29 84,364.46 7.125 Investment CashOut Refi 130,000.00 358 20061201 0.250 0.030 6.845 Stated 12 H FIXED XXXXXXXXXX XX 00000 360 86,000.00 8.250 20061001 SFR 646.09 85,834.10 8.250 Owner Occupied Purchase 150,000.00 357 20061201 0.250 0.030 7.970 Express No Doc 36 H FIXED XXXXX XXXX XX 00000 360 87,200.00 7.625 20061101 PUD 617.2 87,073.56 7.625 Owner Occupied CashOut Refi 109,000.00 358 20061201 0.250 0.030 7.345 Stated FIXED XXXXX XXXXXXXX XX 00000 360 87,600.00 8.000 20061101 CONDO 642.78 87,482.05 8.000 Investment Purchase 109,500.00 358 20061201 0.250 0.030 7.720 Stated 36 H FIXED XXXXX XXXXXXXXX XX 00000 360 88,400.00 7.375 20061101 CONDO 610.56 88,265.05 7.375 Investment CashOut Refi 136,000.00 358 20061201 0.250 0.030 7.095 Express No Doc FIXED XXX XXXX XX 00000 360 91,500.00 7.000 20061101 SFR 608.75 91,349.56 7.000 Owner Occupied Rate Refi 155,000.00 358 20061201 0.250 0.030 6.720 Express No Doc FIXED XXXXXXXX XX 00000 360 92,000.00 7.875 20061001 CONDO 667.06 91,808.82 7.875 Owner Occupied Purchase 115,000.00 357 20061201 0.250 0.030 7.595 Express No Doc FIXED XXXXXX XX 00000 360 92,800.00 7.250 20061101 PUD 633.06 92,654.78 7.250 Investment Rate Refi 116,000.00 358 20061201 0.250 0.030 6.970 Full FIXED XXXXX XXXXXXXX XX 00000 360 93,200.00 7.750 20061101 SFR 667.7 93,068.01 7.750 Owner Occupied Purchase 116,500.00 358 20061201 0.250 0.030 7.470 FISA FIXED XXXXXXXXXX XX 00000 360 93,800.00 7.500 20061101 PUD 655.86 93,660.34 7.500 Investment Purchase 134,000.00 358 20061201 0.250 0.030 7.220 Express No Doc FIXED XXXXXXXXXXXX XX 00000 360 97,600.00 7.125 20061101 SFR 657.55 96,707.14 7.125 Owner Occupied CashOut Refi 122,000.00 358 20061201 0.250 0.030 6.845 Stated 12 H FIXED XXXX XXXX XX 00000 360 98,000.00 7.625 20061001 SFR 693.64 97,785.85 7.625 Owner Occupied Rate Refi 124,051.00 357 20061201 0.250 0.030 7.345 Full FIXED XXXXXXXXX XX 00000 360 98,080.00 6.500 20061101 SFR 619.93 97,902.20 6.500 Owner Occupied Purchase 122,600.00 358 20061201 0.250 0.030 6.220 Full 36 H FIXED XXXXX XXXXX XX 00000 360 98,100.00 7.375 20061001 SFR 677.55 97,874.70 7.375 Owner Occupied CashOut Refi 125,769.00 357 20061201 0.250 0.030 7.095 Express No Doc FIXED XXXXXXXXX XX 00000 360 98,300.00 7.375 20061001 SFR 678.93 98,074.22 7.375 Owner Occupied Purchase 125,000.00 357 20061201 0.250 0.030 7.095 SISA FIXED XXXXXXXXX XX 00000 360 99,200.00 7.375 20061001 PUD 685.15 98,972.16 7.375 Owner Occupied Purchase 124,000.00 357 20061201 0.250 0.030 7.095 Stated FIXED XXXXXXXXX XX 00000 360 100,000.00 7.250 20061001 SFR 682.18 99,714.25 7.250 Owner Occupied CashOut Refi 125,000.00 357 20061201 0.250 0.030 6.970 Stated 36 H FIXED XXXXXXXX XX 00000 360 100,000.00 7.875 20061101 SFR 725.07 99,861.91 7.875 Owner Occupied CashOut Refi 950,000.00 358 20061201 0.250 0.030 7.595 SISA FIXED XXXXXXXXXXXX XX 00000 360 102,400.00 8.375 20061101 SFR 778.31 102,272.27 8.375 Investment CashOut Refi 128,000.00 358 20061201 0.250 0.030 8.095 Express No Doc FIXED XXXX XXXX XX 00000 360 103,600.00 6.875 20061101 SFR 680.58 103,425.42 6.875 Investment Rate Refi 148,000.00 358 20061201 0.250 0.030 6.595 Full 36 H FIXED XXXXXXXXX XX 00000 360 103,920.00 7.625 20061001 SFR 735.54 103,692.93 7.625 Owner Occupied Purchase 129,900.00 357 20061201 0.250 0.030 7.345 Express No Doc FIXED XXXXXXXXXX XX 00000 360 104,000.00 8.375 20061101 SFR 790.48 103,870.25 8.375 Investment CashOut Refi 130,000.00 358 20061201 0.250 0.030 8.095 Express No Doc FIXED XXXXXX XXXXX XX 00000 360 104,500.00 6.875 20061101 SFR 686.49 104,323.91 6.875 Owner Occupied Purchase 183,333.00 358 20061201 0.250 0.030 6.595 Express No Doc FIXED XXXXXXXXX XX 00000 360 105,000.00 7.375 20061101 SFR 725.21 104,839.71 7.375 Investment CashOut Refi 150,000.00 358 20061201 0.250 0.030 7.095 Express No Doc FIXED XXXXXXXX XX 00000 360 108,000.00 7.750 20061101 SFR 773.73 107,847.05 7.750 Owner Occupied CashOut Refi 135,000.00 358 20061201 0.250 0.030 7.470 Stated FIXED XXXXXXX XX 00000 360 108,439.00 7.250 20061101 PUD 739.75 108,007.47 7.250 Investment Purchase 154,913.00 358 20061201 0.250 0.030 6.970 Stated FIXED XXXXXXXXXX XX 00000 360 109,600.00 6.750 20061101 SFR 710.86 109,410.75 6.750 Owner Occupied CashOut Refi 138,734.00 358 20061201 0.250 0.030 6.470 Full FIXED XXXXXXXXXXX XX 00000 360 110,000.00 6.750 20061001 SFR 713.46 109,714.27 6.750 Owner Occupied Purchase 137,500.00 357 20061201 0.250 0.030 6.470 Full FIXED XXXX XXXXX XX 00000 360 116,000.00 7.250 20061101 SFR 791.32 115,818.48 7.250 Owner Occupied Rate Refi 145,000.00 358 20061201 0.250 0.030 6.970 Full FIXED XXXXXX XX 00000 360 116,000.00 7.750 20061101 SFR 831.04 115,835.73 7.750 Investment CashOut Refi 145,000.00 358 20061201 0.250 0.030 7.470 Stated 60 H FIXED XXX XXXXXXX XX 00000 360 116,000.00 7.750 20061001 2-FAMILY 831.04 115,752.80 7.750 Investment Purchase 145,000.00 357 20061201 0.250 0.030 7.470 Stated FIXED XXXXXXXX XX 00000 360 120,000.00 6.875 20061101 SFR 788.31 119,697.23 6.875 Owner Occupied Purchase 190,000.00 358 20061201 0.250 0.030 6.595 Express No Doc 36 H FIXED XXXXXXX XX 00000 360 120,000.00 7.250 20061001 4-FAMILY 818.61 119,717.47 7.250 Owner Occupied CashOut Refi 150,000.00 357 20061201 0.250 0.030 6.970 Express Verified Assets FIXED XXXXXXXXX XX 00000 360 120,400.00 7.500 20061101 SFR 841.85 120,220.74 7.500 Owner Occupied Purchase 154,000.00 358 20061201 0.250 0.030 7.220 Express No Doc 36 H FIXED XXXXXXX XX 00000 360 123,500.00 8.375 20061101 SFR 938.69 123,345.94 8.375 Owner Occupied Purchase 130,000.00 358 20061201 0.250 0.030 7.345 0.75 PMI - LENDER PAID 30 Express No Doc FIXED XXXXXXXXXX XX 00000 360 126,000.00 8.000 20061101 4-FAMILY 924.54 125,820.36 8.000 Investment Purchase 157,500.00 358 20061201 0.250 0.030 7.720 SISA 36 H FIXED XXXXXXXX XXXXX XX 00000 360 130,000.00 7.125 20061101 PUD 875.83 129,791.48 7.125 Owner Occupied Rate Refi 205,000.00 358 20061201 0.250 0.030 6.845 Stated 36 H FIXED XXXXXXXXXX XX 00000 360 130,400.00 7.625 20061101 CONDO 922.96 130,210.64 7.625 Owner Occupied Purchase 183,000.00 358 20061201 0.250 0.030 7.345 SISA FIXED XXXXXXX XX 00000 360 130,400.00 7.000 20061101 SFR 867.55 130,185.61 7.000 Owner Occupied Rate Refi 163,000.00 358 20061201 0.250 0.030 6.720 Full FIXED XXXXXXXXX XX 00000 360 130,500.00 8.375 20061101 SFR 991.89 130,337.22 8.375 Owner Occupied Purchase 145,000.00 358 20061201 0.250 0.030 7.325 0.77 PMI - LENDER PAID 25 Express No Doc FIXED XXXXXXX XX 00000 360 130,500.00 7.500 20061001 SFR 912.47 130,207.65 7.500 Investment CashOut Refi 174,000.00 357 20061201 0.250 0.030 7.220 Full FIXED XXXXXX XX 00000 360 130,560.00 7.500 20061001 PUD 912.89 130,267.51 7.500 Investment Purchase 163,200.00 357 20061201 0.250 0.030 7.220 Full FIXED XXXXX XXXXX XX 00000 360 132,000.00 8.125 20061101 4-FAMILY 980.1 131,826.72 8.125 Investment Purchase 165,000.00 358 20061201 0.250 0.030 7.845 SISA FIXED XXXXXXXXX XX 00000 360 135,012.00 6.875 20061101 PUD 886.93 134,784.51 6.875 Owner Occupied Purchase 168,765.00 358 20061201 0.250 0.030 6.595 Full FIXED XXXXXXXXX XX 0000 360 135,850.00 6.750 20061101 SFR 881.12 135,615.42 6.750 Owner Occupied CashOut Refi 209,000.00 358 20061201 0.250 0.030 6.470 Express No Doc 36 H FIXED XXX XXXX XX 00000 360 136,000.00 7.500 20061101 SFR 950.93 135,797.44 7.500 Owner Occupied CashOut Refi 170,000.00 358 20061201 0.250 0.030 7.220 SISA FIXED XXXXXXX XX 00000 360 136,000.00 6.875 20061101 SFR 893.42 135,770.84 6.875 Investment Purchase 170,000.00 358 20061201 0.250 0.030 6.595 Stated 12 H FIXED XXXXXX XXXXXX XX 00000 360 139,920.00 7.500 20061101 SFR 978.34 139,711.67 7.500 Owner Occupied Purchase 174,900.00 358 20061201 0.250 0.030 7.220 Express No Doc FIXED XXXXXXX XX 00000 360 142,500.00 8.875 20061101 CONDO 1,133.79 142,339.65 8.875 Owner Occupied Purchase 150,000.00 358 20061201 0.250 0.030 7.595 1 PMI - LENDER PAID 30 Express No Doc FIXED XXXXXX XX 00000 360 143,500.00 7.500 20061001 SFR 1,003.37 143,178.52 7.500 2nd Home CashOut Refi 205,000.00 357 20061201 0.250 0.030 7.220 Stated FIXED XXX XXX XX 00000 360 145,600.00 6.750 20061101 SFR 944.36 145,348.57 6.750 Owner Occupied Purchase 186,000.00 358 20061201 0.250 0.030 6.470 Full FIXED XXXXXXXXXX XX 00000 360 145,600.00 7.250 20061101 SFR 993.25 145,372.15 7.250 Owner Occupied Purchase 182,000.00 358 20061201 0.250 0.030 6.970 Express Verified Assets FIXED XXXX XXXXXXXXXX XX 00000 360 147,200.00 6.500 20061001 SFR 930.4 146,798.63 6.500 Owner Occupied Purchase 206,000.00 357 20061201 0.250 0.030 6.220 Stated FIXED XXXXXXXXXXXX XX 00000 360 147,200.00 7.500 20061001 2-FAMILY 1,029.24 146,870.23 7.500 Investment Purchase 184,000.00 357 20061201 0.250 0.030 7.220 SISA FIXED XXXX XX 00000 360 147,600.00 7.125 20061101 SFR 994.41 147,363.23 7.125 Owner Occupied Purchase 184,500.00 358 20061201 0.250 0.030 6.845 Full FIXED XXXXX XX 00000 360 147,600.00 7.375 20061101 3-FAMILY 1,019.44 147,350.69 7.375 Investment Purchase 190,500.00 358 20061201 0.250 0.030 7.095 Stated FIXED XXXXXXXXXX XX 00000 360 148,000.00 7.250 20061101 SFR 1,009.62 147,768.40 7.250 Investment Purchase 195,000.00 358 20061201 0.250 0.030 6.970 Stated FIXED XXXXXXXXX XXXX XX 00000 360 148,200.00 7.875 20061101 SFR 1,074.55 147,909.91 7.875 Owner Occupied Purchase 156,000.00 358 20061201 0.250 0.030 7.085 0.51 PMI - LENDER PAID 30 Express No Doc FIXED XXXXXXX XX 00000 360 148,500.00 7.250 20061101 SFR 1,013.03 147,704.21 7.250 Owner Occupied Rate Refi 178,916.00 358 20061201 0.250 0.030 6.440 0.53 PMI - LENDER PAID 22 SISA FIXED XXXXXXXXX XX 00000 360 150,000.00 6.875 20061101 SFR 985.39 149,747.25 6.875 Owner Occupied CashOut Refi 197,500.00 358 20061201 0.250 0.030 6.595 Stated FIXED XXXXXXXXX XX 00000 360 150,400.00 7.375 20061101 PUD 1,038.78 150,170.40 7.375 Investment Rate Refi 188,000.00 358 20061201 0.250 0.030 7.095 Stated FIXED XXXXXXXX XX 00000 360 152,000.00 6.750 20061101 SFR 985.87 151,737.52 6.750 Owner Occupied CashOut Refi 190,000.00 358 20061201 0.250 0.030 6.470 Full FIXED XXXXXXXX XX 00000 360 153,800.00 7.000 20061101 PUD 1,023.24 153,420.30 7.000 Investment Purchase 192,250.00 358 20061201 0.250 0.030 6.720 Stated FIXED XXXXX XXXXX XX 00000 360 155,000.00 7.250 20061101 PUD 1,057.37 154,757.45 7.250 Owner Occupied CashOut Refi 292,453.00 358 20061201 0.250 0.030 6.970 Stated FIXED XXXXX XXXX XX 00000 360 155,000.00 7.375 20061101 SFR 1,070.55 154,763.38 7.375 Owner Occupied Rate Refi 195,000.00 358 20061201 0.250 0.030 7.095 SISA FIXED XXXXX XX 00000 360 156,800.00 7.125 20061101 SFR 1,056.39 156,548.48 7.125 Owner Occupied Purchase 200,000.00 358 20061201 0.250 0.030 6.845 Stated 36 H FIXED XXXXXXXXXXX XX 00000 360 158,200.00 6.750 20061101 2-FAMILY 1,026.08 157,926.83 6.750 Owner Occupied Rate Refi 262,000.00 358 20061201 0.250 0.030 6.470 Express No Doc FIXED XX XXXXX XX 00000 360 158,400.00 7.875 20061101 4-FAMILY 1,148.51 158,181.26 7.875 Owner Occupied CashOut Refi 198,000.00 358 20061201 0.250 0.030 7.595 Express Verified Assets 36 H FIXED XXXXXXXX XX 00000 360 160,000.00 7.500 20061101 SFR 1,118.74 159,661.15 7.500 Owner Occupied Purchase 168,421.00 358 20061201 0.250 0.030 5.570 1.65 PMI - LENDER PAID 30 Express Verified Assets FIXED XXXXXXXX XX 00000 360 160,000.00 7.250 20061001 4-FAMILY 1,091.48 159,623.29 7.250 Investment Purchase 200,000.00 357 20061201 0.250 0.030 6.970 Full FIXED XXXXXXXXXX XX 00000 360 164,000.00 7.500 20061101 CONDO 1,146.71 159,730.82 7.500 Owner Occupied Purchase 205,000.00 358 20061201 0.250 0.030 7.220 Express No Doc 36 H FIXED XXXX XX 00000 360 164,000.00 7.625 20061101 SFR 1,160.78 163,761.85 7.625 Owner Occupied Purchase 205,000.00 358 20061201 0.250 0.030 7.345 SISA FIXED XXXXX XX 00000 360 164,400.00 7.750 20061101 SFR 1,177.78 164,167.19 7.750 Owner Occupied CashOut Refi 205,500.00 358 20061201 0.250 0.030 7.470 SISA 36 H FIXED XXXXXXXX XX 00000 360 165,000.00 6.750 20061001 SFR 1,070.19 164,570.14 6.750 Owner Occupied CashOut Refi 225,000.00 357 20061201 0.250 0.030 6.470 SISA FIXED XXXXXXXXXX XX 00000 360 166,540.00 6.500 20061101 PUD 1,052.65 166,238.07 6.500 Owner Occupied Purchase 208,175.00 358 20061201 0.250 0.030 6.220 Stated FIXED XXXXXXX XX 00000 360 168,000.00 7.000 20061101 SFR 1,117.71 167,723.78 7.000 Owner Occupied Purchase 220,000.00 358 20061201 0.250 0.030 6.720 Stated FIXED XXXXXXXX XX 00000 360 168,000.00 6.750 20061101 SFR 1,089.64 167,709.91 6.750 Owner Occupied Rate Refi 210,000.00 358 20061201 0.250 0.030 6.470 Stated FIXED XXXXXXXXXXXX XX 00000 360 168,000.00 8.125 20061101 4-FAMILY 1,247.40 167,779.46 8.125 Investment CashOut Refi 218,182.00 358 20061201 0.250 0.030 7.845 Express Verified Assets 12 H FIXED XXXX XXXXXXXX XX 00000 360 170,000.00 7.250 20061101 SFR 1,159.70 169,721.60 7.250 Owner Occupied CashOut Refi 188,889.00 358 20061201 0.250 0.030 6.380 0.59 PMI - LENDER PAID 25 SISA FIXED XXXXX XXXXXXXXXX XX 00000 360 172,000.00 8.000 20061101 3-FAMILY 1,262.08 171,768.41 8.000 Investment Purchase 225,000.00 358 20061201 0.250 0.030 7.720 Stated FIXED XXXXXXXXX XX 0000 360 174,000.00 6.750 20061001 SFR 1,128.56 173,548.04 6.750 Owner Occupied Rate Refi 305,000.00 357 20061201 0.250 0.030 6.470 SISA FIXED XXXXXXX XX 00000 360 175,000.00 7.500 20061101 SFR 1,223.63 174,737.88 7.500 Owner Occupied Purchase 223,000.00 358 20061201 0.250 0.030 7.220 SISA FIXED XXXXXX XX 00000 360 176,000.00 7.750 20061101 SFR 1,260.89 175,750.75 7.750 Owner Occupied CashOut Refi 220,000.00 358 20061201 0.250 0.030 7.470 SISA FIXED XXXXXX XXXX XX 00000 360 176,000.00 8.000 20061101 SFR 1,291.43 175,763.02 8.000 Investment Purchase 220,000.00 358 20061201 0.250 0.030 7.720 Stated FIXED XXXXXXXX XXX XX 00000 360 176,000.00 7.500 20061001 SFR 1,230.62 175,403.81 7.500 Owner Occupied Purchase 220,000.00 357 20061201 0.250 0.030 7.220 Express Verified Assets FIXED XXXXXX XX 00000 360 178,400.00 7.875 20061001 SFR 1,293.52 178,029.26 7.875 Owner Occupied CashOut Refi 223,000.00 357 20061201 0.250 0.030 7.595 Stated 36 H FIXED XXXXXXX XX 00000 360 183,200.00 6.750 20061101 SFR 1,188.23 182,883.65 6.750 Owner Occupied CashOut Refi 229,000.00 358 20061201 0.250 0.030 6.470 Full FIXED XXXXXXXXX XXXX XX 00000 360 186,400.00 8.000 20061001 SFR 1,367.74 186,017.74 8.000 Investment CashOut Refi 233,000.00 357 20061201 0.250 0.030 7.720 Stated FIXED XXXXXXX XX 00000 360 188,000.00 8.375 20061101 SFR 1,428.94 187,765.47 8.375 Investment Purchase 235,000.00 358 20061201 0.250 0.030 8.095 Xxxxxxx Xx Xxx XXXXX XXXXX XXX XXXXX XX 00000 360 188,000.00 7.750 20061001 2-FAMILY 1,346.86 187,599.35 7.750 Investment CashOut Refi 235,000.00 357 20061201 0.250 0.030 7.470 Express No Doc FIXED XXXXXXXX XX 00000 360 192,000.00 7.375 20061101 PUD 1,326.10 191,706.90 7.375 Owner Occupied Purchase 240,000.00 358 20061201 0.250 0.030 7.095 SISA FIXED XXXXXXX XX 00000 360 192,000.00 6.875 20061101 SFR 1,261.30 191,639.57 6.875 Owner Occupied Purchase 240,000.00 358 20061201 0.250 0.030 6.595 Stated FIXED XXXXXXXXX XX 00000 360 210,000.00 7.000 20061101 SFR 1,397.14 209,654.72 7.000 Owner Occupied CashOut Refi 300,000.00 358 20061201 0.250 0.030 6.720 Express No Doc FIXED XXXX XXXXXX XXXX XX 00000 360 212,000.00 6.875 20061001 SFR 1,392.69 211,462.61 6.875 Owner Occupied CashOut Refi 275,000.00 357 20061201 0.250 0.030 6.595 SISA 36 H FIXED XXXXX XXXXX XXXXXXX XX 00000 360 216,800.00 6.500 20061001 SFR 1,370.32 216,208.84 6.500 Owner Occupied CashOut Refi 271,000.00 357 20061201 0.250 0.030 6.220 Full FIXED XXXXXXX XXXX XX 00000 360 225,600.00 7.625 20061101 SFR 1,596.78 225,272.40 7.625 Owner Occupied Purchase 282,000.00 358 20061201 0.250 0.030 7.345 Stated 36 H FIXED XXXXXXX XX 00000 360 226,880.00 7.500 20061001 4-FAMILY 1,586.38 226,371.70 7.500 Investment Purchase 283,600.00 357 20061201 0.250 0.030 7.220 Full FIXED XXXXXXX XX 00000 360 228,550.00 7.750 20061101 PUD 1,637.36 228,226.34 7.750 Owner Occupied Purchase 253,944.00 358 20061201 0.250 0.030 6.630 0.84 PMI - LENDER PAID 30 Express No Doc FIXED XXXXXXXXXX XX 00000 360 236,000.00 6.750 20061101 SFR 1,530.69 235,592.48 6.750 Owner Occupied Purchase 295,000.00 358 20061201 0.250 0.030 6.470 Express Verified Assets FIXED XXXXXX XX 00000 360 236,700.00 7.875 20061101 SFR 1,716.24 236,373.13 7.875 Owner Occupied CashOut Refi 263,000.00 358 20061201 0.250 0.030 6.405 1.19 PMI - LENDER PAID 25 SISA 36 H FIXED PAWTUCKET RI 2860 360 240,000.00 7.250 20061101 3-FAMILY 1,637.22 239,624.43 7.250 Owner Occupied CashOut Refi 307,692.00 358 20061201 0.250 0.030 6.970 Express Verified Assets FIXED XXXX XX 00000 360 246,000.00 7.000 20061101 4-FAMILY 1,636.64 245,595.54 7.000 Investment Purchase 330,000.00 358 20061201 0.250 0.030 6.720 Stated FIXED XXXXXXX XXXXX XX 00000 360 251,750.00 6.625 20061001 SFR 1,611.98 251,079.96 6.625 Owner Occupied Purchase 336,000.00 357 20061201 0.250 0.030 6.345 SISA FIXED XXXXXXXXXX XX 00000 360 254,400.00 7.375 20061101 SFR 1,757.08 254,011.65 7.375 Owner Occupied Purchase 318,000.00 358 20061201 0.250 0.030 7.095 Express Verified Assets FIXED XXXXXXX XX 00000 360 258,000.00 7.625 20061001 SFR 1,826.11 257,436.23 7.625 Owner Occupied CashOut Refi 322,500.00 357 20061201 0.250 0.030 7.345 Stated FIXED XXXXX XXX XX 00000 360 260,000.00 7.500 20061101 CONDO 1,817.96 259,613.67 7.500 Owner Occupied Purchase 325,000.00 358 20061201 0.250 0.030 7.220 Express Verified Assets 36 H FIXED XXXXXXX XX 00000 360 260,000.00 7.500 20061001 SFR 1,817.96 259,417.49 7.500 Owner Occupied CashOut Refi 325,000.00 357 20061201 0.250 0.030 7.220 Stated FIXED XXXXXXXXXXX XX 00000 360 260,700.00 7.250 20061101 PUD 1,778.43 260,292.03 7.250 Investment Purchase 325,875.00 358 20061201 0.250 0.030 6.970 Full FIXED XXXX XX 00000 360 268,000.00 6.500 20061101 SFR 1,693.94 267,514.14 6.500 Owner Occupied Purchase 335,000.00 358 20061201 0.250 0.030 6.220 Full FIXED XXXXXXXX XX 00000 360 272,000.00 7.750 20061101 PUD 1,948.64 271,614.82 7.750 Owner Occupied CashOut Refi 340,000.00 358 20061201 0.250 0.030 7.470 Stated FIXED XXXXXX XX 00000 360 275,200.00 6.875 20061001 SFR 1,807.87 273,870.61 6.875 Owner Occupied Purchase 345,000.00 357 20061201 0.250 0.030 6.595 Stated FIXED XXXXXXX XX 00000 360 278,000.00 7.250 20061101 PUD 1,896.45 277,564.95 7.250 Owner Occupied Purchase 413,000.00 358 20061201 0.250 0.030 6.970 Stated FIXED XXXXXX XX 00000 360 285,000.00 7.750 20061101 3-FAMILY 2,041.77 284,596.41 7.750 Owner Occupied CashOut Refi 498,000.00 358 20061201 0.250 0.030 7.470 Express No Doc FIXED XXXXXXXX XX 00000 360 285,600.00 7.250 20061101 2-FAMILY 1,948.30 285,153.05 7.250 Investment Purchase 357,000.00 358 20061201 0.250 0.030 6.970 Stated 36 H FIXED XXXXXXXXXXXX XX 00000 360 288,000.00 8.125 20061001 2-FAMILY 2,138.39 287,430.11 8.125 Investment CashOut Refi 369,231.00 357 20061201 0.250 0.030 7.845 Express Verified Assets FIXED XXXXXXX XXXXXX XX 00000 360 308,000.00 7.500 20061101 PUD 2,153.58 307,541.41 7.500 Investment Purchase 385,000.00 358 20061201 0.250 0.030 7.220 Full FIXED XXXXXXX XX 00000 360 312,000.00 6.500 20061001 SFR 1,972.05 311,149.26 6.500 Owner Occupied CashOut Refi 390,000.00 357 20061201 0.250 0.030 6.220 Stated 36 H FIXED XXXXXXXX XX 00000 360 315,811.00 8.125 20061101 PUD 2,344.89 315,396.42 8.125 Owner Occupied Purchase 332,433.00 358 20061201 0.250 0.030 6.245 1.6 PMI - LENDER PAID 30 SISA 12 H FIXED XXXXXXXXXX XX 00000 360 318,000.00 7.375 20061001 SFR 2,196.35 317,269.60 7.375 Owner Occupied CashOut Refi 425,000.00 357 20061201 0.250 0.030 7.095 NINA FIXED X XXXXXXXXXXX XX 00000 360 328,250.00 8.250 20061101 PUD 2,466.03 327,829.94 8.250 Owner Occupied Purchase 345,526.00 358 20061201 0.250 0.030 7.970 RADIAN - BORROWER PAID 30 Express No Doc FIXED XXXXXX XXXXXXX XX 00000 360 332,000.00 7.375 20061001 2-FAMILY 2,293.04 331,237.46 7.375 Owner Occupied CashOut Refi 415,000.00 357 20061201 0.250 0.030 7.095 Stated FIXED XXXXXXXXXX XX 00000 360 332,500.00 7.500 20061101 CONDO 2,324.89 331,864.20 7.500 Owner Occupied Purchase 350,000.00 358 20061201 0.250 0.030 5.560 1.66 PMI - LENDER PAID 30 Express Verified Assets FIXED XXXXXXX XX 00000 360 340,000.00 7.000 20061101 SFR 2,262.03 339,369.90 7.000 Owner Occupied CashOut Refi 425,000.00 358 20061201 0.250 0.030 6.720 Stated FIXED XXXXXX XX 00000 360 357,000.00 6.875 20061101 SFR 2,345.24 356,398.42 6.875 Owner Occupied Rate Refi 410,345.00 358 20061201 0.250 0.030 5.825 0.77 PMI - LENDER PAID 25 Express No Doc FIXED XXXX XXXX XXXXX XX 00000 360 360,000.00 6.875 20061101 PUD 2,364.94 359,393.39 6.875 Owner Occupied CashOut Refi 450,000.00 358 20061201 0.250 0.030 6.595 SISA FIXED XXXXXXX XX 00000 360 364,000.00 7.250 20061101 SFR 2,483.12 363,430.36 7.250 Owner Occupied CashOut Refi 520,000.00 358 20061201 0.250 0.030 6.970 Express Verified Assets FIXED XXXXXXX XX 0000 360 378,000.00 7.250 20061001 2-FAMILY 2,578.63 377,110.01 7.250 Investment CashOut Refi 540,000.00 357 20061201 0.250 0.030 6.970 SISA FIXED XXX XXXXX XX 00000 360 380,000.00 6.875 20061001 PUD 2,496.33 378,835.86 6.875 Owner Occupied Purchase 542,857.00 357 20061201 0.250 0.030 6.595 Stated FIXED XXXXXXX XX 00000 360 380,000.00 7.250 20061101 SFR 2,592.27 379,405.33 7.250 Owner Occupied CashOut Refi 567,164.00 358 20061201 0.250 0.030 6.970 SISA FIXED XXXXXX XXXXXXX XX 00000 360 384,000.00 8.125 20061101 2-FAMILY 2,851.19 383,495.92 8.125 Investment Purchase 750,000.00 358 20061201 0.250 0.030 7.845 SISA FIXED XXXXXXXXX XX 00000 360 405,000.00 7.000 20061101 SFR 2,694.48 404,334.10 7.000 Owner Occupied CashOut Refi 547,297.00 358 20061201 0.250 0.030 6.720 SISA FIXED XXXXXXX XX 00000 360 408,000.00 7.250 20061001 SFR 2,783.28 407,039.38 7.250 2nd Home CashOut Refi 510,000.00 357 20061201 0.250 0.030 6.970 Express Verified Assets FIXED XXXXXX XXXX XX 00000 360 416,000.00 6.750 20061001 2-FAMILY 2,698.17 414,919.44 6.750 Owner Occupied CashOut Refi 520,000.00 357 20061201 0.250 0.030 6.470 SISA FIXED XXX XXXXX XX 00000 360 417,000.00 8.375 20061001 SFR 3,169.50 416,216.99 8.375 2nd Home CashOut Refi 680,000.00 357 20061201 0.250 0.030 8.095 Express Verified Assets FIXED XXX XXXXXXX XX 00000 360 51,800.00 8.875 20060901 SFR 383.1 51,800.00 8.875 Investment Rate Refi 74,000.00 356 20061201 0.250 0.030 8.595 Express No Doc 60 H FIXED XXXXXXXXXXXXXX XX 00000 360 54,000.00 7.875 20061101 SFR 354.38 54,000.00 7.875 Investment CashOut Refi 90,000.00 358 20061201 0.250 0.030 7.595 Express No Doc FIXED XXXX XXXXX XX 00000 360 56,000.00 8.875 20061101 SFR 414.17 56,000.00 8.875 Investment Rate Refi 70,000.00 358 20061201 0.250 0.030 8.595 Express No Doc FIXED XXXXXXXX XX 00000 360 56,000.00 7.375 20061101 SFR 344.17 55,999.46 7.375 Investment CashOut Refi 70,000.00 358 20061201 0.250 0.030 7.095 Stated FIXED XXXX XX 00000 360 56,250.00 8.375 20061101 SFR 392.58 56,250.00 8.375 Investment CashOut Refi 75,000.00 358 20061201 0.250 0.030 8.095 Stated FIXED XXXXXXXX XX 00000 360 63,800.00 7.875 20061001 4-FAMILY 418.69 63,800.00 7.875 Investment Purchase 81,795.00 357 20061201 0.250 0.030 7.595 Express Verified Assets FIXED XXXX XX 00000 360 64,000.00 7.625 20061101 SFR 406.67 63,999.79 7.625 Investment CashOut Refi 80,000.00 358 20061201 0.250 0.030 7.345 SISA FIXED XXXXXXX XX 00000 360 67,200.00 7.000 20061101 SFR 392 67,200.00 7.000 Owner Occupied Purchase 90,000.00 358 20061201 0.250 0.030 6.720 Stated FIXED XXXXXXXXX XX 00000 360 68,000.00 7.500 20061001 SFR 425 67,894.66 7.500 Investment CashOut Refi 85,000.00 357 20061201 0.250 0.030 7.220 Stated FIXED XXXXXX XX 00000 360 72,000.00 8.875 20061101 SFR 532.5 71,964.87 8.875 Investment CashOut Refi 90,000.00 358 20061201 0.250 0.030 8.595 Stated FIXED XXXXXXXX XX 00000 360 75,000.00 8.375 20061001 PUD 523.44 75,000.00 8.375 Owner Occupied CashOut Refi 340,000.00 357 20061201 0.250 0.030 8.095 Express No Doc FIXED XXXXX XX 00000 360 75,000.00 7.875 20061001 SFR 492.19 75,000.00 7.875 Investment CashOut Refi 94,937.00 357 20061201 0.250 0.030 7.595 SISA FIXED XXXXXXXX XX 00000 360 85,000.00 6.750 20061101 PUD 478.13 85,000.00 6.750 Owner Occupied Purchase 235,000.00 358 20061201 0.250 0.030 6.470 Express No Doc 36 H FIXED XXXXX XX 00000 360 87,500.00 7.875 20061101 SFR 574.22 87,500.00 7.875 Investment CashOut Refi 130,000.00 358 20061201 0.250 0.030 7.595 Stated FIXED XXXXXX XXXXXX XX 00000 360 88,000.00 7.875 20061101 SFR 577.5 88,000.00 7.875 Investment CashOut Refi 112,821.00 358 20061201 0.250 0.030 7.595 Stated FIXED XXXXXXXXX XX 00000 360 88,000.00 8.125 20061101 SFR 595.83 88,000.00 8.125 Investment CashOut Refi 110,000.00 358 20061201 0.250 0.030 7.845 Stated 36 H FIXED XXXXXXXXXXX XX 00000 360 89,600.00 8.875 20061101 SFR 662.67 89,600.00 8.875 Owner Occupied Purchase 112,000.00 358 20061201 0.250 0.030 8.595 Stated FIXED XXXXXXX XXXXXXX XX 00000 360 92,000.00 6.750 20061001 SFR 517.5 92,000.00 6.750 Owner Occupied CashOut Refi 115,000.00 357 20061201 0.250 0.030 6.470 Stated 36 H FIXED XXXXX XX 00000 360 93,000.00 8.875 20061101 CONDO 687.81 93,000.00 8.875 Owner Occupied CashOut Refi 136,765.00 358 20061201 0.250 0.030 8.595 Stated FIXED XXXXXXX XX 00000 360 94,400.00 9.000 20061101 SFR 708 94,400.00 9.000 Investment CashOut Refi 118,000.00 358 20061201 0.250 0.030 8.720 SISA 24 H FIXED XXXXX XX 00000 360 94,500.00 7.875 20061101 SFR 620.16 94,500.00 7.875 Investment CashOut Refi 150,000.00 358 20061201 0.250 0.030 7.595 Stated FIXED XXXXXXXXX XX 00000 360 94,500.00 8.000 20061101 SFR 630 94,500.00 8.000 Owner Occupied CashOut Refi 105,000.00 358 20061201 0.250 0.030 6.210 1.51 PMI - LENDER PAID 25 Stated FIXED XXXXXXXXXX XX 00000 360 94,800.00 8.250 20061101 SFR 651.75 94,800.00 8.250 Owner Occupied Purchase 118,500.00 358 20061201 0.250 0.030 7.970 Stated FIXED XXXXXXXXX XX 00000 360 95,000.00 7.625 20061101 SFR 603.65 94,998.49 7.625 Owner Occupied CashOut Refi 128,378.00 358 20061201 0.250 0.030 7.345 SISA 12 H FIXED XXXX XXXXX XX 00000 360 95,900.00 6.875 20061101 SFR 549.43 95,900.00 6.875 Investment Purchase 119,875.00 358 20061201 0.250 0.030 6.595 Full 12 H FIXED XXXXXXXXXX XX 00000 360 97,340.00 8.125 20061001 SFR 659.07 97,324.21 8.125 Owner Occupied Purchase 121,675.00 357 20061201 0.250 0.030 7.845 Express No Doc FIXED XXXXXX XX 00000 360 97,600.00 7.500 20061101 SFR 610 97,600.00 7.500 Owner Occupied Purchase 122,000.00 358 20061201 0.250 0.030 7.220 Stated FIXED XXXXXXX XX 00000 360 103,200.00 7.250 20061101 CONDO 623.5 103,200.00 7.250 Owner Occupied CashOut Refi 129,000.00 358 20061201 0.250 0.030 6.970 Stated FIXED XXXXXXX XX 00000 360 104,800.00 7.250 20061101 SFR 633.17 104,800.00 7.250 Owner Occupied Rate Refi 131,000.00 358 20061201 0.250 0.030 6.970 Stated FIXED XXXXXXXXX XX 00000 360 109,050.00 7.750 20061001 PUD 704.28 109,050.00 7.750 Owner Occupied Purchase 155,786.00 357 20061201 0.250 0.030 7.470 Express No Doc FIXED XXXXX XXXXX XX 00000 360 110,000.00 7.500 20061101 SFR 687.5 110,000.00 7.500 Investment Purchase 137,500.00 358 20061201 0.250 0.030 7.220 Express Verified Assets FIXED XXXXXXXXXX XX 00000 360 115,200.00 7.500 20061001 SFR 720 115,200.00 7.500 Investment CashOut Refi 144,000.00 357 20061201 0.250 0.030 7.220 FISA FIXED XXXXXXXXXXXXX XX 00000 360 116,000.00 7.500 20061101 SFR 725 116,000.00 7.500 2nd Home Purchase 145,000.00 358 20061201 0.250 0.030 7.220 Stated FIXED XXXXXX XX 00000 360 116,720.00 6.875 20061001 PUD 668.71 116,720.00 6.875 Owner Occupied Purchase 145,900.00 357 20061201 0.250 0.030 6.595 Express Verified Assets FIXED XXXXXXX XX 00000 360 119,200.00 7.250 20061101 SFR 720.17 119,200.00 7.250 Owner Occupied CashOut Refi 149,000.00 358 20061201 0.250 0.030 6.970 Full FIXED XXXX XXXXXX XX 00000 360 120,000.00 7.250 20061101 CONDO 725 120,000.00 7.250 Investment Purchase 150,000.00 358 20061201 0.250 0.030 6.970 Express Verified Assets 12 H FIXED XXXXXXXXXXX XX 00000 360 121,793.00 7.375 20061101 SFR 748.52 121,674.66 7.375 Investment Purchase 173,990.00 358 20061201 0.250 0.030 7.095 Express No Doc FIXED XXXXXXXX XX 00000 360 123,900.00 7.500 20061101 PUD 774.38 123,900.00 7.500 Owner Occupied Purchase 154,875.00 358 20061201 0.250 0.030 7.220 Stated FIXED XXXXXXXX XX 00000 360 128,000.00 6.875 20061001 SFR 733.33 128,000.00 6.875 Owner Occupied CashOut Refi 160,000.00 357 20061201 0.250 0.030 6.595 Stated FIXED XXXXXXXXXXX XX 00000 360 130,400.00 7.625 20061101 SFR 828.58 130,400.00 7.625 Owner Occupied Purchase 163,000.00 358 20061201 0.250 0.030 7.345 Stated FIXED XXXXXXXX XX 00000 360 132,500.00 7.000 20061101 SFR 772.92 132,500.00 7.000 Owner Occupied CashOut Refi 283,000.00 358 20061201 0.250 0.030 6.720 FISA 24 H FIXED XXXXXXXX XXXXXXX XX 00000 360 134,000.00 7.125 20061001 SFR 795.63 134,000.00 7.125 Owner Occupied CashOut Refi 167,500.00 357 20061201 0.250 0.030 6.845 Stated FIXED XXXXXXXXX XX 00000 360 134,091.00 7.250 20061001 PUD 810.13 134,091.00 7.250 Owner Occupied Purchase 167,614.00 357 20061201 0.250 0.030 6.970 Stated FIXED XXXXXXX XXXXX XX 00000 360 135,920.00 7.375 20061101 3-FAMILY 835.34 135,920.00 7.375 Investment Purchase 180,000.00 358 20061201 0.250 0.030 7.095 Stated FIXED XXXXXX XX 00000 360 136,000.00 6.875 20061101 PUD 779.17 136,000.00 6.875 Owner Occupied CashOut Refi 170,000.00 358 20061201 0.250 0.030 6.595 Full FIXED XXXXXXXXXX XX 00000 360 136,000.00 7.375 20061101 SFR 835.83 136,000.00 7.375 Owner Occupied Purchase 170,000.00 358 20061201 0.250 0.030 7.095 Full FIXED XXXXXXXXX XX 00000 360 136,288.00 7.500 20061001 PUD 851.8 136,288.00 7.500 Owner Occupied Purchase 170,360.00 357 20061201 0.250 0.030 7.220 Express Verified Assets FIXED XXXX XXXXXX XXXX XX 00000 360 139,584.00 7.250 20061101 CONDO 843.32 139,584.00 7.250 Investment Purchase 174,480.00 358 20061201 0.250 0.030 6.970 Express Verified Assets 12 H FIXED XXXXXX XX 00000 360 140,000.00 7.375 20061001 SFR 860.42 140,000.00 7.375 Owner Occupied CashOut Refi 175,000.00 357 20061201 0.250 0.030 7.095 Stated FIXED XXXXXX XX 00000 360 140,000.00 7.875 20061101 SFR 918.75 140,000.00 7.875 Owner Occupied CashOut Refi 177,215.00 358 20061201 0.250 0.030 7.595 Stated FIXED XXXXXXXXX XX 0000 360 141,500.00 7.000 20061101 CONDO 825.42 141,230.73 7.000 Owner Occupied Purchase 148,947.00 358 20061201 0.250 0.030 5.360 1.36 PMI - LENDER PAID 35 Full FIXED XXXX XXXXX XX 00000 360 148,000.00 8.125 20061101 SFR 1,002.08 148,000.00 8.125 Investment Rate Refi 185,000.00 358 20061201 0.250 0.030 7.845 Stated 24 H FIXED XXXXXXXXXX XX 00000 360 150,256.00 7.250 20061001 PUD 907.8 150,256.00 7.250 2nd Home Purchase 188,100.00 357 20061201 0.250 0.030 6.970 Stated FIXED XXXXX XXX XX 00000 360 152,000.00 7.250 20061101 SFR 918.33 152,000.00 7.250 Owner Occupied Purchase 193,000.00 358 20061201 0.250 0.030 6.970 Full FIXED XXXXXXX XX 0000 360 152,000.00 7.750 20061101 SFR 981.67 151,681.67 7.750 Investment Purchase 200,000.00 358 20061201 0.250 0.030 7.470 SISA FIXED XXXXXXXXX XX 00000 360 152,250.00 7.250 20061101 CONDO 919.84 152,250.00 7.250 Investment Purchase 217,500.00 358 20061201 0.250 0.030 6.970 Express Verified Assets FIXED XXXXXXXXX XX 00000 360 153,232.00 7.250 20061001 PUD 925.78 153,232.00 7.250 Owner Occupied Purchase 191,540.00 357 20061201 0.250 0.030 6.970 Express Verified Assets FIXED XXXXXXXXXXX XX 00000 360 155,920.00 6.875 20061101 SFR 893.29 155,881.00 6.875 Owner Occupied Purchase 194,900.00 358 20061201 0.250 0.030 6.595 Stated FIXED XXXXXX XXXXX XX 00000 360 157,520.00 7.500 20061001 PUD 984.5 157,520.00 7.500 2nd Home Purchase 196,900.00 357 20061201 0.250 0.030 7.220 Stated FIXED XXXX XXXX XXXX XX 00000 360 159,120.00 6.750 20061101 SFR 895.05 159,120.00 6.750 Owner Occupied Purchase 198,900.00 358 20061201 0.250 0.030 6.470 Full FIXED XXXXXXXXXX XX 00000 360 159,300.00 7.250 20061101 PUD 962.44 159,300.00 7.250 Investment Purchase 199,125.00 358 20061201 0.250 0.030 6.970 Stated FIXED XXXX XXX XX 00000 360 160,800.00 7.875 20061101 SFR 1,055.25 160,762.90 7.875 Investment CashOut Refi 201,000.00 358 20061201 0.250 0.030 7.595 Express Verified Assets FIXED XXXXX XXXX XX 00000 360 161,250.00 7.875 20061001 CONDO 1,058.20 161,250.00 7.875 Investment CashOut Refi 215,000.00 357 20061201 0.250 0.030 7.595 SISA FIXED XXXXXXXXXX XXXXX XX 00000 360 161,500.00 8.375 20061101 CONDO 1,127.14 161,500.00 8.375 Owner Occupied Rate Refi 170,000.00 358 20061201 0.250 0.030 5.995 2.1 PMI - LENDER PAID 30 SISA 24 H FIXED XXXXXXXXXXX XX 00000 360 168,000.00 7.250 20061001 SFR 1,015.00 168,000.00 7.250 Investment CashOut Refi 210,000.00 357 20061201 0.250 0.030 6.970 SISA 60 H FIXED XXXXXXXXX XXXXX XX 00000 360 168,000.00 8.375 20061101 SFR 1,172.50 168,000.00 8.375 Owner Occupied Purchase 210,000.00 358 20061201 0.250 0.030 8.095 SISA FIXED XXXXXXXX XX 00000 360 169,000.00 8.000 20061101 SFR 1,126.67 169,000.00 8.000 Investment Purchase 227,000.00 358 20061201 0.250 0.030 7.720 Express Verified Assets FIXED XXXXXXXX XX 00000 360 171,200.00 7.125 20061101 PUD 1,016.50 171,200.00 7.125 Owner Occupied CashOut Refi 225,000.00 358 20061201 0.250 0.030 6.845 SISA FIXED X XXXXXXXXXX XX 00000 360 172,500.00 6.750 20061101 SFR 970.31 172,500.00 6.750 Owner Occupied CashOut Refi 230,000.00 358 20061201 0.250 0.030 6.470 SISA FIXED XXXXXXXX XX 00000 360 172,980.00 6.875 20061101 PUD 991.03 172,980.00 6.875 Owner Occupied Purchase 216,225.00 358 20061201 0.250 0.030 6.595 Full FIXED XXXXXXXXXXXX XX 00000 360 173,100.00 6.500 20061101 CONDO 937.63 173,100.00 6.500 Owner Occupied Purchase 216,375.00 358 20061201 0.250 0.030 6.220 Stated FIXED XXX XXXXX XX 00000 360 176,000.00 7.750 20061001 SFR 1,136.67 176,000.00 7.750 2nd Home Purchase 220,000.00 357 20061201 0.250 0.030 7.470 SISA FIXED XXXXXXXX XX 00000 360 176,000.00 7.125 20061101 SFR 1,045.00 175,876.00 7.125 Owner Occupied Purchase 228,000.00 358 20061201 0.250 0.030 6.845 Stated FIXED XXXXXXXXX XX 00000 360 182,300.00 6.750 20061101 SFR 1,025.44 182,300.00 6.750 Owner Occupied Purchase 227,900.00 358 20061201 0.250 0.030 6.470 Stated 60 H FIXED XXXXXXXX XX 00000 360 183,200.00 7.375 20061101 PUD 1,125.92 183,071.95 7.375 Owner Occupied Purchase 240,000.00 358 20061201 0.250 0.030 7.095 Express No Doc FIXED XXXXXX XX 00000 360 184,000.00 7.000 20061101 2-FAMILY 1,073.33 183,434.22 7.000 Investment Rate Refi 230,000.00 358 20061201 0.250 0.030 6.720 Express No Doc FIXED XXXXXX XX 00000 360 185,600.00 7.000 20061001 PUD 1,082.67 185,600.00 7.000 Owner Occupied Purchase 232,000.00 357 20061201 0.250 0.030 6.720 Stated FIXED XXXX XXXXX XX 00000 360 187,500.00 7.625 20061101 CONDO 1,191.41 187,500.00 7.625 Investment Purchase 255,000.00 358 20061201 0.250 0.030 7.345 Stated FIXED XXXXXXXX XX 00000 360 190,000.00 6.750 20061101 SFR 1,068.75 190,000.00 6.750 Owner Occupied CashOut Refi 330,000.00 358 20061201 0.250 0.030 6.470 Express No Doc FIXED XXXXXXXXX XX 00000 360 190,400.00 7.500 20061101 SFR 1,190.00 190,400.00 7.500 Owner Occupied CashOut Refi 238,000.00 358 20061201 0.250 0.030 7.220 Stated FIXED XXXXXXX XX 00000 360 192,000.00 8.250 20061101 SFR 1,320.00 192,000.00 8.250 Investment Purchase 244,000.00 358 20061201 0.250 0.030 7.970 SISA FIXED XXXXXXXXX XX 00000 360 192,500.00 6.500 20061101 PUD 1,042.71 192,288.79 6.500 Owner Occupied Purchase 277,000.00 358 20061201 0.250 0.030 6.220 Full FIXED XXXXXX XXXXXX XX 00000 360 195,200.00 6.875 20061101 PUD 1,118.33 195,200.00 6.875 Owner Occupied Purchase 244,000.00 358 20061201 0.250 0.030 6.595 Express Verified Assets FIXED XXXXXXX XX 0000 360 197,000.00 6.625 20061001 SFR 1,087.60 197,000.00 6.625 Owner Occupied CashOut Refi 322,000.00 357 20061201 0.250 0.030 6.345 SISA 36 H FIXED XXXXXXX XX 00000 360 199,920.00 7.375 20061001 SFR 1,228.68 199,660.33 7.375 Owner Occupied Purchase 249,900.00 357 20061201 0.250 0.030 7.095 Full FIXED XXXXXXXXXX XX 00000 360 200,000.00 7.625 20061001 PUD 1,270.83 200,000.00 7.625 Owner Occupied CashOut Refi 250,000.00 357 20061201 0.250 0.030 7.345 Express No Doc FIXED XXXXX XXXX XXXXX XX 00000 360 200,000.00 7.875 20061101 CONDO 1,312.50 200,000.00 7.875 Investment CashOut Refi 250,000.00 358 20061201 0.250 0.030 7.595 Express No Doc FIXED XXXXXXX XX 00000 360 200,000.00 8.125 20061001 SFR 1,354.17 200,000.00 8.125 Owner Occupied CashOut Refi 250,000.00 357 20061201 0.250 0.030 7.845 Stated FIXED XXXXXX XX 00000 360 204,000.00 6.875 20061101 SFR 1,168.75 203,768.75 6.875 Owner Occupied Rate Refi 255,000.00 358 20061201 0.250 0.030 6.595 Stated FIXED XXXXXXXXXX XX 00000 360 204,000.00 7.250 20061101 CONDO 1,232.50 204,000.00 7.250 Owner Occupied Purchase 275,000.00 358 20061201 0.250 0.030 6.970 Stated FIXED XXXX XXXX XX 0000 360 204,500.00 6.875 20061101 SFR 1,171.61 204,500.00 6.875 Owner Occupied Rate Refi 215,263.00 358 20061201 0.250 0.030 5.715 0.88 PMI - LENDER PAID 30 FISA FIXED XXXX XX 00000 360 205,600.00 7.125 20061101 PUD 1,220.75 205,600.00 7.125 Owner Occupied Purchase 268,000.00 358 20061201 0.250 0.030 6.845 Express Verified Assets FIXED XXXXX XX 00000 360 205,600.00 7.250 20061101 PUD 1,242.17 205,600.00 7.250 Owner Occupied Purchase 262,000.00 358 20061201 0.250 0.030 6.970 Express Verified Assets 36 H FIXED XXXXXX XX 00000 360 207,200.00 7.500 20061101 SFR 1,295.00 207,200.00 7.500 Owner Occupied Purchase 259,000.00 358 20061201 0.250 0.030 7.220 Stated FIXED XXXXXX XXXXXXX XX 00000 360 212,000.00 7.125 20061101 SFR 1,258.75 211,638.75 7.125 Investment Purchase 265,000.00 358 20061201 0.250 0.030 6.845 Stated FIXED XXXX XXXX XXXXX XX 00000 360 212,000.00 7.250 20061101 SFR 1,280.83 212,000.00 7.250 Investment Purchase 275,000.00 358 20061201 0.250 0.030 6.970 SISA FIXED XXXXX XXX XXXXX XX 00000 360 212,000.00 6.750 20061101 SFR 1,192.50 212,000.00 6.750 Owner Occupied Purchase 265,000.00 358 20061201 0.250 0.030 6.470 Express Verified Assets 60 H FIXED XXXXXXXX XX 00000 360 212,000.00 7.375 20061001 4-FAMILY 1,302.92 212,000.00 7.375 Investment Purchase 265,000.00 357 20070101 0.250 0.030 7.095 Stated FIXED XXXXXX XX 00000 360 216,000.00 7.375 20061101 SFR 1,327.50 215,719.78 7.375 Owner Occupied CashOut Refi 270,000.00 358 20061201 0.250 0.030 7.095 SISA FIXED XXXX XX 00000 360 216,000.00 7.875 20061001 SFR 1,417.50 216,000.00 7.875 Owner Occupied Purchase 275,000.00 357 20061201 0.250 0.030 7.595 Stated FIXED XXXXXXXXXX XX 00000 360 220,000.00 7.500 20061101 SFR 1,375.00 219,661.88 7.500 Owner Occupied Purchase 275,000.00 358 20061201 0.250 0.030 7.220 SISA FIXED XXXXXXXX XX 00000 360 220,000.00 6.875 20061101 SFR 1,260.42 220,000.00 6.875 Owner Occupied Rate Refi 278,481.00 358 20061201 0.250 0.030 6.595 Full 36 H FIXED XXXXXXXX XX 00000 360 220,000.00 7.125 20061001 SFR 1,306.25 219,469.07 7.125 Owner Occupied Purchase 277,000.00 357 20061201 0.250 0.030 6.845 Express Verified Assets FIXED XXXXXX XX 00000 360 222,000.00 7.375 20061001 SFR 1,364.38 222,000.00 7.375 Owner Occupied CashOut Refi 340,000.00 357 20061201 0.250 0.030 7.095 Express Verified Assets FIXED XXXXXXXXX XX 00000 360 222,400.00 7.625 20061101 SFR 1,413.17 222,400.00 7.625 Owner Occupied CashOut Refi 278,000.00 358 20061201 0.250 0.030 7.345 Express Verified Assets 60 H FIXED XXXX XX 00000 360 225,000.00 8.000 20061001 PUD 1,500.00 225,000.00 8.000 Investment Purchase 300,000.00 357 20061201 0.250 0.030 7.720 Express No Doc FIXED XXXXXXXXXXX XX 00000 360 228,000.00 7.750 20061101 PUD 1,472.50 228,000.00 7.750 Owner Occupied CashOut Refi 285,000.00 358 20061201 0.250 0.030 7.470 Full FIXED XXXXXXXX XX 00000 360 228,200.00 7.125 20061101 SFR 1,354.94 224,942.10 7.125 Owner Occupied CashOut Refi 326,000.00 358 20061201 0.250 0.030 6.845 Express Verified Assets 60 H FIXED XXXXXXX XXXXX XX 00000 360 228,800.00 6.875 20061001 PUD 1,310.83 228,800.00 6.875 Owner Occupied Rate Refi 286,000.00 357 20061201 0.250 0.030 6.595 SISA 36 H FIXED XXXXXXXXXXXX XX 00000 360 229,500.00 7.750 20060801 SFR 1,482.19 229,500.00 7.750 Owner Occupied CashOut Refi 255,000.00 355 20061201 0.250 0.030 6.030 1.44 PMI - LENDER PAID 25 Express Verified Assets 60 H FIXED XXXXXXXX XX 00000 360 230,850.00 7.625 20061101 SFR 1,466.86 230,849.90 7.625 Owner Occupied Purchase 243,000.00 358 20061201 0.250 0.030 6.615 0.73 PMI - LENDER PAID 30 Express No Doc FIXED XXXXX XX 00000 360 231,200.00 7.000 20061101 SFR 1,348.67 231,200.00 7.000 Owner Occupied Purchase 289,000.00 358 20061201 0.250 0.030 6.720 Stated FIXED XXXXXX XXXXXXX XX 00000 360 232,000.00 6.875 20061101 PUD 1,329.17 232,000.00 6.875 Owner Occupied Purchase 290,000.00 358 20061201 0.250 0.030 6.595 Stated FIXED XXX XXXXX XX 00000 360 232,000.00 7.625 20061101 PUD 1,474.17 232,000.00 7.625 Investment Rate Refi 290,000.00 358 20061201 0.250 0.030 7.345 Stated FIXED XXXXXXXX XX 00000 360 232,000.00 7.250 20061101 CONDO 1,401.67 232,000.00 7.250 Owner Occupied Rate Refi 290,000.00 358 20061201 0.250 0.030 6.970 Stated 36 H FIXED XXXXXXX XX 00000 360 234,400.00 7.625 20061101 PUD 1,489.42 234,400.00 7.625 Owner Occupied Purchase 293,000.00 358 20061201 0.250 0.030 7.345 Express No Doc 36 H FIXED XXXXXXXXXX XX 00000 360 235,200.00 7.750 20061001 SFR 1,519.00 235,200.00 7.750 Investment Purchase 294,000.00 357 20061201 0.250 0.030 7.470 Stated FIXED XXXXXXXXXX XX 00000 360 237,200.00 7.250 20061101 SFR 1,433.08 237,200.00 7.250 Owner Occupied Purchase 296,500.00 358 20061201 0.250 0.030 6.970 Stated FIXED XXXXXXX XX 00000 360 238,000.00 7.500 20061101 SFR 1,487.50 238,000.00 7.500 Owner Occupied Purchase 297,500.00 358 20061201 0.250 0.030 7.220 Express Verified Assets FIXED XXXXXXXXXX XX 00000 360 240,000.00 7.125 20061001 SFR 1,425.00 239,831.26 7.125 Owner Occupied CashOut Refi 311,688.00 357 20061201 0.250 0.030 6.845 Express Verified Assets FIXED XXXXXXXXXX XX 00000 360 240,000.00 6.625 20061101 SFR 1,325.00 240,000.00 6.625 Owner Occupied CashOut Refi 300,000.00 358 20061201 0.250 0.030 6.345 Express Verified Assets FIXED XXXXXXXXXXX XX 00000 360 243,000.00 7.500 20061101 CONDO 1,518.75 243,000.00 7.500 Owner Occupied Purchase 270,000.00 358 20061201 0.250 0.030 6.450 0.77 PMI - LENDER PAID 25 Express No Doc FIXED XXXXXXXXXX XX 00000 360 244,000.00 7.375 20061101 SFR 1,499.58 243,655.92 7.375 Owner Occupied CashOut Refi 305,000.00 358 20061201 0.250 0.030 7.095 Stated FIXED XXXXXXXXX XX 00000 360 247,900.00 7.125 20061001 SFR 1,471.91 247,899.40 7.125 Owner Occupied Purchase 309,875.00 357 20061201 0.250 0.030 6.845 Stated FIXED XXXXXX XXXXX XX 00000 360 248,000.00 7.000 20061001 SFR 1,446.67 248,000.00 7.000 Owner Occupied Purchase 315,000.00 357 20061201 0.250 0.030 6.720 Stated FIXED XXXXXXXXXX XX 00000 360 248,000.00 7.000 20061001 CONDO 1,446.67 248,000.00 7.000 Owner Occupied Purchase 310,000.00 357 20061201 0.250 0.030 6.720 Full FIXED XXXXXX XX 00000 360 249,600.00 7.250 20061101 2-FAMILY 1,508.00 249,600.00 7.250 Owner Occupied Purchase 312,000.00 358 20061201 0.250 0.030 6.970 Express Verified Assets FIXED XXXXXXXXXXX XX 00000 360 250,000.00 6.750 20061101 SFR 1,406.25 250,000.00 6.750 Owner Occupied Purchase 542,000.00 358 20061201 0.250 0.030 6.470 Express Verified Assets FIXED XXXXXXXXX XX 00000 360 255,550.00 7.625 20061101 SFR 1,623.81 255,400.54 7.625 Owner Occupied Purchase 269,000.00 358 20061201 0.250 0.030 6.585 0.76 PMI - LENDER PAID 30 Express No Doc 36 H FIXED XXX XXXXXXXXXX XX 00000 360 258,000.00 6.875 20061001 SFR 1,478.13 258,000.00 6.875 Owner Occupied Purchase 322,500.00 357 20061201 0.250 0.030 6.595 Stated FIXED XXXXX XXXXXX XX 00000 360 258,400.00 7.250 20061001 SFR 1,561.17 258,400.00 7.250 Owner Occupied Purchase 323,000.00 357 20061201 0.250 0.030 6.970 Stated FIXED XXXXXXX XX 00000 360 259,000.00 7.500 20061001 SFR 1,618.75 259,000.00 7.500 Owner Occupied Rate Refi 602,326.00 357 20061201 0.250 0.030 7.220 SISA FIXED XXXXXXXX XX 0000 360 260,000.00 8.625 20061101 SFR 1,868.75 259,650.69 8.625 Owner Occupied Rate Refi 325,000.00 358 20061201 0.250 0.030 8.345 Stated FIXED XXXXXXXXXX XX 00000 360 260,000.00 6.875 20061001 SFR 1,489.58 260,000.00 6.875 Owner Occupied Purchase 327,500.00 357 20061201 0.250 0.030 6.595 Full FIXED XXXXXXXXXX XX 00000 360 262,400.00 7.500 20061101 PUD 1,640.00 262,400.00 7.500 Owner Occupied Purchase 328,000.00 358 20061201 0.250 0.030 7.220 Stated FIXED XXXXXXXX XX 00000 360 264,000.00 6.875 20061101 CONDO 1,512.50 264,000.00 6.875 Owner Occupied Purchase 330,000.00 358 20061201 0.250 0.030 6.595 Express Verified Assets FIXED XXXXXXXX XX 00000 360 267,300.00 8.125 20061101 CONDO 1,809.84 267,299.15 8.125 Owner Occupied Purchase 297,000.00 358 20061201 0.250 0.030 6.605 1.24 PMI - LENDER PAID 25 Stated FIXED XXXXXXX XX 00000 360 267,500.00 7.250 20061001 PUD 1,616.15 247,500.00 7.250 Owner Occupied CashOut Refi 725,000.00 357 20061201 0.250 0.030 6.970 Express No Doc FIXED XXXXXXXX XXXX XX 00000 360 268,000.00 8.250 20061101 SFR 1,842.50 267,997.50 8.250 Owner Occupied Purchase 340,000.00 358 20061201 0.250 0.030 7.970 Express Verified Assets FIXED XXXXX XXXXXXXX XX 00000 360 272,800.00 6.875 20061101 PUD 1,562.92 272,800.00 6.875 Owner Occupied CashOut Refi 342,000.00 358 20061201 0.250 0.030 6.595 Stated 36 H FIXED XXXXXXX XX 00000 360 280,000.00 6.750 20061101 PUD 1,575.00 280,000.00 6.750 Owner Occupied CashOut Refi 350,000.00 358 20061201 0.250 0.030 6.470 Express Verified Assets 36 H FIXED XXXX XXXXXXX XX 00000 360 280,000.00 6.625 20061101 SFR 1,545.83 280,000.00 6.625 Owner Occupied Rate Refi 350,000.00 358 20061201 0.250 0.030 6.345 Full FIXED XXXX XXXXX XX 00000 360 280,000.00 6.875 20061101 SFR 1,604.17 278,817.19 6.875 Owner Occupied CashOut Refi 518,519.00 358 20061201 0.250 0.030 6.595 SISA FIXED XXXXXXXXX XX 00000 360 284,000.00 7.000 20061101 SFR 1,656.67 284,000.00 7.000 Owner Occupied Purchase 355,000.00 358 20061201 0.250 0.030 6.720 Full FIXED XXXXXXX XX 00000 360 287,200.00 7.250 20061101 SFR 1,735.17 287,200.00 7.250 Owner Occupied CashOut Refi 359,000.00 358 20061201 0.250 0.030 6.970 SISA FIXED XXXXXXXX XX 00000 360 300,000.00 7.375 20061101 PUD 1,843.75 300,000.00 7.375 Investment Rate Refi 375,000.00 358 20061201 0.250 0.030 7.095 Stated FIXED XXXXXXXXXX XX 00000 360 301,700.00 7.625 20061001 PUD 1,917.05 301,700.00 7.625 Owner Occupied CashOut Refi 431,000.00 357 20061201 0.250 0.030 7.345 Express No Doc FIXED XXXXXXXXXX XX 00000 360 305,000.00 7.000 20061101 PUD 1,779.17 305,000.00 7.000 Owner Occupied CashOut Refi 389,000.00 358 20061201 0.250 0.030 6.720 Stated FIXED XXXXXXXXXX XX 00000 360 305,600.00 7.875 20061001 SFR 2,005.50 305,600.00 7.875 Investment Purchase 382,000.00 357 20061201 0.250 0.030 7.595 Express No Doc 36 H FIXED XXXXXXX XX 00000 360 312,000.00 7.125 20061001 SFR 1,852.50 312,000.00 7.125 Owner Occupied Purchase 390,000.00 357 20061201 0.250 0.030 6.845 Stated FIXED XXX XXXX XX 00000 360 313,000.00 7.375 20061101 SFR 1,923.65 313,000.00 7.375 Owner Occupied Rate Refi 638,776.00 358 20061201 0.250 0.030 7.095 Express No Doc FIXED METHUEN MA 1844 360 316,000.00 7.750 20061101 2-FAMILY 2,040.83 316,000.00 7.750 Owner Occupied Rate Refi 395,000.00 358 20061201 0.250 0.030 7.470 SISA FIXED XXXXX XXXXX XX 00000 360 320,000.00 6.875 20061101 CONDO 1,833.33 320,000.00 6.875 Owner Occupied CashOut Refi 605,000.00 358 20061201 0.250 0.030 6.595 Stated 12 H FIXED XXXXXXXX XX 00000 360 322,000.00 6.875 20061101 SFR 1,844.79 322,000.00 6.875 Owner Occupied CashOut Refi 402,500.00 358 20061201 0.250 0.030 6.595 Stated FIXED XXXXXXX XX 00000 360 325,000.00 7.500 20061101 SFR 2,031.25 325,000.00 7.500 Owner Occupied Purchase 525,000.00 358 20061201 0.250 0.030 7.220 Stated FIXED XXXXXXXXX XX 0000 360 325,000.00 6.625 20061001 3-FAMILY 1,794.27 323,209.00 6.625 Investment CashOut Refi 637,255.00 357 20061201 0.250 0.030 6.345 Express No Doc FIXED XXXX XX 00000 360 327,200.00 8.125 20061101 SFR 2,215.42 327,200.00 8.125 Investment Purchase 409,000.00 358 20061201 0.250 0.030 7.845 SISA FIXED XXXXX XXXXXX XX 00000 360 328,000.00 7.875 20061101 PUD 2,152.50 328,000.00 7.875 Owner Occupied Purchase 411,000.00 358 20061201 0.250 0.030 7.595 Stated FIXED XXXX XXXXXX XX 00000 360 330,000.00 6.500 20061101 SFR 1,787.50 329,540.74 6.500 Owner Occupied CashOut Refi 520,000.00 358 20061201 0.250 0.030 6.220 Stated 60 H FIXED XXXXXXXXXX XXXX XX 00000 360 332,000.00 7.875 20061001 PUD 2,178.75 332,000.00 7.875 Owner Occupied Purchase 510,769.00 357 20061201 0.250 0.030 7.595 Express No Doc FIXED XXXXXXXX XX 0000 360 335,000.00 7.625 20061101 SFR 2,128.65 334,285.46 7.625 Owner Occupied Purchase 380,682.00 358 20070101 0.250 0.030 6.155 1.19 PMI - LENDER PAID 25 Express Verified Assets FIXED XXXXXX XX 00000 360 336,000.00 7.000 20061101 2-FAMILY 1,960.00 336,000.00 7.000 Owner Occupied Purchase 420,000.00 358 20061201 0.250 0.030 6.720 Stated 60 H FIXED XXXX XXXXX XX 00000 360 338,140.00 7.250 20061101 PUD 2,042.93 338,140.00 7.250 Owner Occupied Purchase 422,675.00 358 20061201 0.250 0.030 6.970 Express Verified Assets FIXED XXXXXXXX XX 00000 360 345,900.00 6.750 20061101 PUD 1,945.69 345,900.00 6.750 Owner Occupied Purchase 465,000.00 358 20061201 0.250 0.030 6.470 Stated FIXED XXXXXXX XX 00000 360 348,500.00 6.750 20061001 PUD 1,960.31 348,499.94 6.750 Owner Occupied CashOut Refi 410,000.00 357 20061201 0.250 0.030 5.930 0.54 PMI - LENDER PAID 22 Stated FIXED XXXXXX XX 00000 360 350,000.00 6.875 20061001 SFR 2,005.21 349,379.06 6.875 Owner Occupied CashOut Refi 500,000.00 357 20061201 0.250 0.030 6.595 Stated FIXED XXXXXXX XX 0000 360 352,000.00 8.125 20061101 2-FAMILY 2,383.33 352,000.00 8.125 Investment CashOut Refi 440,000.00 358 20061201 0.250 0.030 7.845 Express No Doc FIXED XXXXXX XX 00000 360 352,000.00 6.500 20061101 SFR 1,906.67 352,000.00 6.500 Owner Occupied CashOut Refi 498,000.00 358 20061201 0.250 0.030 6.220 Stated FIXED XXXXXX XXXX XX 00000 360 359,200.00 8.125 20061001 SFR 2,432.08 359,200.00 8.125 Owner Occupied Purchase 449,000.00 357 20061201 0.250 0.030 7.845 Stated FIXED XXXXX XXXX XXXXX XX 00000 360 359,200.00 7.875 20061101 PUD 2,357.25 359,200.00 7.875 Investment CashOut Refi 449,000.00 358 20061201 0.250 0.030 7.595 Stated FIXED XXXXXXX XX 00000 360 360,000.00 6.875 20061101 SFR 2,062.50 359,562.50 6.875 Owner Occupied CashOut Refi 450,000.00 358 20061201 0.250 0.030 6.595 SISA FIXED XXXXXX XX 00000 360 360,080.00 7.875 20061101 SFR 2,363.03 360,080.00 7.875 Investment Purchase 450,100.00 358 20061201 0.250 0.030 7.595 Stated FIXED XXXXX XX 00000 360 372,000.00 6.875 20061101 SFR 2,131.25 372,000.00 6.875 Owner Occupied Purchase 465,000.00 358 20061201 0.250 0.030 6.595 Stated FIXED XXXXXXXX XX 00000 360 376,000.00 7.875 20061001 SFR 2,467.50 376,000.00 7.875 Owner Occupied CashOut Refi 470,000.00 357 20061201 0.250 0.030 7.595 Stated FIXED XXXXXX XXXXXXX XX 00000 360 380,000.00 6.875 20061101 PUD 2,177.08 379,527.81 6.875 Owner Occupied Rate Refi 475,000.00 358 20061201 0.250 0.030 6.595 Full 60 H FIXED XXXXXXX XX 00000 360 388,000.00 7.375 20061001 PUD 2,384.58 387,997.95 7.375 Owner Occupied Purchase 485,000.00 357 20061201 0.250 0.030 7.095 Stated FIXED XXXXXXXX XX 00000 360 388,000.00 7.375 20061101 SFR 2,384.58 388,000.00 7.375 Owner Occupied CashOut Refi 485,000.00 358 20061201 0.250 0.030 7.095 Express Verified Assets 36 H FIXED XXXXX XX 00000 360 394,552.00 7.375 20061001 PUD 2,424.85 394,552.00 7.375 Investment Purchase 493,190.00 357 20061201 0.250 0.030 7.095 Stated FIXED XXXXXXXXXX XX 0000 360 395,000.00 7.250 20061101 SFR 2,386.46 394,999.52 7.250 Owner Occupied CashOut Refi 438,889.00 358 20061201 0.250 0.030 6.030 0.94 PMI - LENDER PAID 25 Express Verified Assets FIXED XXXXXX XX 00000 360 400,000.00 7.125 20061101 PUD 2,375.00 400,000.00 7.125 Owner Occupied CashOut Refi 506,329.00 358 20061201 0.250 0.030 6.845 Stated FIXED XXXXXXXXXXXXXX XX 00000 360 400,000.00 6.750 20061001 SFR 2,250.00 399,998.80 6.750 Owner Occupied Rate Refi 500,000.00 357 20061201 0.250 0.030 6.470 Full FIXED XXXXXXXXX XX 00000 360 404,000.00 6.875 20061101 SFR 2,314.58 404,000.00 6.875 Owner Occupied Rate Refi 505,000.00 358 20061201 0.250 0.030 6.595 Stated FIXED XXXXXXX XX 00000 360 404,000.00 7.375 20061001 SFR 2,482.92 404,000.00 7.375 Owner Occupied CashOut Refi 505,000.00 357 20061201 0.250 0.030 7.095 Express Verified Assets FIXED XXXXXX XX 00000 360 410,400.00 6.625 20061101 PUD 2,265.75 410,400.00 6.625 Owner Occupied Purchase 586,286.00 358 20061201 0.250 0.030 6.345 Express No Doc 36 H FIXED XXXXXXXXX XX 00000 360 412,000.00 7.625 20061001 SFR 2,617.92 411,999.92 7.625 Owner Occupied Purchase 528,000.00 357 20061201 0.250 0.030 7.345 Stated 36 H FIXED XXXXXXX XX 0000 360 414,000.00 7.500 20061101 SFR 2,587.50 414,000.00 7.500 Owner Occupied Purchase 460,000.00 358 20061201 0.250 0.030 5.860 1.36 PMI - LENDER PAID 25 Express Verified Assets FIXED XXXXXX XX 00000 360 416,000.00 7.000 20061101 PUD 2,426.67 415,426.67 7.000 Owner Occupied Rate Refi 520,000.00 358 20061201 0.250 0.030 6.720 Stated FIXED XXXXX XXXX XX 00000 360 416,000.00 7.250 20061101 PUD 2,513.33 416,000.00 7.250 Owner Occupied CashOut Refi 520,000.00 358 20061201 0.250 0.030 6.970 Full FIXED XXXXXXX XX 00000 360 417,000.00 7.250 20061001 SFR 2,519.38 417,000.00 7.250 Owner Occupied Purchase 613,235.00 357 20061201 0.250 0.030 6.970 Full FIXED XXXXXXXX XX 00000 360 417,000.00 7.375 20061101 SFR 2,562.81 417,000.00 7.375 Owner Occupied CashOut Refi 556,000.00 358 20061201 0.250 0.030 7.095 Stated FIXED XXXXXXXX XX 00000 360 417,000.00 8.125 20061101 SFR 2,823.44 417,000.00 8.125 Investment Purchase 548,684.00 358 20061201 0.250 0.030 7.845 SISA FIXED XXXXXXXX XX 00000 360 417,000.00 8.125 20061101 PUD 2,823.44 417,000.00 8.125 Owner Occupied Purchase 563,514.00 358 20061201 0.250 0.030 7.845 Stated FIXED XXXXXX XX 00000 360 417,000.00 8.375 20061101 3-FAMILY 2,910.31 417,000.00 8.375 Owner Occupied Purchase 534,615.00 358 20061201 0.250 0.030 8.095 Express Verified Assets FIXED XXXXXXXXXXXX XX 00000 360 417,000.00 7.500 20061101 SFR 2,606.25 417,000.00 7.500 Owner Occupied CashOut Refi 521,250.00 358 20061201 0.250 0.030 7.220 Stated FIXED XXX XXXXX XX 00000 360 438,000.00 7.125 20061101 SFR 2,950.89 437,297.40 7.125 Owner Occupied CashOut Refi 655,000.00 358 20061201 0.250 0.030 6.845 Stated FIXED XXXXXXX XX 00000 360 476,000.00 8.125 20061101 SFR 3,534.29 475,375.15 8.125 Owner Occupied CashOut Refi 595,000.00 358 20061201 0.250 0.030 7.845 Express No Doc FIXED XXXXXXX XX 00000 360 502,400.00 6.750 20061001 SFR 3,258.56 501,095.01 6.750 Owner Occupied Purchase 650,000.00 357 20061201 0.250 0.030 6.470 Express Verified Assets FIXED XXXX XXXXX XX 00000 360 990,800.00 8.375 20061101 SFR 7,530.80 984,432.48 8.375 2nd Home Purchase 1,238,500.00 358 20061201 0.250 0.030 8.095 Stated FIXED XXXXXXX XX 00000 360 424,746.00 7.375 20061101 SFR 2,610.42 424,020.26 7.375 Owner Occupied CashOut Refi 530,933.00 358 20061201 0.250 0.030 7.095 Stated FIXED XXXXXX XXXXXX XX 00000 360 428,000.00 7.750 20061101 PUD 2,764.17 428,000.00 7.750 Owner Occupied CashOut Refi 535,000.00 358 20061201 0.250 0.030 7.470 Express Verified Assets FIXED XXXXXXX XX 00000 360 449,750.00 7.500 20061001 PUD 2,810.94 449,750.00 7.500 Owner Occupied CashOut Refi 576,603.00 357 20061201 0.250 0.030 7.220 Stated FIXED XXXXXXXX XX 00000 360 460,480.00 7.750 20061101 PUD 2,973.93 460,480.00 7.750 Owner Occupied CashOut Refi 575,500.00 358 20061201 0.250 0.030 7.470 Express Verified Assets FIXED XXX XXXXXXX XX 00000 360 472,000.00 7.125 20061101 SFR 2,802.50 472,000.00 7.125 Owner Occupied Purchase 590,000.00 358 20061201 0.250 0.030 6.845 Stated FIXED XXXXXX XX 00000 360 473,600.00 7.250 20061001 SFR 2,861.33 473,600.00 7.250 Owner Occupied Rate Refi 592,000.00 357 20061201 0.250 0.030 6.970 Stated FIXED XXXXXXXXXX XX 00000 360 476,000.00 8.000 20061101 CONDO 3,173.33 476,000.00 8.000 Investment Purchase 596,000.00 358 20061201 0.250 0.030 7.720 Full FIXED XXXXXXXXX XX 00000 360 480,000.00 6.875 20061101 PUD 2,750.00 479,489.68 6.875 Owner Occupied CashOut Refi 600,000.00 358 20061201 0.250 0.030 6.595 Stated 60 H FIXED XXXXXXX XX 0000 360 496,000.00 7.250 20061101 SFR 2,996.67 495,696.67 7.250 Owner Occupied CashOut Refi 620,000.00 358 20061201 0.250 0.030 6.970 Stated 36 H FIXED XXXXXXXXX XX 00000 360 504,000.00 7.750 20061101 SFR 3,255.00 504,000.00 7.750 Investment Purchase 720,000.00 358 20061201 0.250 0.030 7.470 Express No Doc FIXED XXXXXXX XX 00000 360 520,000.00 7.000 20061001 PUD 3,033.33 520,000.00 7.000 Owner Occupied CashOut Refi 650,000.00 357 20061201 0.250 0.030 6.720 Stated 12 H FIXED XXXX XXXXXXXXXX XX 00000 360 524,250.00 7.750 20061101 SFR 3,385.78 524,250.00 7.750 Owner Occupied Purchase 725,000.00 358 20061201 0.250 0.030 7.470 Stated FIXED VC XXXXXXXXX XX 00000 360 536,000.00 7.375 20061101 PUD 3,294.17 536,000.00 7.375 Owner Occupied CashOut Refi 670,000.00 358 20061201 0.250 0.030 7.095 Stated FIXED XXXXXXXXXXXX XX 00000 360 650,000.00 7.625 20061101 PUD 4,130.21 650,000.00 7.625 Owner Occupied Purchase 840,000.00 358 20061201 0.250 0.030 7.345 Stated FIXED XXXXXXXXX XX 00000 360 732,000.00 7.375 20061101 SFR 4,498.75 732,000.00 7.375 Owner Occupied Purchase 975,000.00 358 20061201 0.250 0.030 7.095 Stated FIXED XXXXXXXXXXX XX 0000 360 762,000.00 7.625 20061101 SFR 4,841.88 762,000.00 7.625 Owner Occupied CashOut Refi 1,016,000.00 358 20061201 0.250 0.030 7.345 Stated FIXED XXXXX XXXXXX XX 00000 360 915,500.00 8.125 20061101 SFR 6,198.70 915,500.00 8.125 Investment CashOut Refi 1,450,000.00 358 20061201 0.250 0.030 7.845 Stated FIXED XXXXX XXXX XX 00000 360 945,000.00 7.750 20061101 PUD 6,103.13 945,000.00 7.750 Owner Occupied CashOut Refi 1,260,000.00 358 20061201 0.250 0.030 7.470 Stated FIXED XXXX XXXXX XX 00000 360 995,800.00 7.875 20061101 SFR 6,534.94 995,800.00 7.875 Owner Occupied Purchase 1,550,000.00 358 20061201 0.250 0.030 7.595 Stated FIXED XXXXXXXXXX XX 00000 360 1,000,000.00 8.125 20061101 PUD 6,770.83 1,000,000.00 8.125 Owner Occupied Purchase 1,298,701.00 358 20061201 0.250 0.030 7.845 Stated FIXED XXXXXXXXXXX XX 00000 360 1,000,000.00 7.500 20061101 SFR 6,250.00 1,000,000.00 7.500 Owner Occupied CashOut Refi 3,565,000.00 358 20061201 0.250 0.030 7.220 SISA FIXED XXXXX XXXX XX 00000 360 1,000,000.00 8.750 20061101 PUD 7,291.67 1,000,000.00 8.750 Investment CashOut Refi 1,298,701.00 358 20061201 0.250 0.030 8.470 Stated FIXED XX XXXXXX XXXX XX 00000 360 304,000.00 7.500 20061201 SFR 1,900.00 304,000.00 7.500 Investment Purchase 400,000.00 359 20061201 0.375 0.030 7.095 Stated 00 X 0 XXXXX 0 XXXXX XX 00000 360 140,000.00 7.750 20061201 SFR 904.17 140,000.00 7.750 Owner Occupied CashOut Refi 200,000.00 359 20061201 0.375 0.030 7.345 Xxxxxx 00 X 0 XXXXX 0 XXXXXX XXXXX XX 00000 360 581,000.00 7.375 20061201 HI-RISE 3,570.73 581,000.00 7.375 2nd Home Rate Refi 775,000.00 359 20061201 0.375 0.030 6.970 Stated 0 XXXXX 0 XXXXXXX XX 00000 360 300,000.00 6.750 20061201 SFR 1,687.50 300,000.00 6.750 Owner Occupied CashOut Refi 750,000.00 359 20061201 0.375 0.030 6.345 Express No Doc 3 LIBOR 6 XXX XXXXXXX XX 00000 360 300,000.00 7.500 20061101 SFR 2,097.64 299,553.33 7.500 Owner Occupied Purchase 399,000.00 358 20061201 0.250 0.030 7.220 Stated 24 H FIXED XXXXXXXXX XX 00000 360 290,000.00 6.750 20061201 SFR 1,880.93 289,750.32 6.750 Owner Occupied CashOut Refi 420,000.00 359 20061201 0.250 0.030 6.470 Stated 12 H FIXED XXXXXXXXXX XX 00000 360 300,000.00 6.750 20061201 SFR 1,687.50 300,000.00 6.750 Owner Occupied CashOut Refi 480,000.00 359 20061201 0.250 0.030 6.470 Express Non-Verified Assets 36 H FIXED XXXXXXXX XX 00000 360 421,000.00 6.625 20061201 SFR 2,695.71 420,628.56 6.625 Owner Occupied CashOut Refi 550,000.00 359 20061201 0.375 0.030 6.220 Express Verified Assets 00 X 0 XXXXX 0 XXXXXX XXXXX XX 00000 360 205,550.00 6.750 20061201 SFR 1,156.22 205,550.00 6.750 Investment Purchase 276,000.00 359 20061201 0.375 0.030 6.345 Stated 12 H 3 LIBOR 6 XXXXXXX XX 00000 360 360,000.00 7.750 20061201 SFR 2,325.00 360,000.00 7.750 Owner Occupied CashOut Refi 450,000.00 359 20061201 0.375 0.030 7.345 Express Non-Verified Assets 00 X 0 XXXXX 0 XXXXXXX XX 0000 360 196,000.00 7.750 20061201 CONDO 1,265.83 195,997.25 7.750 Owner Occupied Purchase 285,000.00 359 20061201 0.375 0.030 7.345 Stated 6.75 LIBOR 6 XXXXX XXXXX XX 00000 360 506,250.00 6.875 20061201 D-PUDS 2,900.39 506,250.00 6.875 Owner Occupied CashOut Refi 675,000.00 359 20061201 0.375 0.030 6.470 Stated 0 XXXXX 0 XXXX XX 00000 180 59,500.00 12.800 20061201 SFR 648.9 59,485.77 12.800 Owner Occupied Purchase 595,000.00 179 20061201 0.500 0.030 12.270 Stated 12 H 0 FIXED XXXXXXXX XX 00000 360 386,500.00 5.250 20061201 SFR 1,690.94 386,500.00 5.250 Owner Occupied CashOut Refi 540,000.00 359 20061201 0.375 0.030 4.845 Full 2.5 LIBOR 6 XXX XXXXX XX 00000 360 356,000.00 7.625 20070101 SFR 2,262.08 356,000.00 7.625 Investment Purchase 455,000.00 360 20061201 0.375 0.030 7.220 Stated 12 H 0 XXXXX 0 XXX XXXXX XX 00000 360 238,500.00 7.875 20061101 D-PUDS 1,635.99 238,357.87 7.875 Investment CashOut Refi 318,000.00 358 20061201 0.375 0.030 7.470 Express Non-Verified Assets 36 H 3.5 LIBOR 6 XX XXXXXX XX 00000 360 425,600.00 7.375 20061201 D-PUDS 2,615.67 425,600.00 7.375 Investment CashOut Refi 608,000.00 359 20061201 0.375 0.030 6.970 SISA 0 XXXXX 0 XXXXXXX XX 00000 360 105,560.00 7.000 20061201 SFR 615.77 105,560.00 7.000 Investment Purchase 160,000.00 359 20061201 0.375 0.030 6.595 Stated 0 XXXXX 0 XXXXXXXX XX 00000 360 372,000.00 6.625 20061201 SFR 2,053.75 372,000.00 6.625 Owner Occupied CashOut Refi 465,000.00 359 20061201 0.375 0.030 6.220 Stated 00 X 0 XXXXX 0 XXXXXXX XX 00000 180 84,000.00 11.000 20061201 SFR 799.95 83,970.05 11.000 Owner Occupied Purchase 430,000.00 179 20061201 0.500 0.030 10.470 Stated 36 H 0 FIXED XXXXXXXX XX 00000 360 727,500.00 7.625 20061201 SFR 4,622.66 727,500.00 7.625 Owner Occupied CashOut Refi 970,000.00 359 20061201 0.375 0.030 7.220 Full 00 X 0 XXXXX 0 XXXXXXXXX XX 00000 360 260,000.00 6.500 20061201 SFR 1,408.33 260,000.00 6.500 Owner Occupied CashOut Refi 325,000.00 359 20061201 0.375 0.030 6.095 Stated 36 H 3 LIBOR 6 XXXXXX XX 00000 360 215,000.00 6.500 20061201 SFR 1,164.58 215,000.00 6.500 Owner Occupied CashOut Refi 375,000.00 359 20061201 0.375 0.030 6.095 Express Non-Verified Assets 00 X 0 XXXXX 0 XXXXXXXX XX 00000 360 564,000.00 9.000 20061201 3-FAMILY 4,230.00 564,000.00 9.000 Owner Occupied Purchase 705,000.00 359 20061201 0.375 0.030 8.595 Stated 36 H 3 LIBOR 6 XXXX XXXXXX XX 00000 180 38,625.00 14.125 20061201 CONDO 461.49 38,618.16 14.125 2nd Home Purchase 174,000.00 179 20061201 0.500 0.030 13.595 Stated 24 H 0 FIXED XXXXXXX XX 00000 360 150,000.00 7.625 20061201 CONDO 953.13 150,000.00 7.625 Investment CashOut Refi 200,000.00 359 20061201 0.375 0.030 7.220 Stated 12 H 3 LIBOR 6 XX XXXXXXXXX XX 00000 360 715,000.00 6.500 20061201 SFR 3,872.92 715,000.00 6.500 Owner Occupied CashOut Refi 1,100,000.00 359 20061201 0.375 0.030 6.095 Express Non-Verified Assets 36 H 3 LIBOR 6 XXXXXXX XXXXXXX XX 00000 360 93,015.00 13.375 20061101 SFR 1,056.26 92,975.71 13.375 Owner Occupied Purchase 621,000.00 358 20061201 0.500 0.030 12.845 Stated 0 FIXED XXXXXXX XX 00000 360 542,000.00 5.500 20061201 SFR 2,484.17 542,000.00 5.500 Owner Occupied Rate Refi 1,300,000.00 359 20061201 0.375 0.030 5.095 Full 00 X 0 XXXXX 0 XXXXX XX 00000 360 156,000.00 7.450 20061201 SFR 1,085.44 155,883.06 7.450 Owner Occupied CashOut Refi 297,000.00 359 20061201 0.250 0.030 7.170 FISA FIXED XXXXXXXXX XX 00000 360 147,000.00 8.375 20061201 CONDO 1,025.94 147,000.00 8.375 2nd Home Purchase 210,000.00 359 20061201 0.375 0.030 7.970 Stated 36 H 3 LIBOR 6 XXXXX XXXXX XX 00000 360 495,000.00 6.250 20061201 D-PUDS 2,578.13 495,000.00 6.250 Owner Occupied Purchase 680,000.00 359 20061201 0.375 0.030 5.845 Full 00 X 0 XXXXX 0 XXXXXX XX 00000 360 77,000.00 7.500 20061116 SFR 538.4 76,942.85 7.500 Investment Purchase 110,000.00 359 20061116 0.375 0.030 7.095 Stated 0 XXXXX 0 XXXXXXXXX XX 00000 360 391,400.00 6.750 20061201 CONDO 2,201.63 391,400.00 6.750 Investment Purchase 550,000.00 359 20061201 0.375 0.030 6.345 Express Non-Verified Assets 0 XXXXX 0 XXXXXXX XX 00000 360 340,000.00 6.625 20061201 SFR 1,877.08 340,000.00 6.625 Owner Occupied CashOut Refi 635,000.00 359 20061201 0.250 0.030 6.345 SISA 36 H FIXED XXXXXXXXXX XX 00000 360 82,000.00 6.125 20061201 D-PUDS 418.54 82,000.00 6.125 Owner Occupied Purchase 274,000.00 359 20061201 0.375 0.030 5.720 Express No Doc 3 LIBOR 6 XXXXXXXX XX 00000 360 431,000.00 6.375 20061101 SFR 2,688.88 430,199.50 6.375 Owner Occupied CashOut Refi 575,000.00 358 20061201 0.250 0.030 6.095 Stated FIXED XXXXXXX XX 00000 360 473,000.00 6.500 20061101 SFR 2,989.69 472,142.48 6.500 Owner Occupied CashOut Refi 610,000.00 358 20061201 0.250 0.030 6.220 Stated FIXED XXXXXXXXXXX XX 00000 360 485,000.00 6.625 20061101 SFR 3,105.51 484,141.83 6.625 Owner Occupied Rate Refi 700,000.00 358 20061201 0.250 0.030 6.345 Full FIXED XXXXXX XX 00000 360 540,000.00 6.125 20061101 SFR 3,281.10 538,947.62 6.125 Owner Occupied CashOut Refi 760,000.00 358 20061201 0.250 0.030 5.845 Stated 36 S FIXED XXXXXXX XXXXX XX 00000 360 622,500.00 6.250 20061101 SFR 3,832.84 621,247.90 6.250 Owner Occupied CashOut Refi 1,310,000.00 358 20061201 0.250 0.030 5.970 Full FIXED XXX XXXX XX 00000 360 685,000.00 6.375 20061101 SFR 4,273.51 683,721.24 6.375 Owner Occupied CashOut Refi 900,000.00 358 20061201 0.250 0.030 6.095 Stated FIXED XXXXXXX XX 00000 360 449,250.00 6.500 20061101 SFR 2,433.44 449,183.44 6.500 Owner Occupied CashOut Refi 590,000.00 358 20061201 0.250 0.030 6.220 Full FIXED XXXXXX XX 00000 360 541,000.00 6.250 20061101 SFR 2,817.71 540,000.00 6.250 Owner Occupied Purchase 755,000.00 358 20061201 0.250 0.030 5.970 Full FIXED TOWN XX XXXXXXXXX XX 00000 360 660,000.00 6.125 20061101 SFR 3,368.75 660,000.00 6.125 Owner Occupied CashOut Refi 1,084,066.00 358 20061201 0.250 0.030 5.845 Stated FIXED XXXX XXXXX XX 00000 180 50,000.00 11.875 20061101 SFR 509.5 49,970.44 11.875 Owner Occupied CashOut Refi 500,000.00 178 20061201 0.500 0.030 11.345 Stated 24 H 0 FIXED XXXXX XX 00000 360 105,000.00 7.750 20061201 2-FAMILY 678.13 105,000.00 7.750 Investment Purchase 150,600.00 359 20061201 0.375 0.030 7.345 Stated 12 H 0 XXXXX 0 XXXXXX XXXXXXXXX XX 00000 360 513,400.00 6.500 20061201 SFR 3,245.04 512,935.88 6.500 Owner Occupied CashOut Refi 940,000.00 359 20061201 0.250 0.030 6.220 Stated 36 H FIXED XXXXXXX XX 00000 360 484,000.00 6.625 20061201 SFR 2,672.08 484,000.00 6.625 Owner Occupied CashOut Refi 605,000.00 359 20061201 0.375 0.030 6.220 Stated 00 X 0 XXXXX 0 XXXXXXX XX 00000-0000 360 560,000.00 7.375 20061201 4-FAMILY 3,441.67 560,000.00 7.375 Investment Rate Refi 867,000.00 359 20061201 0.375 0.030 6.970 Express Non-Verified Assets 0 XXXXX 0 XXXXX XXXX XX 00000 360 532,000.00 7.000 20061201 SFR 3,539.41 531,563.92 7.000 Investment CashOut Refi 760,000.00 359 20061201 0.375 0.030 6.595 Express Verified Assets 00 X 0 XXXXX 0 XXX XXXXX XX 00000 360 292,000.00 7.125 20061201 SFR 1,733.75 292,000.00 7.125 Owner Occupied Purchase 390,000.00 359 20061201 0.375 0.030 6.720 Stated 12 H 3 LIBOR 6 XXXXXX XXXX XX 00000 360 317,520.00 8.375 20061201 D-PUDS 2,413.39 317,322.64 8.375 Owner Occupied Purchase 405,000.00 359 20061201 0.375 0.030 7.970 Stated 36 H 7.375 LIBOR 6 XXXXXXX XX 00000 360 447,200.00 6.875 20061201 SFR 2,562.08 447,200.00 6.875 Owner Occupied Purchase 560,000.00 359 20061201 0.375 0.030 6.470 Stated 60 12H/48S 3 LIBOR 6 XXX XXXXXXX XX 00000 360 384,000.00 6.000 20061201 SFR 1,920.00 384,000.00 6.000 Owner Occupied CashOut Refi 480,000.00 359 20061201 0.375 0.030 5.595 SISA 36 H 3 LIBOR 6 XXXX XXXXX XX 00000 360 328,000.00 6.875 20061201 SFR 2,008.58 327,870.59 6.875 Owner Occupied Purchase 417,000.00 359 20061201 0.375 0.030 6.470 Stated 24 H 3 LIBOR 6 XXXXXXX XX 00000 360 235,000.00 5.500 20061201 SFR 1,334.30 234,742.78 5.500 Owner Occupied CashOut Refi 475,000.00 359 20061201 0.375 0.030 5.095 Full 24 H 3 LIBOR 6 XXXXXXXXXX XX 00000 360 468,000.00 7.250 20061201 D-PUDS 2,827.50 468,000.00 7.250 Owner Occupied Purchase 595,000.00 359 20061201 0.375 0.030 6.845 Stated 0 XXXXX 0 XXX XXXXX XX 00000 360 633,750.00 6.375 20061201 SFR 3,366.80 633,750.00 6.375 Owner Occupied CashOut Refi 845,000.00 359 20061201 0.250 0.030 6.095 Full 36 S FIXED XXX XXXXX XX 00000 360 103,000.00 7.435 20061201 SFR 638.17 103,000.00 7.435 Owner Occupied CashOut Refi 230,500.00 359 20061201 0.250 0.030 7.155 FISA 36 H FIXED XXXXXXXXX XX 00000 360 550,000.00 6.375 20061101 SFR 2,921.88 550,000.00 6.375 Owner Occupied CashOut Refi 1,700,000.00 358 20061201 0.250 0.030 6.095 Stated FIXED XXXXXX XX 00000 360 430,000.00 6.375 20061101 SFR 2,682.64 429,201.36 6.375 Owner Occupied CashOut Refi 665,000.00 358 20061201 0.250 0.030 6.095 Stated FIXED XXXXX XXXX XX 00000 360 725,000.00 6.625 20061101 SFR 4,002.60 725,000.00 6.625 Owner Occupied Rate Refi 1,148,000.00 358 20061201 0.250 0.030 6.345 Stated FIXED XXX XXXXX XX 00000 360 642,750.00 6.500 20061101 SFR 4,062.62 641,584.74 6.500 Owner Occupied Purchase 832,000.00 358 20061201 0.250 0.030 6.220 Full FIXED XXXXXX XX 00000 360 249,000.00 6.375 20061101 SFR 1,553.44 248,537.52 6.375 Owner Occupied CashOut Refi 810,000.00 358 20061201 0.250 0.030 6.095 Stated FIXED XXXXXX XX 00000 360 444,000.00 6.500 20061101 PUD 2,405.00 444,000.00 6.500 Owner Occupied Purchase 555,000.00 358 20061201 0.250 0.030 6.220 Full FIXED XXXXXX XX 00000 360 440,000.00 6.500 20061101 SFR 2,383.33 440,000.00 6.500 Owner Occupied CashOut Refi 700,000.00 358 20061201 0.250 0.030 6.220 Stated FIXED XXXXXX XXXX XX 00000 360 736,000.00 6.500 20061101 SFR 3,986.67 736,000.00 6.500 Owner Occupied Purchase 920,000.00 358 20061201 0.250 0.030 6.220 Stated FIXED XXXXXXXXXX XX 00000 360 525,000.00 6.375 20061101 PUD 2,789.06 525,000.00 6.375 Owner Occupied Purchase 1,650,000.00 358 20061201 0.250 0.030 6.095 Full FIXED XXX XXXXXX XX 00000 360 800,000.00 6.500 20061101 SFR 5,056.54 798,549.67 6.500 Owner Occupied Rate Refi 1,100,000.00 358 20061201 0.250 0.030 6.220 Full FIXED XXXXX XX 00000 360 620,000.00 6.375 20061101 SFR 3,867.99 618,848.47 6.375 Owner Occupied Purchase 775,000.00 358 20061201 0.250 0.030 6.095 Stated FIXED XXXXXXXX XX 00000 360 189,600.00 6.500 20061101 SFR 1,027.00 189,600.00 6.500 Owner Occupied Purchase 245,000.00 358 20061201 0.250 0.030 6.220 Full FIXED XX XXXXXXX XX 00000 360 527,000.00 6.625 20061101 SFR 2,909.48 527,000.00 6.625 Owner Occupied Purchase 720,000.00 358 20061201 0.250 0.030 6.345 Stated FIXED XXXXXXXXXX XX 00000 360 624,700.00 6.250 20061101 SFR 3,846.39 623,511.43 6.250 Owner Occupied Purchase 828,500.00 358 20061201 0.250 0.030 5.970 Full FIXED XXXX XXXXXX XX 00000 360 518,000.00 6.500 20061101 SFR 2,805.83 516,860.91 6.500 Owner Occupied Rate Refi 904,000.00 358 20061201 0.250 0.030 6.220 Full FIXED XXXXX XXXX XX 00000 360 800,000.00 6.500 20061101 SFR 5,056.54 798,549.67 6.500 Owner Occupied Purchase 1,065,000.00 358 20061201 0.250 0.030 6.220 Stated FIXED XXXXXXX XX 00000 360 480,000.00 6.500 20061101 SFR 2,600.00 480,000.00 6.500 Owner Occupied Purchase 600,000.00 358 20061201 0.250 0.030 6.220 Full FIXED XXXXXXXX XX 00000 360 100,000.00 6.500 20061101 SFR 632.07 99,818.71 6.500 Owner Occupied Rate Refi 375,000.00 358 20061201 0.250 0.030 6.220 Stated FIXED XXXXXXX XX 00000 360 448,000.00 6.375 20061101 PUD 2,380.00 448,000.00 6.375 Owner Occupied CashOut Refi 575,000.00 358 20061201 0.250 0.030 6.095 Full FIXED XXX XXXXXXXXX XX 00000 360 636,000.00 6.250 20061101 SFR 3,915.96 634,705.90 6.250 Owner Occupied Rate Refi 795,000.00 358 20061201 0.250 0.030 5.970 Full FIXED XXXXXXX XX 00000 360 530,000.00 6.500 20061101 SFR 2,870.83 530,000.00 6.500 Owner Occupied Purchase 875,000.00 358 20061201 0.250 0.030 6.220 Full FIXED XXXXXXXXX XX 00000 360 463,400.00 7.150 20061201 D-PUDS 2,761.09 463,400.00 7.150 Investment CashOut Refi 662,000.00 359 20061201 0.375 0.030 6.745 Stated 3 LIBOR 6 XXXXXXX XX 00000 360 256,000.00 6.875 20061101 SFR 1,466.67 256,000.00 6.875 Investment Purchase 320,000.00 358 20061201 0.375 0.030 6.470 Full 12 H 3.25 LIBOR 6 XXXXXXXXXXX XX 00000 360 255,000.00 6.990 20061201 D-PUDS 1,485.38 255,000.00 6.990 Owner Occupied CashOut Refi 300,000.00 359 20061201 0.375 0.030 5.945 0.64 PMI - LENDER PAID 22 Full 36 H 3.625 LIBOR 6 XXX XXXXXXX XX 00000 360 409,865.00 6.125 20061201 2-FAMILY 2,290.95 409,666.07 6.125 Owner Occupied CashOut Refi 600,000.00 359 20061201 0.375 0.030 5.720 Stated 12 H 3 LIBOR 6 XXXXX XX 00000 360 162,500.00 7.000 20061201 SFR 947.92 162,500.00 7.000 Investment CashOut Refi 250,000.00 359 20061201 0.375 0.030 6.595 Stated 3 LIBOR 6 XXX XXXX XX 00000 360 566,250.00 7.990 20061201 SFR 3,770.28 566,250.00 7.990 Owner Occupied CashOut Refi 755,000.00 359 20061201 0.375 0.030 7.585 Stated 00 X 0 XXXXX 0 XXXXXXXXX XX 00000 360 985,000.00 5.500 20070101 SFR 4,514.58 985,000.00 5.500 Owner Occupied Rate Refi 1,619,000.00 360 20061201 0.375 0.030 5.095 Stated 12 H 3 LIBOR 6 XXXXXXXXXX XX 00000 180 55,500.00 12.875 20061101 HI-RISE 608.52 55,473.76 12.875 Owner Occupied Rate Refi 555,000.00 178 20061201 0.500 0.030 12.345 Stated 36 H 0 FIXED XXX XXXXXXX XX 00000 180 139,000.00 6.625 20061201 SFR 1,220.41 138,546.99 6.625 Owner Occupied CashOut Refi 510,000.00 179 20061201 0.250 0.030 6.345 Express Non-Verified Assets 36 H FIXED XXXX XXXXX XX 00000 360 256,000.00 6.500 20061201 SFR 1,386.67 256,000.00 6.500 Investment Rate Refi 410,000.00 359 20061201 0.375 0.030 6.095 Stated 36 H 3 LIBOR 6 XXXXXX XX 00000 360 190,000.00 8.825 20061201 SFR 1,504.92 189,892.37 8.825 Owner Occupied Purchase 238,000.00 359 20061201 0.375 0.030 8.420 Stated 24 H 2.75 LIBOR 6 XXXXXXXX XX 00000 360 519,500.00 7.500 20070101 SFR 3,246.88 519,500.00 7.500 Owner Occupied CashOut Refi 810,000.00 360 20061201 0.375 0.030 7.095 Express Verified Assets 36 H 3 LIBOR 6 XXXXXXXX XX 00000 360 192,500.00 6.875 20061201 D-PUDS 1,102.86 192,500.00 6.875 Investment Purchase 276,000.00 359 20061201 0.375 0.030 6.470 Stated 00 X 0 XXXXX 0 XXXXXXXXXXX XX 00000 360 410,000.00 6.375 20061201 SFR 2,178.13 410,000.00 6.375 Owner Occupied CashOut Refi 618,000.00 359 20061201 0.250 0.030 6.095 Stated 24 H FIXED XXXX XXXXXXXXXX XX 00000 360 140,000.00 7.750 20070101 CONDO 904.17 140,000.00 7.750 Owner Occupied Purchase 175,000.00 360 20061201 0.375 0.030 7.345 Stated 36 H 3 LIBOR 6 XXXXXXX XX 00000 360 565,000.00 6.750 20061201 D-PUDS 3,664.58 564,513.55 6.750 Investment CashOut Refi 1,200,000.00 359 20061201 0.250 0.030 6.470 Express Verified Assets 36 H FIXED XXXXXXX XX 00000 360 255,500.00 6.250 20061201 SFR 1,330.73 255,500.00 6.250 Owner Occupied Purchase 380,000.00 359 20061201 0.375 0.030 5.845 Stated 12 X 0 XXXXX 0 XXXX XX 00000 360 236,000.00 7.750 20070101 SFR 1,524.17 236,000.00 7.750 Owner Occupied Purchase 295,000.00 360 20061201 0.375 0.030 7.345 Stated 00 X 0 XXXXX 0 XXXXXX XX 00000 360 217,000.00 5.625 20061201 D-PUDS 1,017.19 217,000.00 5.625 2nd Home Purchase 315,000.00 359 20061201 0.375 0.030 5.220 Stated 00 X 0 XXXXX 0 XXXXXXXXXX XX 00000 360 100,000.00 7.800 20061201 SFR 650 100,000.00 7.800 Owner Occupied CashOut Refi 248,000.00 359 20061201 0.250 0.030 7.520 Express Non-Verified Assets 36 H FIXED XXXXX XXX XX 00000 360 496,000.00 5.875 20061201 SFR 2,428.33 496,000.00 5.875 Owner Occupied Purchase 625,000.00 359 20061201 0.375 0.030 5.470 Stated 24 H 3 LIBOR 6 XXXXXXXXXX XX 00000 360 464,400.00 5.500 20061201 SFR 2,128.50 464,400.00 5.500 Owner Occupied Purchase 635,000.00 359 20061201 0.375 0.030 5.095 Stated 36 H 3 LIBOR 6 XXXXXXXXXX XX 00000 180 116,100.00 12.500 20061201 SFR 1,209.38 116,100.00 12.500 Owner Occupied Purchase 635,000.00 179 20061201 0.500 0.030 11.970 Stated 0 FIXED XXXXXX XX 00000 360 300,000.00 7.750 20061201 SFR 1,937.50 300,000.00 7.750 Owner Occupied Purchase 400,000.00 359 20061201 0.375 0.030 7.345 Stated 36 H 3 LIBOR 6 XXXXXXX XX 00000 360 226,500.00 6.750 20061201 SFR 1,274.06 226,500.00 6.750 Investment CashOut Refi 302,000.00 359 20061201 0.375 0.030 6.345 Stated 24 H 3 LIBOR 6 XXXXX XX 00000 360 206,250.00 7.750 20061201 CONDO 1,332.03 206,250.00 7.750 Investment Purchase 275,000.00 359 20061201 0.375 0.030 7.345 Stated 00 X 0 XXXXX 0 XXXXX XXX XX 00000 360 147,000.00 6.750 20061201 SFR 826.88 147,000.00 6.750 Investment Purchase 230,000.00 359 20061201 0.375 0.030 6.345 Stated 36 H 0 XXXXX 0 XXXXX XXXXXX XX 00000 360 236,500.00 7.150 20061201 SFR 1,409.15 236,500.00 7.150 Owner Occupied CashOut Refi 440,000.00 359 20061201 0.250 0.030 6.870 FISA 36 H FIXED XXXXXXXX XX 00000 360 133,600.00 7.250 20061201 SFR 807.17 133,597.17 7.250 Owner Occupied Purchase 172,000.00 359 20061201 0.375 0.030 6.845 Stated 36 H 3 LIBOR 6 XXXXXXX XX 00000 360 292,000.00 6.875 20061201 SFR 1,918.23 291,754.69 6.875 Investment CashOut Refi 450,000.00 359 20061201 0.250 0.030 6.595 SISA 12 H FIXED XXXXXXX XX 00000 360 120,000.00 7.375 20061201 SFR 828.82 119,908.68 7.375 Owner Occupied CashOut Refi 192,000.00 359 20061201 0.250 0.030 7.095 Express Verified Assets 36 H FIXED XXXXXXXX XXXX XX 00000 360 360,000.00 6.500 20061201 SFR 1,950.00 360,000.00 6.500 Owner Occupied CashOut Refi 450,000.00 359 20061201 0.250 0.030 6.220 Stated 60 H FIXED XXXXXXX XX 00000-0000 360 171,900.00 7.000 20061201 SFR 1,002.75 171,900.00 7.000 Owner Occupied Purchase 225,000.00 359 20061201 0.375 0.030 6.595 Stated 36 H 3 LIBOR 6 XXXXXXXX XX 00000 360 210,000.00 8.000 20061201 SFR 1,400.00 210,000.00 8.000 Owner Occupied CashOut Refi 300,000.00 359 20061201 0.375 0.030 7.595 Stated 36 H 3 LIBOR 6 XXXXX XX 00000 360 333,750.00 8.250 20061201 SFR 2,294.53 333,750.00 8.250 Owner Occupied CashOut Refi 445,000.00 359 20061201 0.250 0.030 7.970 Stated 24 H FIXED XXXXXXXX XX 00000 360 351,920.00 9.125 20061201 SFR 2,676.06 351,920.00 9.125 Owner Occupied Purchase 440,000.00 359 20061201 0.375 0.030 8.720 Stated 0 XXXXX 0 XXXXXXX XXXXX XX 00000 360 342,000.00 6.875 20061101 SFR 1,959.38 342,000.00 6.875 Investment Rate Refi 460,000.00 358 20061201 0.375 0.030 6.470 Stated 2.25 LIBOR 6 XXXXXXXXXX XX 00000 360 220,000.00 8.375 20061101 CONDO 1,535.42 220,000.00 8.375 Owner Occupied Purchase 275,000.00 358 20061201 0.375 0.030 7.970 Stated 2.75 LIBOR 6 XXXXXXXXX XX 00000 360 193,600.00 7.250 20061101 SFR 1,320.69 193,297.03 7.250 Owner Occupied Purchase 242,000.00 358 20061201 0.375 0.030 6.845 Express Verified Assets 2.75 LIBOR 6 XXXXXXX XX 00000 360 335,400.00 6.500 20061101 CONDO 1,963.62 335,105.46 6.500 Owner Occupied CashOut Refi 430,000.00 358 20061201 0.375 0.030 6.095 Full 36 H 2.75 LIBOR 6 XXXXXXXX XX 00000 360 196,232.00 6.375 20061101 CONDO 1,042.48 196,232.00 6.375 Owner Occupied Purchase 247,000.00 358 20061201 0.375 0.030 5.970 Full 36 H 2.75 LIBOR 6 XXXXXXXXX XX 00000 360 111,920.00 6.875 20061101 CONDO 641.21 111,920.00 6.875 Owner Occupied Purchase 141,000.00 358 20061201 0.375 0.030 6.470 Full 2.75 LIBOR 6 XXXX XX 00000 360 228,500.00 6.375 20061201 SFR 1,213.91 228,500.00 6.375 Investment Rate Refi 650,000.00 359 20061201 0.375 0.030 5.970 Stated 00 X 0 XXXXX 0 XXXXXXXX XX 00000 360 294,000.00 6.750 20061001 HI-RISE 1,653.75 294,000.00 6.750 Investment Purchase 475,000.00 357 20061201 0.375 0.030 6.345 Stated 2.25 LIBOR 6 XXXXX XX 00000 360 248,000.00 6.500 20061101 CONDO 1,343.33 248,000.00 6.500 Investment Purchase 312,000.00 358 20061201 0.375 0.030 6.095 Full 2.25 LIBOR 00 XXXXXXXXX XXXXXX XX 0000 360 238,400.00 6.250 20061101 CONDO 1,241.67 238,400.00 6.250 Owner Occupied Purchase 300,000.00 358 20061201 0.375 0.030 5.845 Stated 2.25 LIBOR 12 XXX XXXX XX 00000 360 880,000.00 6.375 20061101 SFR 4,675.00 880,000.00 6.375 Owner Occupied Purchase 1,100,000.00 358 20061201 0.375 0.030 5.970 Stated 2.25 LIBOR 00 XXXXXX XX 00000 360 321,500.00 6.500 20061101 SFR 1,741.46 321,500.00 6.500 Owner Occupied Rate Refi 525,000.00 358 20061201 0.375 0.030 6.095 SISA 2.25 LIBOR 0 XXXX XXXXXX XX 0000 360 360,000.00 7.250 20061101 SFR 2,175.00 360,000.00 7.250 Owner Occupied CashOut Refi 450,000.00 358 20061201 0.375 0.030 6.845 Stated 2.25 LIBOR 0 XXXX XXXXXXXXXX XX 00000 360 308,000.00 6.875 20061201 SFR 2,023.34 307,741.24 6.875 Owner Occupied CashOut Refi 385,000.00 359 20061201 0.375 0.030 6.470 Stated 2.75 LIBOR 6 XXXXXX XXXX XX 00000 360 244,000.00 7.250 20061101 SFR 1,474.17 244,000.00 7.250 Owner Occupied Purchase 305,000.00 358 20061201 0.375 0.030 6.845 Stated 2.75 LIBOR 6 XXXXXXXXX XX 00000 360 480,000.00 6.875 20061101 SFR 2,750.00 480,000.00 6.875 Owner Occupied Purchase 610,000.00 358 20061201 0.375 0.030 6.470 Stated 2.75 LIBOR 6 XXXXXXX XX 00000 360 425,000.00 6.750 20061101 SFR 2,390.63 425,000.00 6.750 Investment CashOut Refi 670,000.00 358 20061201 0.375 0.030 6.345 Express Verified Assets 2.75 LIBOR 0 XXX XXXXXXX XX 0000 360 351,200.00 7.125 20061101 SFR 2,366.10 350,636.63 7.125 Investment Purchase 439,000.00 358 20061201 0.375 0.030 6.720 Stated 2.25 LIBOR 12 XXXXXXX XX 00000 360 499,344.00 7.375 20061101 SFR 3,068.89 499,344.00 7.375 Owner Occupied Purchase 625,000.00 358 20061201 0.375 0.030 6.970 Stated 5 LIBOR 6 XXX XXXX XX 00000 360 385,000.00 6.250 20061101 SFR 2,005.21 385,000.00 6.250 Owner Occupied Rate Refi 550,000.00 358 20061201 0.375 0.030 5.845 Stated 2.25 LIBOR 6 XXXXXXXXXX XX 0000 360 268,000.00 7.250 20061101 SFR 1,619.17 268,000.00 7.250 Owner Occupied Purchase 335,000.00 358 20061201 0.375 0.030 6.845 Express Verified Assets 2.75 LIBOR 6 XXXXXXXXX XX 00000 360 637,000.00 6.500 20061101 SFR 3,450.42 637,000.00 6.500 Owner Occupied Purchase 980,000.00 358 20061201 0.375 0.030 6.095 Express No Doc 2.25 LIBOR 6 XXX XXXX XX 00000 360 465,300.00 6.750 20061101 SFR 2,617.31 465,300.00 6.750 Owner Occupied Purchase 732,000.00 358 20061201 0.375 0.030 6.345 Express No Doc 2.75 LIBOR 6 XXXXXXXXXX XX 00000 360 283,500.00 7.250 20061101 SFR 1,712.81 283,500.00 7.250 Owner Occupied CashOut Refi 378,000.00 358 20061201 0.250 0.030 6.970 Alternative 12 H FIXED XXXXXXXX XXXXXX XX 00000 360 350,000.00 7.250 20061101 SFR 2,387.62 349,452.27 7.250 Investment Purchase 515,000.00 358 20061201 0.250 0.030 6.970 Express Verified Assets 12 H FIXED XXXX XXXXX XX 00000 360 206,250.00 7.250 20061101 SFR 1,406.99 205,927.23 7.250 Owner Occupied CashOut Refi 279,000.00 358 20061201 0.250 0.030 6.970 Express Verified Assets 12 H FIXED XXXXXXX XX 00000 360 352,000.00 7.250 20061101 SFR 2,126.67 352,000.00 7.250 Owner Occupied CashOut Refi 440,000.00 358 20061201 0.250 0.030 6.970 Express Verified Assets 12 H FIXED XXXX XXXXXXX XX 00000 360 362,400.00 7.250 20061101 SFR 2,189.50 362,400.00 7.250 Owner Occupied Purchase 455,000.00 358 20061201 0.250 0.030 6.970 Express Verified Assets 12 H FIXED XXXXXXXXX XX 00000 360 900,000.00 7.250 20061101 SFR 6,139.59 898,591.58 7.250 Owner Occupied CashOut Refi 1,500,000.00 358 20061201 0.250 0.030 6.970 Express Verified Assets 12 H FIXED XXXXXXX XX 0000 360 148,000.00 7.125 20061101 PUD 997.1 147,762.60 7.125 Owner Occupied CashOut Refi 185,000.00 358 20061201 0.250 0.030 6.845 Full 12 H FIXED XXXXXX XXXXXX XX 00000 360 210,000.00 7.250 20061101 SFR 1,432.57 209,671.37 7.250 Owner Occupied CashOut Refi 750,000.00 358 20061201 0.250 0.030 6.970 Express Verified Assets 12 H FIXED XXXXXXX XXXXXXX XX 00000 360 600,000.00 8.250 20061101 2-FAMILY 4,507.60 599,232.17 8.250 Investment CashOut Refi 860,000.00 358 20061201 0.250 0.030 7.970 Express Verified Assets 12 H FIXED XXXXXXX XXXXXXX XX 00000 360 645,000.00 7.500 20061101 SFR 4,031.25 645,000.00 7.500 Owner Occupied CashOut Refi 860,000.00 358 20061201 0.250 0.030 7.220 Full 12 H FIXED XXXXX XX 00000 360 335,000.00 6.875 20061101 CONDO 1,919.27 335,000.00 6.875 Investment CashOut Refi 587,000.00 358 20061201 0.250 0.030 6.595 Express Verified Assets 12 H FIXED XXXXXXXXXXXX XX 00000 360 525,000.00 6.875 20061101 SFR 3,007.81 525,000.00 6.875 Owner Occupied CashOut Refi 700,000.00 358 20061201 0.250 0.030 6.595 Express Verified Assets 12 H FIXED XXXXXXX XX 00000 360 100,000.00 6.875 20061101 SFR 656.93 99,831.50 6.875 Owner Occupied CashOut Refi 270,000.00 358 20061201 0.250 0.030 6.595 Express Verified Assets 12 H FIXED XXXXXXXX XX 00000 360 219,000.00 7.125 20061101 CONDO 1,300.31 219,000.00 7.125 Investment CashOut Refi 365,000.00 358 20061201 0.250 0.030 6.845 Express Verified Assets 12 H FIXED XXXXXXX XX 00000 360 378,750.00 7.250 20061101 SFR 2,583.74 378,157.30 7.250 Owner Occupied CashOut Refi 505,000.00 358 20061201 0.250 0.030 6.970 Express Verified Assets 12 H FIXED XXX XXXXXXXX XX 00000 360 450,000.00 7.500 20061101 SFR 2,812.50 450,000.00 7.500 Owner Occupied Rate Refi 600,000.00 358 20061201 0.250 0.030 7.220 Express Verified Assets 12 H FIXED XXXXXXXXX XX 00000 360 513,000.00 7.250 20061101 CONDO 3,099.38 513,000.00 7.250 Owner Occupied CashOut Refi 700,000.00 358 20061201 0.250 0.030 6.970 Express Verified Assets 12 H FIXED XXXXXXXXXX XX 00000 360 325,000.00 6.750 20061101 SFR 2,107.94 324,438.80 6.750 Owner Occupied CashOut Refi 860,000.00 358 20061201 0.250 0.030 6.470 Express Verified Assets 12 H FIXED XXXXXXXX XX 0000 360 645,000.00 7.250 20061101 SFR 4,400.04 643,990.64 7.250 Owner Occupied CashOut Refi 860,000.00 358 20061201 0.250 0.030 6.970 Full FIXED XXXX XXXX XX 00000 360 63,000.00 7.875 20061101 PUD 456.79 62,913.01 7.875 Owner Occupied CashOut Refi 214,000.00 358 20061201 0.250 0.030 7.595 Express Verified Assets 12 H FIXED XXXXXX XXXXXX XX 00000 180 150,000.00 6.375 20061101 SFR 1,296.38 148,998.33 6.375 Owner Occupied CashOut Refi 335,000.00 178 20061201 0.250 0.030 6.095 Alternative 12 H FIXED XXXXX XXXXX XX 00000 360 650,000.00 7.000 20061101 SFR 3,791.67 650,000.00 7.000 Owner Occupied Rate Refi 875,000.00 358 20061201 0.375 0.030 6.595 Stated 2.5 LIBOR 6 XXXXXXXXXXXX XX 00000 360 118,400.00 9.725 20061201 SFR 959.53 118,400.00 9.725 Investment Purchase 148,000.00 359 20061201 0.375 0.030 9.320 Stated 36 H 3.5 LIBOR 6 XXXXXXX XXXXX XX 00000 360 720,000.00 6.999 20061101 SFR 4,199.40 720,000.00 6.999 Investment Rate Refi 960,000.00 358 20061201 0.375 0.030 6.594 Stated 12 H 2.75 LIBOR 6 XXXXXXXXX XXXX XX 00000 360 280,000.00 6.125 20061101 SFR 1,429.17 280,000.00 6.125 Owner Occupied Rate Refi 350,000.00 358 20061201 0.375 0.030 5.720 Stated 36 H 2.75 LIBOR 6 XX XXXX XX 00000 360 452,000.00 6.500 20061101 SFR 2,448.33 452,000.00 6.500 Owner Occupied Rate Refi 565,000.00 358 20061201 0.375 0.030 6.095 Stated 24 H 2.75 LIBOR 6 XXXXXX XX 00000 360 559,200.00 5.875 20061201 SFR 2,737.75 559,200.00 5.875 Owner Occupied Purchase 699,000.00 359 20061201 0.375 0.030 5.470 Stated 00 X 0 XXXXX 0 XXXXX XXXXXXXXX XX 00000 360 348,000.00 6.875 20061101 SFR 2,286.11 347,413.61 6.875 Owner Occupied Rate Refi 440,000.00 358 20061201 0.250 0.030 6.595 Stated 36 H FIXED XXXXXXXX XXX XX 0000 360 300,000.00 7.000 20061101 SFR 1,995.91 299,506.75 7.000 Owner Occupied CashOut Refi 440,000.00 358 20061201 0.250 0.030 6.720 Stated 36 H FIXED RARITAN NJ 8869 360 275,000.00 6.625 20061201 SFR 1,760.86 274,757.37 6.625 Owner Occupied Purchase 505,000.00 359 20061201 0.250 0.030 6.345 SISA FIXED XXXX XXXXX XXXXXXXX XX 0000 360 980,000.00 7.125 20061101 SFR 6,602.44 978,427.97 7.125 2nd Home CashOut Refi 1,400,000.00 358 20061201 0.250 0.030 6.845 Stated 36 H FIXED XXXXXXXXX XX 0000 360 435,000.00 6.875 20061101 SFR 2,857.64 434,123.31 6.875 Owner Occupied CashOut Refi 670,000.00 358 20061201 0.250 0.030 6.595 Stated 36 H FIXED XXXXX XX 00000 360 312,000.00 6.250 20061201 SFR 1,921.04 311,703.96 6.250 Owner Occupied Purchase 390,000.00 359 20061201 0.250 0.030 5.970 Stated 24 H FIXED XXXXXXXX XXXXXXXX XX 0000 180 398,000.00 6.750 20061101 SFR 3,521.94 395,426.40 6.750 Owner Occupied Rate Refi 820,000.00 178 20061201 0.250 0.030 6.470 Stated 36 H FIXED XXXXXX XXXXXX XX 00000 180 176,000.00 6.500 20061101 SFR 1,533.15 174,837.22 6.500 Owner Occupied CashOut Refi 360,000.00 178 20061201 0.250 0.030 6.220 Stated 12 H FIXED XX XXXXX XX 00000 360 525,000.00 6.125 20061101 SFR 3,189.96 523,976.85 6.125 Owner Occupied CashOut Refi 800,000.00 358 20061201 0.250 0.030 5.845 Stated 12 H FIXED XXXXX X'XXXXX XX 00000 360 183,000.00 6.250 20061101 SFR 1,126.76 182,476.38 6.250 Owner Occupied CashOut Refi 270,000.00 358 20070101 0.250 0.030 5.970 SISA 36 H FIXED XXXXXXXXXXXX XX 00000 360 380,000.00 6.500 20061101 SFR 2,058.33 380,000.00 6.500 Owner Occupied CashOut Refi 475,000.00 358 20061201 0.250 0.030 6.220 Stated 12 H FIXED XXX XXXXX XX 00000 360 121,000.00 6.375 20061101 SFR 754.88 120,775.27 6.375 Investment Rate Refi 520,000.00 358 20061201 0.250 0.030 6.095 Stated 12 H FIXED XXX XXXXX XX 00000 360 611,000.00 6.500 20061101 CONDO 3,309.58 601,309.58 6.500 Investment Rate Refi 1,050,000.00 358 20061201 0.250 0.030 6.220 Stated 12 H FIXED XXXXXXXXX XX 00000 360 406,900.00 6.000 20061101 SFR 2,439.57 406,087.83 6.000 Owner Occupied CashOut Refi 911,500.00 358 20061201 0.250 0.030 5.720 Stated 36 H FIXED XXXXXXXXX XX 00000 360 440,000.00 6.625 20061101 SFR 2,817.37 439,221.45 6.625 Owner Occupied CashOut Refi 550,000.00 358 20061201 0.250 0.030 6.345 Full FIXED XXXXXXXXXX XX 00000 360 311,500.00 6.625 20061101 SFR 1,719.74 311,500.00 6.625 2nd Home CashOut Refi 445,000.00 358 20061201 0.250 0.030 6.345 Stated 36 H FIXED XXXX XX 00000 360 305,000.00 6.375 20061101 SFR 1,902.80 304,232.46 6.375 Owner Occupied CashOut Refi 480,000.00 358 20061201 0.250 0.030 6.095 SISA 36 H FIXED XXX XXXXX XX 00000 360 260,000.00 6.375 20061101 SFR 1,381.25 260,000.00 6.375 Owner Occupied CashOut Refi 510,000.00 358 20061201 0.250 0.030 6.095 Stated 36 H FIXED XXXXXXXXX XX 00000 360 171,200.00 6.125 20061101 SFR 1,040.23 170,866.35 6.125 Owner Occupied Rate Refi 214,000.00 358 20061201 0.250 0.030 5.845 Full 36 H FIXED XXXXXXXXX XX 00000 360 581,000.00 6.500 20061101 SFR 3,147.08 580,000.00 6.500 Owner Occupied CashOut Refi 890,000.00 358 20061201 0.250 0.030 6.220 Stated 12 H FIXED XXXX XXXXXX XX 00000-0000 360 126,750.00 7.875 20061201 SFR 831.8 126,750.00 7.875 Owner Occupied CashOut Refi 169,000.00 359 20061201 0.375 0.030 7.470 Stated 36 H 3 LIBOR 6 XXXXXXX XX 00000 360 220,000.00 8.500 20061201 SFR 1,691.61 219,866.72 8.500 Investment CashOut Refi 275,000.00 359 20061201 0.250 0.030 8.220 Express Verified Assets 24 H FIXED XXXXXXXX XX 00000 360 487,500.00 6.250 20061201 SFR 2,539.06 487,500.00 6.250 Owner Occupied Purchase 750,000.00 359 20061201 0.375 0.030 5.845 Stated 0 XXXXX 0 XXXX XXXXXX XX 00000 360 470,400.00 6.000 20061201 SFR 2,352.00 470,400.00 6.000 Owner Occupied Purchase 590,000.00 359 20061201 0.375 0.030 5.595 Stated 00 X 0 XXXXX 0 XXXXXX XX 00000 360 320,000.00 6.375 20061201 SFR 1,700.00 320,000.00 6.375 Owner Occupied CashOut Refi 535,000.00 359 20061201 0.375 0.030 5.970 Full 0 XXXXX 0 XXXXXXXXX XX 00000 360 130,000.00 7.150 20061201 D-PUDS 774.58 130,000.00 7.150 Owner Occupied CashOut Refi 325,000.00 359 20061201 0.250 0.030 6.870 FISA 36 H FIXED XXXXXXXXX XX 00000 360 232,000.00 6.125 20061201 SFR 1,184.17 232,000.00 6.125 Owner Occupied CashOut Refi 410,000.00 359 20061201 0.375 0.030 5.720 SISA 36 H 3 LIBOR 6 XXXXXXXX XX 00000 360 76,500.00 9.750 20061201 SFR 621.56 76,500.00 9.750 Investment Purchase 88,000.00 359 20061201 0.375 0.030 8.725 0.62 PMI - LENDER PAID 25 SISA 24 H 3.625 LIBOR 6 XXXXXX XX 00000 360 414,418.00 6.875 20061201 D-PUDS 2,374.27 414,418.00 6.875 2nd Home Purchase 436,500.00 359 20061201 0.375 0.030 6.470 RADIAN - BORROWER PAID 30 Stated 12 H 3 LIBOR 6 XXX XXXXX XX 00000 360 411,450.00 6.500 20061201 2-FAMILY 2,228.69 411,450.00 6.500 Investment CashOut Refi 633,000.00 359 20061201 0.375 0.030 6.095 Express Non-Verified Assets 00 X 0 XXXXX 0 XXXXXXXX XX 00000 360 440,000.00 7.125 20061201 SFR 2,964.36 439,648.14 7.125 Owner Occupied CashOut Refi 550,000.00 359 20061201 0.250 0.030 6.845 Stated 36 H FIXED XXX XXXXX XX 00000 360 213,000.00 7.750 20061201 SFR 1,375.63 213,000.00 7.750 Owner Occupied CashOut Refi 325,000.00 359 20061201 0.250 0.030 7.470 Express Non-Verified Assets 36 H FIXED XXXX XXXXXX XX 00000 360 420,000.00 6.375 20061201 SFR 2,620.25 419,611.00 6.375 Owner Occupied CashOut Refi 600,000.00 359 20061201 0.375 0.030 5.970 Stated 24 H 3 LIBOR 6 XXXXXX XXXXXX XX 00000-0000 360 261,550.00 6.875 20061201 SFR 1,498.46 261,550.00 6.875 Owner Occupied Purchase 366,900.00 359 20061201 0.375 0.030 6.470 Stated 36 X 0 XXXXX 0 XXXX XXXXXX XX 00000 360 267,700.00 6.875 20061201 CONDO 1,758.60 267,475.10 6.875 2nd Home Purchase 475,000.00 359 20061201 0.375 0.030 6.470 SISA 3 LIBOR 6 XXXXXXX XXXX XX 00000 360 368,000.00 6.625 20061201 SFR 2,031.67 368,000.00 6.625 Owner Occupied Purchase 463,000.00 359 20061201 0.375 0.030 6.220 Stated 36 H 3 LIBOR 6 XXX XXXXXXX XX 00000 360 324,000.00 6.750 20061201 4-FAMILY 1,822.50 324,000.00 6.750 Investment CashOut Refi 650,000.00 359 20061201 0.375 0.030 6.345 Stated 00 X 0 XXXXX 0 XXXXXX XX 00000 360 318,750.00 7.750 20061201 SFR 2,058.59 318,750.00 7.750 Owner Occupied CashOut Refi 425,000.00 359 20061201 0.375 0.030 7.345 Stated 12 H 2.5 LIBOR 6 XXXXXX XXXX XX 00000 360 158,000.00 6.750 20061201 SFR 1,024.78 157,763.97 6.750 Owner Occupied CashOut Refi 205,000.00 359 20061201 0.250 0.030 6.470 Express No Doc 60 H FIXED XXX XXXXXXX XX 00000 360 272,000.00 6.500 20061201 SFR 1,473.33 272,000.00 6.500 Owner Occupied Purchase 364,500.00 359 20061201 0.375 0.030 6.095 Stated 12 H 3 LIBOR 6 XXX XXXXXXX XX 00000 360 335,200.00 6.500 20061201 SFR 1,815.67 335,200.00 6.500 Owner Occupied Purchase 445,000.00 359 20061201 0.375 0.030 6.095 Stated 12 H 3 LIBOR 6 XXX XXXX XX 00000 360 500,000.00 6.250 20061201 SFR 2,604.17 500,000.00 6.250 Owner Occupied CashOut Refi 685,000.00 359 20061201 0.375 0.030 5.845 Full 00 X 0 XXXXX 0 XXXXXXXXX XX 00000 360 547,500.00 7.125 20070101 SFR 3,250.78 547,500.00 7.125 Investment CashOut Refi 730,000.00 360 20061201 0.375 0.030 6.720 Stated 3 LIBOR 6 XXXXXXXX XX 00000 360 209,200.00 6.500 20061201 2-FAMILY 1,133.17 209,200.00 6.500 Investment Purchase 280,000.00 359 20061201 0.375 0.030 6.095 Stated 0 XXXXX 0 XXXXXXX XX 00000 360 281,250.00 6.375 20061201 SFR 1,494.14 281,250.00 6.375 Owner Occupied Rate Refi 375,000.00 359 20061201 0.250 0.030 6.095 Full 36 S FIXED XXXXXXXX XXXXX XX 00000 360 157,500.00 7.600 20061201 PUD 1,112.07 157,385.43 7.600 Owner Occupied CashOut Refi 235,000.00 359 20061201 0.250 0.030 7.320 FISA 36 H FIXED XXXXXXXXXXX XX 00000 360 172,000.00 7.250 20061201 SFR 1,039.17 171,960.00 7.250 Owner Occupied Purchase 220,000.00 359 20061201 0.375 0.030 6.845 Stated 24 H 6.25 LIBOR 6 XXXXXXXXX XX 00000 360 148,000.00 7.700 20061201 D-PUDS 1,055.18 147,894.49 7.700 Owner Occupied CashOut Refi 231,000.00 359 20061201 0.250 0.030 7.420 Express No Doc 36 H FIXED XXXXXXXXX XX 00000 360 581,000.00 7.875 20061201 4-FAMILY 3,812.81 581,000.00 7.875 Owner Occupied Purchase 835,000.00 359 20061201 0.375 0.030 7.470 Stated 36 H 3 LIBOR 6 XXXX XXXX XX 00000 360 125,000.00 7.000 20061201 D-PUDS 831.63 124,897.54 7.000 Owner Occupied CashOut Refi 355,000.00 359 20061201 0.250 0.030 6.720 Full 36 H FIXED XXXXXXXXXXXXXX XX 00000 360 236,000.00 8.375 20061001 D-PUDS 1,793.77 235,556.86 8.375 Investment Purchase 305,000.00 357 20061201 0.250 0.030 8.095 Express Verified Assets FIXED XXXXXXXXXXXX XX 00000 360 1,500,000.00 7.000 20061001 SFR 9,979.54 1,496,289.82 7.000 Owner Occupied CashOut Refi 4,660,000.00 357 20061201 0.250 0.030 6.720 Express Non-Verified Assets 24 6H/18S FIXED XXXXX XXXXX XX 00000 360 280,000.00 7.625 20061001 D-PUDS 1,779.17 280,000.00 7.625 Investment Purchase 413,000.00 357 20061201 0.250 0.030 7.345 Express No Doc FIXED XXXXXX XX 00000 360 391,756.00 8.250 20061001 SFR 2,943.13 391,001.42 8.250 Owner Occupied Purchase 491,000.00 357 20061201 0.250 0.030 7.970 Full 12 6H/6S FIXED XXXXXX XX 00000 360 248,000.00 8.500 20061001 4-FAMILY 1,906.91 247,546.07 8.500 Investment Purchase 326,000.00 357 20061201 0.250 0.030 8.220 Stated 24 6H/18S FIXED XXXXXXXX XX 00000 360 35,600.00 8.000 20061001 SFR 261.22 35,527.85 8.000 Investment CashOut Refi 44,500.00 357 20061201 0.250 0.030 7.720 Stated FIXED XXXXXXXX XX 00000 360 57,600.00 8.000 20061001 SFR 422.65 57,483.27 8.000 Investment CashOut Refi 72,000.00 357 20061201 0.250 0.030 7.720 Stated FIXED XXXX X XXXXX XX 00000 360 105,500.00 9.125 20061001 CONDO 858.39 105,330.28 9.125 2nd Home Purchase 132,000.00 357 20061201 0.250 0.030 8.845 Stated FIXED XXXXXX XX 00000 360 116,580.00 7.375 20061001 SFR 716.48 116,580.00 7.375 Investment Purchase 146,000.00 357 20061201 0.250 0.030 7.095 Full FIXED XXXXXXXXXXXX XX 00000 360 92,000.00 9.000 20061001 2-FAMILY 740.25 91,848.11 9.000 Investment Purchase 115,000.00 357 20061201 0.250 0.030 8.720 Stated FIXED XXXXXXXXXXXX XX 00000 360 92,000.00 9.000 20061001 2-FAMILY 740.26 91,848.10 9.000 Investment Purchase 115,000.00 357 20061201 0.250 0.030 8.720 Stated FIXED XXXXXXXXXXXX XX 00000 360 92,000.00 9.000 20061001 2-FAMILY 740.26 91,848.10 9.000 Investment Purchase 115,000.00 357 20061201 0.250 0.030 8.720 Stated FIXED XXXXXXX XX 00000 360 178,000.00 7.875 20061001 SFR 1,168.13 178,000.00 7.875 Owner Occupied Purchase 224,000.00 357 20061201 0.250 0.030 7.595 Stated 36 6H/30S FIXED XXXXX XX 00000 360 312,000.00 7.750 20061001 2-FAMILY 2,235.21 311,335.10 7.750 Owner Occupied Purchase 390,000.00 357 20061201 0.250 0.030 7.470 Stated 36 6H/30S FIXED XXXXX XXXXX XX 00000 360 217,750.00 7.500 20061001 SFR 1,522.54 217,262.16 7.500 2nd Home Purchase 335,000.00 357 20061201 0.250 0.030 7.220 Express Non-Verified Assets 24 6H/18S FIXED XXXXXX XXXX XX 00000 360 980,000.00 6.625 20061101 D-PUDS 5,410.42 980,000.00 6.625 Owner Occupied Purchase 1,400,000.00 358 20061201 0.250 0.030 6.345 Express No Doc 6 H FIXED XXXXXXXXXXX XX 00000 360 201,500.00 6.990 20061101 3-FAMILY 1,339.23 201,168.05 6.990 Investment CashOut Refi 310,000.00 358 20061201 0.250 0.030 6.710 Express No Doc 24 6H/18S FIXED XXXXXXXX XX 00000 360 172,800.00 7.250 20061101 SFR 1,105.35 172,676.96 7.250 Owner Occupied CashOut Refi 216,000.00 358 20061201 0.250 0.030 6.970 Full 6 H FIXED XXXXX XXXXX XX 00000 360 61,600.00 8.250 20060801 SFR 423.5 61,600.00 8.250 Investment Rate Refi 77,000.00 355 20061201 0.250 0.030 7.970 Express Verified Assets FIXED XXXXX XXXXX XX 00000 360 63,750.00 7.875 20060801 SFR 438.28 63,750.00 7.875 Investment CashOut Refi 85,000.00 355 20061201 0.250 0.030 7.595 Stated FIXED XXXXXX XX 00000 360 86,240.00 7.375 20060801 SFR 595.64 85,907.83 7.375 Owner Occupied Purchase 115,000.00 355 20061201 0.250 0.030 7.095 Express Non-Verified Assets 24 6H/18S FIXED XXXXXXXXXX XX 00000 360 648,000.00 6.750 20060801 SFR 4,202.92 645,178.84 6.750 Owner Occupied Purchase 720,000.00 355 20061201 0.250 0.030 6.470 PMI 25 Full FIXED XXXXXXX XX 00000 360 173,000.00 7.000 20060901 SFR 1,150.98 172,427.80 7.000 Owner Occupied Rate Refi 437,000.00 356 20061201 0.250 0.030 6.720 Express Non-Verified Assets 24 S FIXED XXXXXXXX XXXXX XX 00000 360 80,000.00 7.250 20060801 SFR 545.74 79,684.18 7.250 Investment CashOut Refi 140,000.00 355 20061201 0.250 0.030 6.970 Express Non-Verified Assets 36 6H/30S FIXED XXXX XX 00000 360 66,800.00 7.750 20060901 SFR 478.57 66,609.59 7.750 Owner Occupied CashOut Refi 83,500.00 356 20061201 0.250 0.030 7.470 Express Verified Assets 36 6H/30S FIXED XXXXXXXX XX 00000 180 50,000.00 7.125 20060901 D-PUDS 452.92 49,370.25 7.125 Owner Occupied CashOut Refi 555,000.00 176 20061201 0.250 0.030 6.845 Express Non-Verified Assets 36 6H/30S FIXED XXX XXXXXXX XX 00000 360 158,156.00 8.875 20060901 D-PUDS 1,258.37 157,797.38 8.875 Investment Purchase 167,000.00 356 20061201 0.250 0.030 8.595 PMI 30 Express Verified Assets 36 6H/30S FIXED XXXXXX XX 00000 360 61,200.00 8.500 20060901 SFR 470.58 61,050.10 8.500 Investment Rate Refi 68,000.00 356 20061201 0.250 0.030 8.220 PMI 25 Stated 12 6H/6S FIXED XXXXXXX XX 00000 360 110,600.00 8.500 20060901 SFR 850.42 110,329.12 8.500 Owner Occupied Purchase 160,000.00 356 20061201 0.250 0.030 8.220 Express No Doc 6 H FIXED XXXX XXXXXXXXXX XX 00000 360 257,600.00 7.500 20060901 2-FAMILY 1,801.18 256,828.08 7.500 Investment Purchase 322,000.00 356 20061201 0.250 0.030 7.220 Stated FIXED XXXXXXXX XX 00000 180 214,500.00 7.125 20060901 HI-RISE 1,943.01 211,798.39 7.125 Owner Occupied CashOut Refi 330,000.00 176 20061201 0.250 0.030 6.845 Express No Doc FIXED XXXXXXXXX XX 00000 360 125,600.00 7.125 20060901 SFR 846.2 125,194.63 7.125 2nd Home Purchase 165,500.00 356 20061201 0.250 0.030 6.845 Stated 36 6H/30S FIXED XXXXXXX XX 00000 360 245,000.00 8.125 20060901 SFR 1,819.12 244,352.40 8.125 Investment Purchase 415,000.00 356 20061201 0.250 0.030 7.845 Stated FIXED XXXXXX XX 00000 360 177,075.00 7.125 20061001 SFR 1,051.38 177,075.00 7.125 Investment Rate Refi 225,000.00 357 20061201 0.250 0.030 6.845 Stated FIXED XXXXXX XX 00000 360 187,500.00 7.125 20061001 SFR 1,113.28 187,500.00 7.125 Investment Rate Refi 245,002.00 357 20061201 0.250 0.030 6.845 Stated FIXED XXXXXXX XX 00000 360 87,500.00 7.625 20060901 SFR 619.32 87,244.25 7.625 Owner Occupied Rate Refi 146,000.00 356 20061201 0.250 0.030 7.345 Express Non-Verified Assets 36 6H/30S FIXED XXXXXX XX 00000 360 236,800.00 8.250 20060901 SFR 1,779.00 236,189.74 8.250 Investment Purchase 299,000.00 356 20061201 0.250 0.030 7.970 SISA FIXED XXXXX XX 00000 360 147,200.00 8.250 20060901 HI-RISE 1,012.00 147,200.00 8.250 2nd Home Purchase 184,000.00 356 20061201 0.250 0.030 7.970 Stated 36 6H/30S FIXED XXXXX XX 00000 360 169,400.00 8.250 20061001 SFR 1,164.63 169,400.00 8.250 Owner Occupied Purchase 290,000.00 357 20061201 0.250 0.030 7.970 Stated 6 H FIXED XXXXXX XX 00000 360 413,000.00 7.250 20061001 SFR 2,495.21 412,933.97 7.250 Investment CashOut Refi 590,000.00 357 20061201 0.250 0.030 6.970 Express Verified Assets 24 6H/18S FIXED SUN XXXXXX XXXX XX 00000 360 275,000.00 7.000 20060901 4-FAMILY 1,829.58 274,090.43 7.000 Owner Occupied CashOut Refi 815,000.00 356 20061201 0.250 0.030 6.720 Express No Doc 24 6H/18S FIXED XXXXXXXX XXXX XX 00000 360 81,600.00 8.000 20060901 SFR 598.75 81,378.81 8.000 Investment Purchase 102,000.00 356 20061201 0.250 0.030 7.720 Stated FIXED XXXXXXX XX 00000 360 298,900.00 7.500 20060901 D-PUDS 1,868.12 298,900.00 7.500 Owner Occupied Purchase 479,000.00 356 20061201 0.250 0.030 7.220 Express No Doc 12 6H/6S FIXED XXXXXXXXXXXX XX 00000 360 97,500.00 8.500 20060901 2-FAMILY 749.69 97,261.23 8.500 Investment CashOut Refi 151,000.00 356 20061201 0.250 0.030 8.220 SISA FIXED XXXXXXX XX 00000 360 154,400.00 7.500 20061001 SFR 1,079.59 154,054.07 7.500 Owner Occupied CashOut Refi 193,000.00 357 20061201 0.250 0.030 7.220 Stated 24 6H/18S FIXED XXXXXXXX XX 00000 360 288,000.00 8.500 20061001 SFR 2,040.00 288,000.00 8.500 Owner Occupied CashOut Refi 360,000.00 357 20061201 0.250 0.030 8.220 Stated FIXED XXXX XX 00000 360 149,500.00 6.750 20061001 D-PUDS 969.65 149,111.69 6.750 Investment CashOut Refi 230,000.00 357 20061201 0.250 0.030 6.470 Stated 24 6H/18S FIXED XXXXXXXX XX 00000 360 79,150.00 8.000 20061001 2-FAMILY 580.77 78,989.63 8.000 Investment Rate Refi 90,000.00 357 20061201 0.250 0.030 7.720 MGIC 25 Full FIXED XXXXXXXX XX 00000 360 172,800.00 7.250 20061001 SFR 1,178.80 172,393.16 7.250 Owner Occupied CashOut Refi 217,000.00 357 20061201 0.250 0.030 6.970 Full 36 6H/30S FIXED XXXXXXXX XX 00000 360 105,600.00 7.875 20061001 SFR 765.67 105,380.55 7.875 Owner Occupied Purchase 132,000.00 357 20061201 0.250 0.030 7.595 Express Verified Assets FIXED XXXXXXX XX 00000 360 176,000.00 8.250 20061001 SFR 1,322.23 175,660.99 8.250 Investment Purchase 220,000.00 357 20061201 0.250 0.030 7.970 Stated 24 6H/18S FIXED XXXXXX XXXXXX XX 00000 360 388,000.00 7.500 20061001 SFR 2,712.95 387,130.74 7.500 Owner Occupied Purchase 485,000.00 357 20061201 0.250 0.030 7.220 Stated 24 6H/18S FIXED XXXXXXXX XX 00000 360 612,000.00 7.375 20061001 SFR 3,970.97 611,366.96 7.375 Owner Occupied CashOut Refi 765,000.00 357 20061201 0.250 0.030 7.095 Stated 24 6H/18S FIXED XXXXXX-XXXX XX 00000 360 75,300.00 6.875 20061101 CONDO 494.67 75,173.11 6.875 Owner Occupied CashOut Refi 449,000.00 358 20061201 0.250 0.030 6.595 Express No Doc 24 6H/18S FIXED XXXXXXXX XX 00000 360 568,550.00 6.500 20061101 D-PUDS 3,593.62 567,519.27 6.500 Owner Occupied Purchase 730,000.00 358 20061201 0.250 0.030 6.220 Stated FIXED XXXXXXXX XX 00000 360 336,000.00 7.500 20061101 PUD 2,100.00 336,000.00 7.500 Owner Occupied Purchase 420,000.00 358 20061201 0.250 0.030 7.220 Express Verified Assets 24 6H/18S FIXED XXXXXXXX XX 00000 360 1,000,000.00 7.375 20061101 HI-RISE 6,906.75 998,473.49 7.375 Owner Occupied CashOut Refi 1,700,000.00 358 20061201 0.250 0.030 7.095 Express No Doc 24 6H/18S FIXED XXXXXXX XX 00000 360 484,250.00 6.875 20061101 SFR 3,181.18 483,434.01 6.875 Owner Occupied Purchase 745,000.00 358 20061201 0.250 0.030 6.595 Express Non-Verified Assets 24 6H/18S FIXED XXXXXXX XX 00000 360 485,000.00 6.750 20061101 SFR 3,145.70 484,162.51 6.750 Owner Occupied CashOut Refi 950,000.00 358 20061201 0.250 0.030 6.470 Express Non-Verified Assets 24 6H/18S FIXED XXX XXXXX XX 00000 360 168,350.00 8.500 20061101 CONDO 1,294.47 168,145.30 8.500 Owner Occupied Purchase 295,000.00 358 20061201 0.250 0.030 8.220 Express No Doc 24 6H/18S FIXED XXXXXXXXXX XX 00000 360 130,000.00 6.990 20061101 SFR 864.02 129,785.84 6.990 Investment CashOut Refi 200,000.00 358 20061201 0.250 0.030 6.710 Express No Doc 24 6H/18S FIXED XXX XXXXXXX XX 00000 360 310,000.00 6.875 20061101 SFR 1,776.04 310,000.00 6.875 Owner Occupied CashOut Refi 520,000.00 358 20061201 0.250 0.030 6.595 Express No Doc 24 6H/18S FIXED XXXX XXXXXX XX 00000 360 427,500.00 6.625 20061101 SFR 2,360.16 427,500.00 6.625 Owner Occupied CashOut Refi 570,000.00 358 20061201 0.250 0.030 6.345 Stated FIXED XXXXXX XX 00000 360 146,000.00 6.625 20061101 SFR 934.85 145,741.67 6.625 Owner Occupied CashOut Refi 230,000.00 358 20061201 0.250 0.030 6.345 Full FIXED XXXXX XXXXXX XX 00000 360 255,000.00 6.625 20061101 D-PUDS 1,632.79 254,548.80 6.625 Owner Occupied Purchase 339,000.00 358 20061201 0.250 0.030 6.345 SISA FIXED XXXXXXXXXX XX 00000 360 206,000.00 6.750 20061101 SFR 1,336.11 205,644.28 6.750 Investment CashOut Refi 317,000.00 358 20061201 0.250 0.030 6.470 Express No Doc 24 6H/18S FIXED XXXXX XXXX XX 00000 360 227,000.00 6.500 20061101 SFR 1,434.79 226,588.47 6.500 Owner Occupied CashOut Refi 485,000.00 358 20061201 0.250 0.030 6.220 SISA FIXED XXXXXX XX 00000 360 280,000.00 6.375 20061101 SFR 1,746.84 279,479.94 6.375 Owner Occupied CashOut Refi 380,022.00 358 20061201 0.250 0.030 6.095 SISA FIXED XXXXXXX XXXXX XX 00000 360 550,000.00 6.875 20061101 2-FAMILY 3,151.04 550,000.00 6.875 Investment CashOut Refi 1,522,000.00 358 20061201 0.250 0.030 6.595 Stated 24 6H/18S FIXED XXX XXXXXXX XX 00000 360 315,600.00 6.875 20061101 SFR 2,073.27 315,068.20 6.875 Owner Occupied CashOut Refi 526,000.00 358 20061201 0.250 0.030 6.595 Express No Doc 6 H FIXED XXXXXX XXXXXX XX 00000 360 407,200.00 7.125 20061101 D-PUDS 2,743.38 406,546.81 7.125 Owner Occupied Purchase 509,000.00 358 20061201 0.250 0.030 6.845 Express Verified Assets FIXED XXXXXXXXXX XX 00000 360 254,000.00 6.375 20061001 SFR 1,349.38 254,000.00 6.375 Owner Occupied Rate Refi 380,000.00 357 20061201 0.250 0.030 6.095 SISA FIXED XXXXXXX XXXX XX 00000 360 254,650.00 7.500 20061001 SFR 1,591.56 254,650.00 7.500 Owner Occupied Rate Refi 375,000.00 357 20061201 0.250 0.030 7.220 Stated 24 6H/18S FIXED XXX XXXXXXX XX 00000 360 175,000.00 6.990 20061101 4-FAMILY 1,163.10 174,711.72 6.990 Investment CashOut Refi 690,000.00 358 20061201 0.250 0.030 6.710 Express No Doc 24 6H/18S FIXED XXXXX XX 00000 360 660,000.00 6.250 20061101 SFR 4,063.73 658,744.28 6.250 Owner Occupied CashOut Refi 826,000.00 358 20061201 0.250 0.030 5.970 Full FIXED XXXXXXX XXXXX XX 00000 360 400,000.00 6.990 20061101 SFR 2,658.52 399,338.05 6.990 Owner Occupied CashOut Refi 850,000.00 358 20061201 0.250 0.030 6.710 Express No Doc 24 6H/18S FIXED XXXXXXXX XX 00000 360 379,200.00 6.750 20061101 SFR 2,133.00 379,200.00 6.750 Investment Purchase 485,000.00 358 20061201 0.250 0.030 6.470 Full FIXED XXXXXXXXXXX XX 00000 360 228,000.00 6.875 20061101 SFR 1,306.25 228,000.00 6.875 Owner Occupied CashOut Refi 285,000.00 358 20061201 0.250 0.030 6.595 Full FIXED XXXXXX XX 00000 360 201,000.00 6.750 20061101 SFR 1,303.68 200,652.92 6.750 Owner Occupied CashOut Refi 400,000.00 358 20061201 0.250 0.030 6.470 Stated FIXED XXXXXXX XX 00000 360 97,500.00 7.250 20061101 2-FAMILY 665.12 97,347.42 7.250 Investment CashOut Refi 150,000.00 358 20061201 0.250 0.030 6.970 Express No Doc 24 6H/18S FIXED XXXXXXX XX 00000 360 215,200.00 8.250 20061101 3-FAMILY 1,616.73 214,924.60 8.250 Investment Purchase 269,000.00 358 20061201 0.250 0.030 7.970 Express No Doc 24 6H/18S FIXED XXXXXXX XX 00000 360 214,400.00 8.500 20061101 SFR 1,648.55 214,139.32 8.500 Owner Occupied Purchase 268,000.00 358 20061201 0.250 0.030 8.220 SISA FIXED XXXXXXXX XX 00000 360 131,600.00 7.500 20061101 SFR 920.17 131,404.05 7.500 Owner Occupied Purchase 171,000.00 358 20061201 0.250 0.030 7.220 Express No Doc 6 H FIXED XXXXX XX 00000 360 300,000.00 6.625 20061101 4-FAMILY 1,920.93 299,469.18 6.625 Owner Occupied CashOut Refi 510,000.00 358 20061201 0.250 0.030 6.345 Stated FIXED XXXXX XXXXXXXXXX XX 00000 360 175,000.00 6.500 20061101 SFR 1,106.12 174,682.74 6.500 Owner Occupied CashOut Refi 345,000.00 358 20061201 0.250 0.030 6.220 SISA FIXED XXXXXXXXX XX 00000 360 163,200.00 6.375 20061101 D-PUDS 1,018.16 162,896.88 6.375 Owner Occupied Rate Refi 285,000.00 358 20061201 0.250 0.030 6.095 Express Verified Assets FIXED XXXXX XX 00000 360 280,000.00 7.250 20061101 D-PUDS 1,910.09 279,561.84 7.250 Investment CashOut Refi 350,000.00 358 20061201 0.250 0.030 6.970 Stated 24 6H/18S FIXED XXXXX XX 00000 360 130,000.00 6.875 20061101 SFR 744.79 130,000.00 6.875 Investment CashOut Refi 210,000.00 358 20061201 0.250 0.030 6.595 Express Non-Verified Assets FIXED XXX XXXXXXXX XX 00000 360 300,000.00 6.500 20061201 SFR 1,625.00 300,000.00 6.500 Owner Occupied CashOut Refi 527,000.00 359 20061201 0.375 0.030 6.095 Stated 36 X 0 XXXXX 0 XXXXXX XX 0000 360 179,200.00 8.125 20061101 SFR 1,330.55 178,964.76 8.125 Owner Occupied Purchase 226,000.00 358 20061201 0.250 0.030 7.845 Express Verified Assets FIXED XXXXXXXXXXXX XX 00000 360 62,856.00 9.250 20061101 SFR 517.1 62,789.69 9.250 Investment CashOut Refi 98,000.00 358 20061201 0.250 0.030 8.970 Stated FIXED XXXXXXXXX XXXX XX 00000 180 380,000.00 8.000 20061101 SFR 2,533.33 379,993.33 8.000 Owner Occupied Purchase 475,000.00 178 20061201 0.250 0.030 7.720 Stated 36 H FIXED XXX XXXXXXX XX 00000 360 60,000.00 9.625 20061101 SFR 509.99 59,942.28 9.625 Investment Purchase 75,000.00 358 20061201 0.250 0.030 9.345 Stated 36 S FIXED XXX XXXXX XX 00000 360 65,880.00 8.375 20061101 PUD 500.74 65,797.82 8.375 Owner Occupied CashOut Refi 244,000.00 358 20061201 0.250 0.030 8.095 Express Verified Assets 36 H FIXED XX XXXXX XX 00000 360 370,000.00 7.625 20060901 SFR 2,351.04 370,000.00 7.625 Owner Occupied CashOut Refi 539,000.00 356 20061201 0.250 0.030 7.345 SISA 36 H FIXED XXXXXXX XXXX XX 00000 360 196,000.00 7.750 20061101 CONDO 1,404.17 195,722.44 7.750 2nd Home Purchase 245,000.00 358 20061201 0.250 0.030 7.470 Stated 36 H FIXED (XXXXXXXX XXXX XXXX) XXX XXXXX XX 00000 180 488,000.00 8.250 20060801 SFR 3,355.00 488,000.00 8.250 Owner Occupied CashOut Refi 610,000.00 175 20061201 0.250 0.030 7.970 Stated 12 H FIXED XXXXX XXXXXX XX 00000 360 192,000.00 8.000 20061101 SFR 1,280.00 192,000.00 8.000 Owner Occupied Purchase 246,000.00 358 20061201 0.250 0.030 7.720 Stated 36 H FIXED XXXXXXXX XX 00000 360 171,000.00 7.750 20061101 SFR 1,225.06 170,757.84 7.750 Investment Purchase 285,000.00 358 20061201 0.250 0.030 7.470 Stated 12 H FIXED XXXXXXXXXXXX XX 00000 360 119,200.00 9.000 20061101 CONDO 894 119,200.00 9.000 Investment Purchase 163,000.00 358 20061201 0.250 0.030 8.720 Stated 12 H FIXED XXXXX XX 00000 360 135,920.00 8.250 20061101 CONDO 934.45 135,920.00 8.250 Owner Occupied Purchase 171,000.00 358 20061201 0.250 0.030 7.970 Stated 12 H FIXED XXXXXX XX 00000 360 188,000.00 8.500 20061101 PUD 1,331.67 188,000.00 8.500 Investment CashOut Refi 235,000.00 358 20061201 0.250 0.030 8.220 Stated 36 S FIXED XXX XXXXX XX 00000 360 223,000.00 6.625 20061101 SFR 1,427.89 222,605.43 6.625 Investment CashOut Refi 550,000.00 358 20061201 0.250 0.030 6.345 Express Verified Assets 36 H FIXED XXXXXXXXXXX XX 00000 360 291,182.00 7.990 20061101 SFR 1,938.79 291,182.00 7.990 Owner Occupied Purchase 445,000.00 358 20061201 0.250 0.030 7.170 0.54 PMI - LENDER PAID 22 Stated FIXED XXXXX XXX XXXXX XX 00000 360 328,000.00 7.875 20061101 PUD 2,152.50 328,000.00 7.875 Owner Occupied Purchase 506,000.00 358 20061201 0.250 0.030 7.595 Stated FIXED XXXXXXXX XX 00000 180 472,000.00 8.625 20061101 CONDO 3,392.50 472,000.00 8.625 Owner Occupied CashOut Refi 590,000.00 178 20061201 0.250 0.030 8.345 Stated 12 H FIXED XXXXXX XX 00000 180 112,800.00 7.625 20061101 PUD 716.75 112,800.00 7.625 Investment Purchase 141,000.00 178 20061201 0.250 0.030 7.345 Stated 36 H FIXED XXXXXXXXX XX 00000 180 295,200.00 6.990 20061101 SFR 1,719.54 295,200.00 6.990 Owner Occupied Purchase 380,000.00 178 20061201 0.250 0.030 6.710 Stated 36 H FIXED XXXXXXX XX 00000 180 524,000.00 8.125 20061101 SFR 3,547.92 524,000.00 8.125 Owner Occupied CashOut Refi 682,000.00 178 20061201 0.250 0.030 7.845 Stated 12 H FIXED XX XXXXXX XX 00000 180 380,800.00 5.750 20061101 SFR 1,824.67 380,800.00 5.750 Owner Occupied CashOut Refi 476,000.00 178 20061201 0.250 0.030 5.470 Stated 36 H FIXED XXXXXXXXXXX XX 00000 180 140,000.00 6.625 20061101 SFR 772.92 140,000.00 6.625 Owner Occupied CashOut Refi 175,000.00 178 20061201 0.250 0.030 6.345 Full 36 H FIXED XXX XXXXXXXXXX XX 00000 180 272,000.00 7.500 20061101 SFR 1,700.00 272,000.00 7.500 Owner Occupied Purchase 370,000.00 178 20061201 0.250 0.030 7.220 Stated FIXED XXX XXXXXXX XX 00000 180 304,000.00 6.250 20061101 SFR 1,583.33 304,000.00 6.250 Owner Occupied Purchase 380,000.00 178 20061201 0.250 0.030 5.970 Stated 36 H FIXED XXXXXXXXXX XX 00000 180 316,000.00 7.500 20061101 SFR 1,975.00 316,000.00 7.500 Owner Occupied Purchase 400,000.00 178 20061201 0.250 0.030 7.220 Stated 12 H FIXED XXXXXXXX XX 00000 180 488,000.00 7.500 20061101 PUD 3,050.00 488,000.00 7.500 Owner Occupied Purchase 610,000.00 178 20061201 0.250 0.030 7.220 Stated 36 H FIXED XXXXXXXX XX 00000 180 352,000.00 7.625 20061101 PUD 2,236.67 352,000.00 7.625 Owner Occupied Purchase 440,000.00 178 20061201 0.250 0.030 7.345 Stated 36 H FIXED XXX XXXXXXX XX 00000 180 308,000.00 6.875 20061101 SFR 1,764.58 308,000.00 6.875 Owner Occupied Purchase 385,000.00 178 20061201 0.250 0.030 6.595 Stated 36 H FIXED XXXXXXX XX 00000 180 422,400.00 7.875 20061101 SFR 2,772.00 422,400.00 7.875 Owner Occupied Purchase 528,000.00 178 20061201 0.250 0.030 7.595 Stated 36 H FIXED XXXXXXXX XX 00000 180 244,000.00 7.500 20061101 SFR 1,525.00 244,000.00 7.500 Owner Occupied CashOut Refi 305,000.00 178 20061201 0.250 0.030 7.220 Stated 12 H FIXED XXX XXXXXXX XX 00000 180 392,000.00 7.625 20061101 SFR 2,490.83 392,000.00 7.625 Owner Occupied Purchase 490,000.00 178 20061201 0.250 0.030 7.345 Express Verified Assets 36 H FIXED XXX XXXXXXX XX 00000 360 315,000.00 6.625 20061201 SFR 2,016.98 314,722.08 6.625 Owner Occupied CashOut Refi 535,000.00 359 20061201 0.250 0.030 6.345 SISA 24 H FIXED XXXXXXXX XXXXXXX XX 00000 360 380,000.00 6.125 20061201 SFR 1,939.58 380,000.00 6.125 Owner Occupied CashOut Refi 475,000.00 359 20061201 0.375 0.030 5.720 Stated 36 H 5.125 LIBOR 6 XXXX XXXXX XX 00000 360 139,500.00 7.500 20061101 SFR 975.4 139,292.31 7.500 Investment Purchase 186,000.00 358 20061201 0.250 0.030 7.220 Stated 24 H FIXED AREA XX XXXXXX XX 00000 360 444,000.00 7.250 20061201 SFR 2,682.50 444,000.00 7.250 Owner Occupied Purchase 576,000.00 359 20061201 0.375 0.030 6.845 Stated 12 H 3 LIBOR 6 XXXXXXX XXXXX XX 00000 360 552,900.00 7.000 20070101 HI-RISE 3,225.25 552,900.00 7.000 Investment Purchase 1,150,000.00 360 20061201 0.375 0.030 6.595 SISA 00 X 0 XXXXX 0 XXX XXXXXXX XX 00000 360 324,800.00 6.750 20061201 SFR 1,827.00 324,800.00 6.750 Owner Occupied Purchase 406,000.00 359 20061201 0.375 0.030 6.345 Stated 12 H 3 LIBOR 6 XXX XXXXX XX 00000 360 336,000.00 8.250 20061201 SFR 2,310.00 336,000.00 8.250 Investment CashOut Refi 420,000.00 359 20061201 0.375 0.030 7.845 Stated 12 H 3 LIBOR 6 XXXXXXXX XX 00000 360 430,500.00 6.500 20061201 SFR 2,331.88 430,500.00 6.500 Investment Purchase 630,000.00 359 20061201 0.375 0.030 6.095 Stated 00 X 0 XXXXX 0 XXXXXX XX 00000 360 343,200.00 7.750 20061201 SFR 2,216.50 343,200.00 7.750 Owner Occupied Purchase 429,000.00 359 20061201 0.375 0.030 7.345 Stated 36 H 3 LIBOR 6 XXX XXXXXXX XX 00000 360 480,000.00 7.000 20061201 SFR 2,800.00 480,000.00 7.000 Owner Occupied CashOut Refi 600,000.00 359 20061201 0.375 0.030 6.595 Stated 12 H 3 LIBOR 6 XXXXXXXX XX 00000 360 411,000.00 6.000 20061201 2-FAMILY 2,055.00 411,000.00 6.000 Owner Occupied CashOut Refi 660,000.00 359 20061201 0.375 0.030 5.595 Stated 36 H 3.5 LIBOR 6 XXXXXXXXXX XX 00000 360 126,000.00 7.500 20061201 TOWNHOUSE 787.5 126,000.00 7.500 Investment Purchase 206,000.00 359 20061201 0.375 0.030 7.095 Full 0 XXXXX 0 XXXXXXXXXXXX XX 00000 360 252,000.00 6.375 20061201 PUD 1,338.75 252,000.00 6.375 Investment Purchase 360,000.00 359 20061201 0.375 0.030 5.970 Stated 12 H 3 LIBOR 6 XXX XXXX XX 00000 360 554,000.00 5.875 20060101 SFR 2,712.29 554,000.00 5.875 Owner Occupied Rate Refi 821,000.00 348 20061201 0.375 0.030 5.470 Full 2.5 LIBOR 6 XXXXXXXX XX 00000 360 106,400.00 7.125 20061201 CONDO 716.84 106,314.91 7.125 Investment CashOut Refi 152,000.00 359 20061201 0.250 0.030 6.845 Stated 36 H FIXED XXXXXXX XX 00000 360 256,000.00 6.000 20070101 D-PUDS 1,534.85 255,745.15 6.000 Owner Occupied CashOut Refi 320,000.00 360 20070101 0.250 0.030 5.720 Stated FIXED XXXXXXX XXX XX 00000 360 659,500.00 5.875 20070101 SFR 3,901.19 659,500.00 5.875 Owner Occupied Rate Refi 900,000.00 360 20061201 0.250 0.030 5.595 Full 36 H FIXED XXXXXXXXX XX 00000 180 1,625,000.00 6.250 20070101 D-PUDS 13,933.12 1,625,000.00 6.250 Owner Occupied CashOut Refi 2,500,000.00 180 20061201 0.250 0.030 5.970 Stated 36 H FIXED XXXX XXXXX XXXXXXX XX 00000 360 1,365,000.00 7.625 20061101 PUD 8,673.44 1,365,000.00 7.625 Investment CashOut Refi 1,950,000.00 358 20061201 0.375 0.030 7.220 Stated 00 X 0.00 XXXXX 0 XXXX XXXXXXX XX 00000 360 460,000.00 6.875 20061201 SFR 2,635.42 460,000.00 6.875 Owner Occupied CashOut Refi 575,000.00 359 20061201 0.375 0.030 6.470 Stated 3 LIBOR 6 XXXX XXXXX XX 00000 360 168,000.00 6.875 20061201 CONDO 962.5 168,000.00 6.875 Owner Occupied CashOut Refi 215,000.00 359 20061201 0.375 0.030 6.470 Stated 3 LIBOR 6 XXXXXXXXX XX 00000 360 440,250.00 6.375 20061201 SFR 2,338.83 440,250.00 6.375 Owner Occupied Purchase 600,000.00 359 20061201 0.375 0.030 5.970 Full 0 XXXXX 0 XXXXXXXX XX 00000 360 437,250.00 7.875 20061201 3-FAMILY 2,869.45 437,250.00 7.875 Owner Occupied Purchase 585,000.00 359 20061201 0.375 0.030 7.470 Stated 0 XXXXX 0 XXXXXX XX 00000 360 264,000.00 8.000 20061201 3-FAMILY 1,937.14 263,822.86 8.000 Owner Occupied Purchase 350,000.00 359 20061201 0.375 0.030 7.595 Stated 4.25 LIBOR 0 XXXX XXXXX XXXXX XX 00000 360 172,000.00 7.500 20061101 SFR 1,839.19 172,000.00 7.500 Owner Occupied Purchase 227,000.00 358 20061201 0.375 0.030 7.095 Stated 00 X 0.0 XXXXX 0 XXX XXXXXX XXXX XX 00000 360 275,000.00 6.875 20061201 SFR 1,575.52 275,000.00 6.875 Owner Occupied CashOut Refi 500,000.00 359 20061201 0.250 0.030 6.595 Stated 36 H FIXED XXXXXXXXXX XX 00000 360 444,000.00 6.375 20061201 SFR 2,769.98 443,588.77 6.375 Owner Occupied CashOut Refi 705,000.00 359 20061201 0.250 0.030 6.095 Full FIXED XXXXXXXX XX 00000 360 172,000.00 7.000 20061101 PUD 1,144.32 171,717.20 7.000 Owner Occupied Purchase 222,000.00 358 20061201 0.250 0.030 6.720 Express Verified Assets 12 H FIXED XXXX XXX XX 00000 360 179,920.00 7.875 20061101 SFR 1,304.54 179,605.89 7.875 Owner Occupied Purchase 235,000.00 358 20061201 0.250 0.030 7.595 Express Verified Assets 12 H FIXED XXXXXXX XX 00000 360 246,850.00 6.750 20061101 PUD 1,601.06 246,423.75 6.750 Owner Occupied Purchase 318,000.00 358 20061201 0.250 0.030 6.470 Express Verified Assets 12 H FIXED XXXXXXXX XX 00000 360 172,643.00 6.500 20061101 PUD 1,091.22 172,330.01 6.500 2nd Home Purchase 236,000.00 358 20061201 0.250 0.030 6.220 Stated 12 H FIXED XXX XXXXXX XX 00000 360 166,400.00 7.500 20061101 PUD 1,163.49 166,152.25 7.500 Owner Occupied Purchase 208,000.00 358 20061201 0.250 0.030 7.220 Stated 12 H FIXED XXXXXXX XX 00000 360 140,000.00 7.000 20061101 PUD 931.42 139,769.83 7.000 Owner Occupied Purchase 176,000.00 358 20061201 0.250 0.030 6.720 Stated 12 H FIXED XXXX XX 00000 360 160,000.00 7.250 20061101 PUD 1,091.48 159,749.62 7.250 Owner Occupied Purchase 207,500.00 358 20061201 0.250 0.030 6.970 Stated 36 H FIXED XXXXX XX 00000 360 420,000.00 7.125 20061201 2-FAMILY 2,829.62 419,664.13 7.125 Owner Occupied Purchase 550,000.00 359 20061201 0.250 0.030 6.845 Xxxxxxx Xx Xxx XXXXX XXXXX XXX XXXXX XX 00000 360 120,000.00 6.625 20061201 PUD 768.37 119,894.13 6.625 Investment CashOut Refi 299,500.00 359 20061201 0.250 0.030 6.345 Stated FIXED XXXXXXX XX 00000 360 116,000.00 7.625 20061201 PUD 821.04 115,907.08 7.625 Owner Occupied Purchase 151,000.00 359 20061201 0.250 0.030 7.345 Stated 12 H FIXED XXXX XX 00000 360 435,000.00 6.875 20061201 SFR 2,857.64 434,634.55 6.875 Owner Occupied Rate Refi 600,000.00 359 20061201 0.250 0.030 6.595 Stated FIXED XXXXXXXX XX 00000 360 530,000.00 6.875 20061201 PUD 3,481.72 529,554.74 6.875 Owner Occupied Purchase 663,000.00 359 20061201 0.250 0.030 6.595 Stated 12 H FIXED XXXXXXX XX 00000 360 123,200.00 7.250 20061201 SFR 840.44 123,103.89 7.250 Owner Occupied CashOut Refi 154,000.00 359 20061201 0.250 0.030 6.970 Stated 12 H FIXED XXXXXXXXXXXXX XX 00000 360 159,900.00 7.750 20061201 SFR 1,145.54 159,581.73 7.750 Investment Purchase 205,000.00 359 20061201 0.250 0.030 7.470 Stated 12 H FIXED XXXXXXXX XX 00000 360 466,400.00 5.875 20061201 D-PUDS 2,283.42 466,400.00 5.875 Owner Occupied Purchase 720,000.00 359 20061201 0.375 0.030 5.470 Full 0 XXXXX 0 XXX XXXXX XX 00000 360 338,000.00 6.375 20061201 SFR 2,108.68 337,686.95 6.375 Owner Occupied Rate Refi 520,000.00 359 20061201 0.250 0.030 6.095 Stated 36 H FIXED XXXX XXXXXX XX 00000 360 508,400.00 6.375 20061201 HI-RISE 2,700.88 508,400.00 6.375 2nd Home Purchase 680,000.00 359 20061201 0.375 0.030 5.970 Stated 0 XXXXX 0 XXX XXXXXXX XX 00000 360 290,000.00 6.750 20061201 SFR 1,631.25 290,000.00 6.750 Owner Occupied CashOut Refi 437,000.00 359 20061201 0.250 0.030 6.470 Stated 36 H FIXED XXXXXX XXXXX XX 00000 360 182,000.00 6.500 20061201 CONDO 985.83 182,000.00 6.500 2nd Home Purchase 260,000.00 359 20061201 0.375 0.030 6.095 SISA 3 LIBOR 0 X.X (XXXXX XXXXXXXXX XXXX) XX 00000 360 373,500.00 6.750 20061201 SFR 2,422.51 373,178.43 6.750 Owner Occupied CashOut Refi 586,000.00 359 20061201 0.250 0.030 6.470 Express Non-Verified Assets FIXED XXX XXXXX XX 00000 360 169,400.00 7.000 20061201 SFR 988.17 169,400.00 7.000 Owner Occupied CashOut Refi 242,000.00 359 20061201 0.375 0.030 6.595 Xxxxxx 00 X 0 XXXXX 0 XXXXX XX 00000 360 225,000.00 6.750 20061201 SFR 1,265.63 225,000.00 6.750 Investment CashOut Refi 325,000.00 359 20061201 0.375 0.030 6.345 SISA 12 H 0 XXXXX 0 XXX XXXXXXXXXX XX 00000 360 224,700.00 7.500 20061201 SFR 1,404.37 224,700.00 7.500 Owner Occupied CashOut Refi 321,000.00 359 20061201 0.375 0.030 7.095 Stated 00 X 0 XXXXX 0 XXXXXXXXX XX 00000 360 196,000.00 7.250 20061201 CONDO 1,337.07 195,847.10 7.250 Investment Rate Refi 245,000.00 359 20061201 0.375 0.030 6.845 Stated 12 H 3 LIBOR 6 XXXXXX XX 00000 360 320,000.00 8.375 20061201 SFR 2,233.33 320,000.00 8.375 Investment Purchase 400,000.00 359 20061201 0.375 0.030 7.970 Stated 2.75 LIBOR 6 XXXXXX XX 00000 360 603,750.00 7.375 20061201 SFR 4,169.95 603,290.60 7.375 Owner Occupied CashOut Refi 805,000.00 359 20061201 0.250 0.030 7.095 Stated 36 H FIXED XXX XXXXXXX XX 00000 360 605,000.00 7.000 20061201 SFR 3,529.17 605,000.00 7.000 Owner Occupied CashOut Refi 865,000.00 359 20061201 0.375 0.030 6.595 SISA 0 XXXXX 0 XXXXX XX 00000 360 490,000.00 8.375 20061201 SFR 3,724.35 489,695.44 8.375 Owner Occupied CashOut Refi 755,000.00 359 20061201 0.375 0.030 7.970 Stated 0 XXXXX 0 XXX XXXXX XX 00000 360 417,750.00 6.125 20061201 SFR 2,132.27 417,750.00 6.125 Owner Occupied Purchase 560,000.00 359 20061201 0.250 0.030 5.845 Stated 36 H FIXED XXXXXX XX 00000 360 181,200.00 6.625 20061201 D-PUDS 1,000.38 181,200.00 6.625 Owner Occupied Purchase 232,000.00 359 20061201 0.375 0.030 6.220 Stated 3 LIBOR 6 XXXXXX XX 00000 360 238,125.00 6.875 20061201 SFR 1,364.26 238,125.00 6.875 Investment Purchase 353,000.00 359 20061201 0.375 0.030 6.470 Stated 00 X 0 XXXXX 0 XXX XXXX XXXX XX 00000 360 450,000.00 6.000 20061201 SFR 2,697.98 449,552.02 6.000 Owner Occupied Rate Refi 660,000.00 359 20061201 0.250 0.030 5.720 SISA FIXED XXXXXXXXX XX 00000 360 490,000.00 5.750 20061201 SFR 2,347.92 490,000.00 5.750 Owner Occupied CashOut Refi 700,000.00 359 20061201 0.375 0.030 5.345 Stated 36 H 0 XXXXX 0 XXXX XXXXXX XXXX XX 00000 360 572,000.00 8.625 20061201 2-FAMILY 4,448.96 571,606.35 8.625 Investment CashOut Refi 715,000.00 359 20061201 0.250 0.030 8.345 Express Verified Assets FIXED XXXXXXX XX 0000 360 84,000.00 8.625 20061101 TOWNHOUSE 653.34 83,500.41 8.625 Investment CashOut Refi 105,000.00 358 20061201 0.250 0.030 8.345 Express No Doc FIXED XXXXX XX 00000 360 88,800.00 7.875 20061101 HI-RISE 643.86 88,677.38 7.875 Owner Occupied Purchase 111,000.00 358 20061201 0.250 0.030 7.595 Stated FIXED XXXXXX XX 00000 360 680,000.00 8.750 20061201 2-FAMILY 4,958.33 680,000.00 8.750 Owner Occupied CashOut Refi 850,000.00 359 20061201 0.250 0.030 8.470 SISA FIXED XXXXX XXXXX XXXX XX 00000 360 513,750.00 6.875 20061201 2-FAMILY 3,374.97 513,318.39 6.875 Owner Occupied CashOut Refi 685,000.00 359 20061201 0.250 0.030 6.595 Express Verified Assets FIXED XXXXXXXXXXXX XX 00000 360 55,000.00 8.250 20061101 SFR 413.2 54,894.53 8.250 Investment CashOut Refi 74,000.00 358 20061201 0.250 0.030 7.970 Stated FIXED XXXXXXX XXXX XX 00000 360 165,000.00 7.250 20061201 SFR 1,125.59 164,871.29 7.250 Owner Occupied CashOut Refi 535,000.00 359 20061201 0.250 0.030 6.970 Stated FIXED XXXXXXXXXXXX XX 00000 360 60,000.00 8.250 20061201 SFR 450.76 59,961.74 8.250 Investment CashOut Refi 75,000.00 359 20061201 0.250 0.030 7.970 Stated 36 S FIXED XXXXXXXX XX 00000 360 279,000.00 7.875 20061201 SFR 2,022.94 278,808.00 7.875 Owner Occupied Purchase 320,000.00 359 20061201 0.250 0.030 7.595 RMIC 25 Express No Doc FIXED XXX XXXXXXX XX 00000 360 110,200.00 7.875 20061201 SFR 723.19 110,200.00 7.875 2nd Home Purchase 116,000.00 359 20061201 0.250 0.030 7.595 RMIC 30 Stated FIXED XXXXXXXXXX XX 00000 360 113,850.00 7.375 20061101 CONDO 786.33 113,676.21 7.375 2nd Home Purchase 126,500.00 358 20061201 0.250 0.030 7.095 RMIC 25 Stated FIXED XXXXXXX XX 00000 360 380,000.00 5.990 20061101 SFR 1,896.83 380,000.00 5.990 Owner Occupied CashOut Refi 475,000.00 358 20061201 0.375 0.030 5.585 Stated 36 H 2.75 LIBOR 6 XXXXX XX 00000 360 51,750.00 9.625 20061101 SFR 415.08 51,750.00 9.625 Investment Rate Refi 71,000.00 358 20061201 0.375 0.030 9.220 Stated 00 X 0.00 XXXXX 0 XXXX XXXX XX 00000 360 600,000.00 9.000 20061101 SFR 6,570.81 600,000.00 9.000 Investment CashOut Refi 750,000.00 358 20061201 0.375 0.030 8.595 Express Verified Assets 12 H 2.75 LIBOR 6 XXXXXXX XX 00000 360 447,200.00 7.750 20061101 SFR 2,888.17 447,200.00 7.750 Owner Occupied Purchase 565,000.00 358 20061201 0.375 0.030 7.345 Express Verified Assets 12 H 2.75 LIBOR 6 XXXXX XXXXX XX 00000 360 312,000.00 6.875 20061101 SFR 1,787.50 312,000.00 6.875 Owner Occupied CashOut Refi 390,000.00 358 20061201 0.375 0.030 6.470 Stated 36 H 2.75 LIBOR 6 XXXXXXXXX XX 00000 360 272,000.00 8.250 20061101 CONDO 1,870.00 272,000.00 8.250 Owner Occupied CashOut Refi 340,000.00 358 20061201 0.375 0.030 7.845 Express Verified Assets 36 H 2.75 LIBOR 6 XXX XXXXX XX 00000 360 384,000.00 5.990 20061101 SFR 1,916.80 384,000.00 5.990 Owner Occupied Rate Refi 480,000.00 358 20061201 0.375 0.030 5.585 Stated 36 H 2.75 LIBOR 6 XXXXXXX XXXXX XX 00000 360 188,000.00 7.750 20061101 SFR 1,214.17 188,000.00 7.750 Investment Purchase 270,000.00 358 20061201 0.375 0.030 7.345 Full 2.75 LIBOR 6 XXXXXXX XX 00000 360 360,000.00 5.875 20061101 SFR 1,762.50 360,000.00 5.875 Owner Occupied CashOut Refi 450,000.00 358 20061201 0.375 0.030 5.470 Stated 36 H 2.75 LIBOR 6 XXXXX XXXXXX XX 00000 360 348,000.00 7.125 20061101 3-FAMILY 2,066.25 348,000.00 7.125 Owner Occupied Purchase 435,000.00 358 20061201 0.375 0.030 6.720 Stated 36 H 2.75 LIBOR 6 XXXXXXXX XXXX XX 00000 360 345,600.00 5.875 20061101 PUD 1,692.00 345,600.00 5.875 Owner Occupied CashOut Refi 432,000.00 358 20061201 0.375 0.030 5.470 Full 36 X 0.00 XXXXX 0 (XXXXXXXX XXXX) XX 00000 360 368,000.00 7.375 20061101 SFR 2,261.67 368,000.00 7.375 Owner Occupied Purchase 470,000.00 358 20061201 0.375 0.030 6.970 Stated 36 H 2.75 LIBOR 6 XXXXXXXXXXX XX 00000 360 298,022.00 6.875 20061101 SFR 1,707.42 298,022.00 6.875 Owner Occupied Purchase 373,000.00 358 20061201 0.375 0.030 6.470 Stated 36 H 2.75 LIBOR 6 XXXXXXX XX 00000 360 185,600.00 6.875 20061101 PUD 1,063.33 185,600.00 6.875 Owner Occupied Purchase 239,000.00 358 20061201 0.375 0.030 6.470 Stated 36 H 2.75 LIBOR 6 XXXXXXX XX 00000 360 105,520.00 7.750 20061201 CONDO 1,189.10 105,445.53 7.750 2nd Home Purchase 132,000.00 359 20061201 0.375 0.030 7.345 Stated 36 H 2.75 LIBOR 6 XXXXXXX XX 00000 360 78,800.00 7.250 20061101 PUD 476.08 78,736.95 7.250 Investment Rate Refi 99,000.00 358 20061201 0.375 0.030 6.845 Stated 00 X 0.00 XXXXX 0 XX XXXXXX XX 00000 360 496,000.00 7.375 20061101 SFR 3,048.33 496,000.00 7.375 Owner Occupied CashOut Refi 620,000.00 358 20061201 0.375 0.030 6.970 Stated 36 H 2.75 LIBOR 6 XXXXXXXX XX 00000 360 241,500.00 6.875 20061101 SFR 1,383.59 241,500.00 6.875 Owner Occupied CashOut Refi 317,000.00 358 20061201 0.375 0.030 6.470 Express No Doc 36 S 2.75 LIBOR 6 XXXXXXX XX 00000 360 332,000.00 6.750 20061101 SFR 1,867.50 332,000.00 6.750 Owner Occupied Purchase 420,000.00 358 20061201 0.375 0.030 6.345 Stated 36 H 2.75 LIBOR 6 XXX XXXXXXX XX 00000 360 287,000.00 6.990 20061101 SFR 1,671.78 287,000.00 6.990 Owner Occupied CashOut Refi 435,000.00 358 20061201 0.375 0.030 6.585 Stated 36 H 2.75 LIBOR 6 XXXXXX XXXXX XX 00000 360 462,150.00 7.500 20061101 SFR 2,888.44 462,150.00 7.500 Owner Occupied CashOut Refi 585,000.00 358 20061201 0.375 0.030 7.095 Stated 36 H 2.75 LIBOR 0 XXX XXXXXXX (XXXXX XXXXXXXXX X XX 00000 360 356,400.00 5.625 20061101 SFR 1,670.63 356,400.00 5.625 Owner Occupied CashOut Refi 540,000.00 358 20061201 0.375 0.030 5.220 Stated 36 H 2.75 LIBOR 6 XXXXXX XX 00000 360 381,500.00 7.375 20061101 SFR 2,344.64 381,500.00 7.375 Investment CashOut Refi 560,000.00 358 20061201 0.375 0.030 6.970 Express No Doc 36 H 2.75 LIBOR 6 XXX XXXXXXX XX 00000 360 81,000.00 6.875 20061101 PUD 532.11 80,863.51 6.875 Investment Rate Refi 112,300.00 358 20061201 0.375 0.030 6.470 Stated 00 X 0.00 XXXXX 0 XXXXXXXX XX 00000 360 121,600.00 7.875 20061201 SFR 881.68 121,516.32 7.875 Investment CashOut Refi 152,000.00 359 20061201 0.375 0.030 7.470 Express Verified Assets 36 H 2.75 LIBOR 6 XXX XXXXX XX 00000 360 266,250.00 6.375 20061101 SFR 1,414.45 266,250.00 6.375 Owner Occupied Rate Refi 355,000.00 358 20061201 0.375 0.030 5.970 Stated 36 H 2.75 LIBOR 6 XXXX XXXXXXX XX 00000 360 335,000.00 6.625 20061101 2-FAMILY 2,145.04 334,389.99 6.625 Owner Occupied CashOut Refi 670,000.00 358 20061201 0.375 0.030 6.220 Stated 36 H 2.75 LIBOR 6 XXXXXXXX XXXXX XX 00000 360 150,000.00 7.750 20061101 SFR 968.75 150,000.00 7.750 Owner Occupied CashOut Refi 290,000.00 358 20061201 0.375 0.030 7.345 Express No Doc 36 H 2.75 LIBOR 6 XXXX XXXXXX XX 00000 360 320,000.00 6.250 20061101 SFR 1,666.67 320,000.00 6.250 Owner Occupied CashOut Refi 440,000.00 358 20061201 0.375 0.030 5.845 Stated 36 H 2.75 LIBOR 6 XXXX XXXXX XX 00000 360 252,800.00 8.125 20061101 SFR 1,711.67 252,800.00 8.125 Investment CashOut Refi 316,000.00 358 20061201 0.375 0.030 7.720 Stated 00 X 0.00 XXXXX 0 XXX XXXXXXX XX 00000 360 86,400.00 6.750 20061101 SFR 560.39 86,250.80 6.750 Investment Rate Refi 134,700.00 358 20061201 0.375 0.030 6.345 Stated 00 X 0.00 XXXXX 0 XXXXXXXXXXX XX 00000 360 116,000.00 7.000 20061101 PUD 676.67 116,000.00 7.000 2nd Home Purchase 145,000.00 358 20061201 0.375 0.030 6.595 Full 2.75 LIBOR 6 XXXXXXXXX XX 00000 360 274,400.00 8.500 20061101 SFR 2,109.90 274,066.36 8.500 Owner Occupied Purchase 343,000.00 358 20061201 0.375 0.030 8.095 Stated 00 X 0.00 XXXXX 0 XXXX XXXXXX XX 00000 360 339,200.00 7.500 20061101 SFR 2,120.00 339,200.00 7.500 Investment Purchase 430,000.00 358 20061201 0.375 0.030 7.095 Stated 36 H 2.75 LIBOR 6 XXX XXXXXXX XX 00000 360 732,000.00 7.875 20061101 3-FAMILY 4,803.75 732,000.00 7.875 Owner Occupied Purchase 925,000.00 358 20061201 0.375 0.030 7.470 Stated 36 H 2.75 LIBOR 6 XXXXXXXX XX 00000 360 400,000.00 7.375 20061101 PUD 2,458.33 400,000.00 7.375 Owner Occupied Purchase 500,000.00 358 20061201 0.375 0.030 6.970 Stated 12 H 2.75 LIBOR 6 XXXXXXXX XX 00000 360 768,000.00 7.750 20061201 PUD 4,960.00 768,000.00 7.750 Owner Occupied CashOut Refi 960,000.00 359 20061201 0.375 0.030 7.345 Stated 2.75 LIBOR 0 XXXXXXXX XXXX XX 00000 360 840,000.00 7.875 20061101 PUD 6,090.58 838,840.04 7.875 Owner Occupied Purchase 1,050,000.00 358 20061201 0.375 0.030 7.470 Express Verified Assets 2.75 LIBOR 6 XXXXXXXXXX XX 00000 360 420,000.00 7.125 20061201 SFR 2,493.75 420,000.00 7.125 Owner Occupied Purchase 525,000.00 359 20061201 0.375 0.030 6.720 Express Verified Assets 36 H 2.75 LIBOR 6 XXXXXX XXXXX XX 00000 360 348,800.00 7.125 20061101 CONDO 2,071.00 348,800.00 7.125 Owner Occupied CashOut Refi 436,000.00 358 20061201 0.375 0.030 6.720 Stated 00 X 0.00 XXXXX 0 XXXXXX XXXXXX XX 00000 360 288,000.00 6.625 20061101 SFR 1,590.00 288,000.00 6.625 Owner Occupied CashOut Refi 360,000.00 358 20061201 0.375 0.030 6.220 Stated 36 H 2.75 LIBOR 6 XXXXXX XXXXXXXXX XX 00000 360 455,200.00 7.375 20061101 SFR 2,797.58 455,200.00 7.375 Owner Occupied Purchase 570,000.00 358 20061201 0.375 0.030 6.970 Express Verified Assets 2.75 LIBOR 6 XXX XXXXX XX 00000 360 452,000.00 7.500 20061101 SFR 2,825.00 452,000.00 7.500 Owner Occupied Purchase 590,000.00 358 20061201 0.375 0.030 7.095 Stated 2.75 LIBOR 6 XXXXXX XX 00000 360 384,000.00 7.250 20061101 SFR 2,320.00 384,000.00 7.250 Owner Occupied CashOut Refi 480,000.00 358 20061201 0.375 0.030 6.845 Stated 36 H 2.75 LIBOR 6 XXXXXXXX XX 00000 360 422,000.00 6.990 20061101 CONDO 2,458.15 422,000.00 6.990 Owner Occupied Purchase 529,000.00 358 20061201 0.375 0.030 6.585 Stated 36 H 2.75 LIBOR 6 XXXXXX XX 00000 360 237,500.00 6.625 20061101 SFR 1,311.20 237,500.00 6.625 Owner Occupied CashOut Refi 330,000.00 358 20061201 0.375 0.030 6.220 SISA 36 H 2.75 LIBOR 6 XXXXXXX XX 00000 360 79,000.00 7.250 20061101 PUD 477.29 78,939.82 7.250 Investment Rate Refi 101,000.00 358 20061201 0.375 0.030 6.845 Stated 36 S 2.75 LIBOR 6 XXX XXXXXXX XX 00000 360 412,000.00 8.000 20061101 2-FAMILY 2,746.67 412,000.00 8.000 Owner Occupied Purchase 515,000.00 358 20061201 0.375 0.030 7.595 Stated 2.75 LIBOR 0 XXXXX XXXX XX 00000 360 395,000.00 6.750 20061101 SFR 2,221.88 395,000.00 6.750 Owner Occupied CashOut Refi 510,000.00 358 20061201 0.375 0.030 6.345 Stated 36 H 2.75 LIBOR 6 XXXXXXXX XX 00000 360 239,200.00 7.500 20061201 PUD 2,387.83 239,200.00 7.500 Owner Occupied Purchase 300,000.00 359 20061201 0.375 0.030 7.095 Stated 12 H 2.75 LIBOR 6 XXX XXXXXXX XX 00000 360 348,000.00 6.875 20061101 SFR 1,993.75 348,000.00 6.875 Owner Occupied Purchase 440,000.00 358 20061201 0.375 0.030 6.470 Stated 36 H 2.75 LIBOR 6 XXX XXXXXXX XX 00000 360 380,000.00 6.625 20061201 SFR 2,097.92 380,000.00 6.625 Owner Occupied Purchase 475,000.00 359 20061201 0.375 0.030 6.220 Stated 36 H 2.75 LIBOR 6 XXXXXX XXXX XX 00000 360 384,000.00 6.375 20061101 SFR 2,040.00 384,000.00 6.375 Owner Occupied CashOut Refi 480,000.00 358 20061201 0.375 0.030 5.970 Express Verified Assets 00 X 0 XXXXX 0 XXXXX XX 00000 360 504,000.00 6.990 20061101 SFR 2,935.80 504,000.00 6.990 Owner Occupied Purchase 640,000.00 358 20061201 0.375 0.030 6.585 Express Verified Assets 36 H 2.75 LIBOR 6 CHICOPEE MA 1020 360 163,200.00 7.875 20061201 2-FAMILY 1,183.31 163,087.69 7.875 Owner Occupied Purchase 206,000.00 359 20061201 0.375 0.030 7.470 Stated 2.75 LIBOR 6 XXXXXXX XX 00000 360 540,000.00 6.125 20061201 SFR 3,281.10 540,000.00 6.125 Owner Occupied CashOut Refi 675,000.00 359 20061201 0.375 0.030 5.720 Stated 2.75 LIBOR 6 XXXXXXX XX 00000 360 184,000.00 7.750 20061101 PUD 1,188.33 184,000.00 7.750 Owner Occupied Purchase 234,000.00 358 20061201 0.375 0.030 7.345 Stated 36 H 2.75 LIBOR 6 XXX XXXXXXX XX 00000 360 309,600.00 6.375 20061101 SFR 1,644.75 309,600.00 6.375 Owner Occupied Purchase 387,000.00 358 20061201 0.375 0.030 5.970 Stated 24 H 3 LIBOR 6 XXXXXXXXXXXXXX XX 00000 360 146,400.00 7.500 20061201 PUD 915 146,400.00 7.500 Investment CashOut Refi 183,000.00 359 20061201 0.375 0.030 7.095 Express Verified Assets 36 H 2.75 LIBOR 6 XXXXXX XX 00000 360 176,250.00 6.250 20061101 SFR 917.97 176,250.00 6.250 Owner Occupied CashOut Refi 235,000.00 358 20061201 0.375 0.030 5.845 Stated 36 H 3 LIBOR 6 XXXXXXXXXXXXXX XX 00000 360 144,000.00 7.500 20061201 PUD 900 144,000.00 7.500 Investment CashOut Refi 180,000.00 359 20061201 0.375 0.030 7.095 Express Verified Assets 36 H 2.75 LIBOR 6 XXX XXXXX XX 00000 360 570,000.00 6.500 20061101 D-PUDS 3,087.50 570,000.00 6.500 Owner Occupied Rate Refi 771,000.00 358 20061201 0.375 0.030 6.095 Stated 0 XXXXX 0 XXXXXXX XX 00000 360 168,000.00 7.000 20061101 SFR 980 168,000.00 7.000 Owner Occupied Purchase 210,000.00 358 20061201 0.375 0.030 6.595 Stated 12 H 3 LIBOR 6 XXXXXXXXX XX 00000 360 228,000.00 6.625 20061101 SFR 1,258.75 228,000.00 6.625 Owner Occupied Purchase 288,000.00 358 20061201 0.375 0.030 6.220 Stated 60 H 3 LIBOR