STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
DEPOSITOR
CITIBANK, N.A.,
TRUSTEE
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
MASTER SERVICER AND SECURITIES ADMINISTRATOR
and
EMC MORTGAGE CORPORATION
SPONSOR AND COMPANY
________________________________________
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2006
________________________________________
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates
Series 2006-4
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans to Trustee...................................................80
Section 2.02. Acceptance of Mortgage Loans by Trustee...................................................82
Section 2.03. Assignment of Interest in the Mortgage Loan Purchase Agreement............................84
Section 2.04. Substitution of Mortgage Loans............................................................86
Section 2.05. Issuance of Certificates..................................................................87
Section 2.06. Representations and Warranties Concerning the Depositor...................................88
Section 2.07. [Reserved]................................................................................89
Section 2.08. Purposes and Powers of the Trust..........................................................89
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer...........................................................................90
Section 3.02. REMIC-Related Covenants...................................................................91
Section 3.03. Monitoring of Servicers...................................................................91
Section 3.04. Fidelity Bond.............................................................................91
Section 3.05. Power to Act; Procedures..................................................................93
Section 3.06. Due-on-Sale Clauses; Assumption Agreements................................................94
Section 3.07. Release of Mortgage Files.................................................................94
Section 3.08. Documents, Records and Funds in Possession of Master Servicer To Be Held for
Trustee...................................................................................95
Section 3.09. Standard Hazard Insurance and Flood Insurance Policies....................................95
Section 3.10. Presentment of Claims and Collection of Proceeds..........................................96
Section 3.11. Maintenance of the Primary Mortgage Insurance Policies....................................96
Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and Documents..................97
Section 3.13. Realization Upon Defaulted Mortgage Loans.................................................97
Section 3.14. Compensation for the Master Servicer......................................................97
Section 3.15. REO Property..............................................................................97
Section 3.16. Annual Statement as to Compliance.........................................................98
Section 3.17. Assessments of Compliance and Attestation Reports.........................................99
Section 3.18. Reports Filed with Securities and Exchange Commission....................................101
Section 3.19. The Company..............................................................................111
Section 3.20. UCC......................................................................................111
Section 3.21. Optional Purchase of Defaulted Mortgage Loans............................................111
Section 3.22. Reserved.................................................................................111
Section 3.23. Intention of the Parties and Interpretation..............................................111
Section 3.24. LPMI Policy..............................................................................111
ARTICLE IV
ACCOUNTS
Section 4.01. Protected Accounts.......................................................................113
Section 4.02. [Reserved]...............................................................................114
Section 4.03. [Reserved]...............................................................................114
Section 4.04. Distribution Account.....................................................................114
Section 4.05. Permitted Withdrawals and Transfers from the Distribution Account........................116
Section 4.06. Reserve Fund.............................................................................118
Section 4.07. Class XP Reserve Account.................................................................119
ARTICLE V
CERTIFICATES
Section 5.01. Certificates.............................................................................120
Section 5.02. Registration of Transfer and Exchange of Certificates....................................131
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates........................................135
Section 5.04. Persons Deemed Owners....................................................................135
Section 5.05. Transfer Restrictions on Residual Certificates...........................................135
Section 5.06. Restrictions on Transferability of Certificates..........................................136
Section 5.07. ERISA Restrictions.......................................................................137
Section 5.08. Rule 144A Information....................................................................138
ARTICLE VI
PAYMENTS TO CERTIFICATEHOLDERS
Section 6.01. Distributions on the Group I Certificates................................................139
Section 6.02. Distributions on the Group II Certificates and the Group III Certificates................143
Section 6.03. Allocation of Losses and Subsequent Recoveries on the Group I Certificates...............151
Section 6.04. Allocation of Losses and Subsequent Recoveries on the Group II Certificates and
the Group III Certificates...............................................................152
Section 6.05. Cross-Collateralization..................................................................156
Section 6.06. Payments.................................................................................156
Section 6.07. Statements to Certificateholders.........................................................156
Section 6.08. Monthly Advances.........................................................................159
Section 6.09. Compensating Interest Payments...........................................................160
Section 6.10. Distributions on REMIC Regular Interests.................................................160
ARTICLE VII
THE MASTER SERVICER
Section 7.01. Liabilities of the Master Servicer.......................................................162
Section 7.02. Merger or Consolidation of the Master Servicer...........................................162
Section 7.03. Indemnification of the Trustee, the Master Servicer and the Securities
Administrator............................................................................162
Section 7.04. Limitations on Liability of the Master Servicer and Others...............................162
Section 7.05. Master Servicer Not to Resign............................................................164
Section 7.06. Successor Master Servicer................................................................164
Section 7.07. Sale and Assignment of Master Servicing..................................................164
ARTICLE VIII
DEFAULT
Section 8.01. Events of Default........................................................................166
Section 8.02. Successor to Act; Appointment of Successor...............................................168
Section 8.03. Notification to Certificateholders.......................................................169
Section 8.04. Waiver of Defaults.......................................................................169
Section 8.05. List of Certificateholders...............................................................170
ARTICLE IX
CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01. Duties of Trustee and Securities Administrator...........................................171
Section 9.02. Certain Matters Affecting the Trustee and the Securities Administrator...................173
Section 9.03. Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans.......174
Section 9.04. Trustee and Securities Administrator May Own Certificates................................175
Section 9.05. Trustee's and Securities Administrator's Fees and Expenses...............................175
Section 9.06. Eligibility Requirements for Trustee and Securities Administrator........................176
Section 9.07. Insurance................................................................................176
Section 9.08. Resignation and Removal of the Trustee and Securities Administrator......................176
Section 9.09. Successor Trustee and Successor Securities Administrator.................................177
Section 9.10. Merger or Consolidation of Trustee or Securities Administrator...........................178
Section 9.11. Appointment of Co-Trustee or Separate Trustee............................................178
Section 9.12. Federal Information Returns and Reports to Certificateholders; REMIC Administration......179
ARTICLE X
TERMINATION
Xxxxxxx 00.00. Xxxxxxxxxxx Xxxx Xxxxxxxxxx by EMC or its Designee or Liquidation of the Mortgage
Loans....................................................................................182
Section 10.02. Additional Termination Requirements......................................................185
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Intent of Parties........................................................................186
Section 11.02. Amendment................................................................................186
Section 11.03. Recordation of Agreement.................................................................187
Section 11.04. Limitation on Rights of Certificateholders...............................................187
Section 11.05. Acts of Certificateholders...............................................................188
Section 11.06. Governing Law............................................................................189
Section 11.07. Notices..................................................................................189
Section 11.08. Severability of Provisions...............................................................190
Section 11.09. Successors and Assigns...................................................................190
Section 11.10. Article and Section Headings.............................................................190
Section 11.11. Counterparts.............................................................................190
Section 11.12. Notice to Rating Agencies................................................................190
APPENDIX
Appendix 1 - Calculation of REMIC I Y Principal Reduction Amounts
Appendix 2 - Calculation of REMIC II Y Principal Reduction Amounts
Appendix 3 - Calculation of REMIC III-A Y Principal Reduction Amounts
Appendix 4 - Definition of REMIC III-B Class LT Principal Reduction Amounts
EXHIBITS
Exhibit A-1 - Form of Class I-A Certificates
Exhibit A-2 - Form of Class I-M Certificates
Exhibit A-3 - Form of Class I-B-1 Certificates and Class I-B-2 Certificates
Exhibit A-4 - Form of Class I-B-3 Certificates
Exhibit A-5-1 - Form of Class R Certificates
Exhibit A-5-2 - Form of Class R-X Certificates
Exhibit A-6 - Form of Class B-IO Certificates
Exhibit A-7 - Form of Class I-XP Certificates
Exhibit A-8 - Form of Class II-A Certificates
Exhibit A-9 - Form of Class II-X Certificates
Exhibit A-10 - Form of Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4,
Class II-B-5, Class II-B-6, Class II-B-7 and Class II-B-8
Certificates
Exhibit A-11 - [Reserved]
Exhibit A-12 - Form of Class II-B-9, Class II-B-10 and Class II-B-11 Certificates
Exhibit A-13 - Form of Class II-XP Certificates
Exhibit A-14 - Form of Class III-A Certificates
Exhibit A-15 - Form of Class III-X Certificates
Exhibit A-16 - Form of Class III-B-1, Class III-B-2 and Class III-B-3 Certificates
Exhibit A-17 - Form of Class III-B-4, Class III-B-5 and Class III-B-6 Certificates
Exhibit B - Mortgage Loan Schedule
Exhibit C - [Reserved]
Exhibit D - Request for Release of Documents
Exhibit E - Form of Affidavit pursuant to Section 860E(e)(4)
Exhibit F-1 - Form of Investment Letter
Exhibit F-2 - Form of Rule 144A and Related Matters Certificate
Exhibit F-3 - Form of Transferor Representation Letter
Exhibit G - Form of Custodial Agreement
Exhibit H-1 - Bank of America Servicing Agreement
Exhibit H-2 - Chevy Chase Servicing Agreement
Exhibit H-3 - Countrywide Servicing Agreement
Exhibit H-4 - EMC Servicing Agreement
Exhibit H-5 - EverHome Servicing Agreement
Exhibit H-6 - First Horizon Servicing Agreement
Exhibit X-0 - XXXXX Xxxxxxxxx Xxxxxxxxx
Xxxxxxx X-0 - XxxxxXxxxx Servicing Agreement
Exhibit H-9 - HSBC Servicing Agreement
Exhibit H-10 - IndyMac Servicing Agreement
Exhibit H-11 - Mid America Servicing Agreement
Exhibit H-12 - PHH Servicing Agreement
Exhibit H-13 - U.S. Bank Servicing Agreement
Exhibit H-14 - Washington Mutual Servicing Agreement
Exhibit H-15 - Xxxxx Fargo Servicing Agreement
Exhibit I - Assignment Agreements
Exhibit J - Form of Mortgage Loan Purchase Agreement
Exhibit K - [Reserved]
Exhibit L - [Reserved]
Exhibit M - Servicing Criteria to Be Addressed in Assessment of Compliance
Exhibit N - Form of Back-Up Certification
Exhibit O - Form of Trustee Limited Power of Attorney
Exhibit P - Form of Cap Contracts
Exhibit Q - Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit R - Additional Disclosure Information
POOLING AND SERVICING AGREEMENT
Pooling and Servicing Agreement dated as of June 1, 2006, among Structured Asset Mortgage Investments II
Inc., a Delaware limited liability company, as depositor (the "Depositor"), Citibank, N.A., a banking association
organized under the laws of the United States, not in its individual capacity but solely as trustee (the
"Trustee"), Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the "Master Servicer")
and as securities administrator (in such capacity, the "Securities Administrator"), and EMC Mortgage Corporation,
as sponsor (in such capacity, the "Sponsor") and as company (in such capacity, the "Company").
PRELIMINARY STATEMENT
On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Sponsor. On the
Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive
in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund.
The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting
REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular
Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting
REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular
Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting
REMIC III-A to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III-A
Regular Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting
REMIC III-B to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III-B
Regular Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting
REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular
Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting
REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular
Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting
REMIC VI to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC VI Regular
Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting
REMIC VII to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC VII Regular
Interest will be designated the "regular interest" in such REMIC.
The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC
II, REMIC III-A, REMIC III-B, REMIC IV, REMIC V and REMIC VI. The Class R-X Certificates will evidence ownership
of the "residual interest" in REMIC VII.
The Sub-Loan Group I-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after
deducting all Scheduled Principal due on or before the Cut-off Date, of $959,624,910.79. The Sub-Loan Group I-2
Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled
Principal due on or before the Cut-off Date, of $1,000,382,722.60. The Sub-Loan Group I-3 Mortgage Loans will
have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or
before the Cut-off Date, of $682,006,957.34. The Sub-Loan Group II-1 Loans will have an Outstanding Principal
Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of
$77,369,635.47. The Sub-Loan Group II-2 Mortgage Loans will have an Outstanding Principal Balance as of the
Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $616,553,063.81. The
Sub-Loan Group II-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after
deducting all Scheduled Principal due on or before the Cut-off Date, of $693,617,364.21. The Sub-Loan Group
III-1 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all
Scheduled Principal due on or before the Cut-off Date, of $155,372,731.43. The Sub-Loan Group III-2 Mortgage
Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal
due on or before the Cut-off Date, of $413,494,550.79. The Sub-Loan Group III-3 Mortgage Loans will have an
Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before
the Cut-off Date, of $588,622,430.52.
In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the
Securities Administrator, the Sponsor, the Company and the Trustee agree as follows:
ARTICLE I
Definitions
Whenever used in this Agreement, the following words and phrases, unless otherwise expressly provided or
unless the context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: With respect to any Mortgage Loan, those customary mortgage
servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the same
type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to
the extent applicable to the Trustee in its capacity as successor Master Servicer or the Master Servicer (except
in its capacity as successor to a Servicer).
Account: The Distribution Account, the Protected Account, the Reserve Fund or the Class XP Reserve
Account, as the context may require.
Accrued Certificate Interest: For any Group II Certificate or Group III Certificate for any
Distribution Date, the interest accrued during the related Interest Accrual Period at the applicable Pass-Through
Rate on the Certificate Principal Balance or Notional Amount, as applicable, of such Group II Certificate
immediately prior to such Distribution Date, on the basis of a 360-day year consisting of twelve 30-day months,
less (i) in the case of a Group II Senior Certificate or Group III Senior Certificate, as applicable, such
Certificate's share of any Net Interest Shortfall from the related Mortgage Loans and, after the Cross-Over Date,
the interest portion of any Realized Losses on the related Mortgage Loans, in each case allocated thereto in
accordance with Section 6.04 and (ii) in the case of a Group II Subordinate Certificate or Group III Subordinate
Certificate, such Certificate's share of any Net Interest Shortfall from the related Mortgage Loans and the
interest portion of any Realized Losses on the related Mortgage Loans, in each case allocated thereto in
accordance with Section 6.04.
Additional Disclosure: As defined in Section 3.18(a)(v).
Additional Form 10-D Disclosure: As defined in Section 3.18(a)(i).
Additional Form 10-K Disclosure: As defined in Section 3.18(a)(iv).
Affiliate: As to any Person, any other Person controlling, controlled by or under common control with
such Person. "Control" means the power to direct the management and policies of a Person, directly or indirectly,
whether through ownership of voting securities, by contract or otherwise. "Controlled" and "Controlling" have
meanings correlative to the foregoing. The Trustee may conclusively presume that a Person is not an Affiliate of
another Person unless a Responsible Officer of the Trustee has actual knowledge to the contrary.
Aggregate Subordinate Optimal Principal Amount: The Group II Aggregate Subordinate Optimal Principal
Amount or the Group III Aggregate Subordinate Optimal Principal Amount, as applicable.
Agreement: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.
Allocable Share: With respect to (A) any Class of Group II Subordinate Certificates on any Distribution
Date, an amount equal to the product of (i) the Group II Aggregate Subordinate Optimal Principal Amount and (ii)
the fraction, the numerator of which is the Certificate Principal Balance of such Class and the denominator of
which is the aggregate Certificate Principal Balance of all Classes of the Group II Subordinate Certificates and
(B) any Class of Group III Subordinate Certificates on any Distribution Date, an amount equal to the product of
(i) the Group III Aggregate Subordinate Optimal Principal Amount and (ii) the fraction, the numerator of which is
the Certificate Principal Balance of such Class and the denominator of which is the aggregate Certificate
Principal Balance of all Classes of the Group III Subordinate Certificates; provided, however, that no Class of
Group II Subordinate Certificates or Group III Subordinate Certificates (other than the outstanding Class of
Group II Subordinate Certificates or Group III Subordinate Certificates with the lowest numerical designation)
shall be entitled on any Distribution Date to receive distributions pursuant to clauses (ii), (iii) and (v) of
the definition of Group II Subordinate Optimal Principal Amount or Group III Subordinate Optimal Principal
Amount, as applicable, unless the related Class Prepayment Distribution Trigger for such Distribution Date has
been satisfied (any amount distributable pursuant to clauses (ii), (iii) and (v) of the definition of Group II
Subordinate Optimal Principal Amount or Group III Subordinate Optimal Principal Amount, as applicable, shall be
distributed among the related Classes entitled thereto, pro rata based on their respective Certificate Principal
Balances); provided, further, that if on a Distribution Date, the Certificate Principal Balance of any Class of
Group II Subordinate Certificates or Group III Subordinate Certificates for which the related Class Prepayment
Distribution Trigger has been satisfied is reduced to zero, such Class's remaining Allocable Share shall be
distributed to the remaining Classes of Group II Subordinate Certificates or Group III Subordinate Certificates,
as applicable, sequentially beginning with the Class with the lowest numerical designation in reduction of their
respective Certificate Principal Balances.
Applicable Credit Rating: For any long-term deposit or security, a credit rating of AAA in the case of
S&P or Aaa in the case of Moody's (or with respect to investments in money market funds, a credit rating of
"AAAm" or "AAAm-G" in the case of S&P and the highest rating given by Moody's for money market funds in the case
of Moody's). For any short-term deposit or security, or a rating of A-l+ in the case of S&P or Prime-1 in the
case of Moody's.
Applicable State Law: For purposes of Section 9.12(d), the Applicable State Law shall be (a) the law of
the State of New York and (b) such other state law whose applicability shall have been brought to the attention
of the Securities Administrator and the Trustee by either (i) an Opinion of Counsel reasonably acceptable to the
Securities Administrator and the Trustee delivered to it by the Master Servicer or the Depositor, or (ii) written
notice from the appropriate taxing authority as to the applicability of such state law.
Applied Realized Loss Amount: With respect to any Distribution Date and a Class of Group I Offered
Certificates, the sum of the Realized Losses with respect to the Group I Mortgage Loans, which are to be applied
in reduction of the Certificate Principal Balance of such Class of Group I Offered Certificates pursuant to this
Agreement in an amount equal to the amount, if any, by which, (i) the aggregate Certificate Principal Balance of
all of the Group I Certificates (after all distributions of principal on such Distribution Date) exceeds (ii) the
aggregate Stated Principal Balance of all of the Group I Mortgage Loans for such Distribution Date. The Applied
Realized Loss Amount shall be allocated first to the Class I-B-3 Certificates, the Class I-B-2 Certificates, the
Class I-B-1 Certificates, the Class I-M-2 Certificates and the Class I-M-1 Certificates, in that order (so long
as their respective Certificate Principal Balances have not been reduced to zero), and thereafter the Applied
Realized Loss Amount with respect to the Sub-Loan Group I-1, shall be allocated first to the Class I-1A-2
Certificates and then to the Class I-1A-1 Certificates, with respect to Sub-Loan Group I-2, shall be allocated
first to the Class I-2A-2 Certificates and then to the Class I-1A-1 Certificates, and with respect to Sub-Loan
Group I-3, shall be allocated first to the Class I-3A-2 Certificates and then to the Class I-3A-1 Certificates,
in each case until the Certificate Principal Balance of each such Class has been reduced to zero.
Appraised Value: For any Mortgaged Property related to a Mortgage Loan, the amount set forth as the
appraised value of such Mortgaged Property in an appraisal made for the mortgage originator in connection with
its origination of the related Mortgage Loan.
Assessment of Compliance: As defined in Section 3.17.
Assignment Agreements: The agreements attached hereto as Exhibit I, whereby the Servicing Agreements
and related Recognition Agreements (as defined therein), if applicable, were assigned to the Trustee for the
benefit of the Certificateholders.
Assumed Final Distribution Date: For the Group I Offered Certificates and the Group II Offered
Certificates, the Distribution Date occurring in August 2036, or if such day is not a Business Day, the next
succeeding Business Day. For the Group III Offered Certificates, the Distribution Date occurring in July 2036,
or if such day is not a Business Day, the next succeeding Business Day.
Attestation Report: As defined in Section 3.17.
Attesting Party: As defined in Section 3.17.
Available Funds: With respect to any Distribution Date and each Sub-Loan Group in Loan Group II or Loan
Group III, an amount equal to the aggregate of the following amounts with respect to the Mortgage Loans in the
related Sub-Loan Group: (a) all previously undistributed payments on account of principal (including the
principal portion of Scheduled Payments, Principal Prepayments and the principal portion of Net Liquidation
Proceeds) and all previously undistributed payments on account of interest received after the Cut-off Date and on
or prior to the related Determination Date, (b) any Monthly Advances and Compensating Interest Payments by the
Servicer or the Master Servicer with respect to such Distribution Date, (c) any reimbursed amount in connection
with losses on investments of deposits in certain eligible investments in respect of the Group II Mortgage Loans
in the related Sub-Loan Group, (d) with respect to Loan Group II, any amount allocated from the Available Funds
of another Sub-Loan Group in accordance with Section 6.02(i)(a)(G), and (e) with respect to Loan Group III, any
amount allocated from the Available Funds of another Sub-Loan Group in accordance with Section 6.02(ii)(a)(F),
except:
(i) all payments that were due on or before the Cut-off Date;
(ii) all Principal Prepayments and Liquidation Proceeds received after the applicable
Prepayment Period;
(iii) all payments, other than Principal Prepayments, that represent early receipt of
Scheduled Payments due on a date or dates subsequent to the related Due Date;
(iv) amounts received on particular Mortgage Loans as late payments of principal or
interest and respecting which, and to the extent that, there are any unreimbursed Monthly Advances;
(v) amounts representing Monthly Advances determined to be Nonrecoverable Advances;
(vi) any investment earnings on amounts on deposit in the Distribution Account and amounts
permitted to be withdrawn from the Distribution Account pursuant to this Agreement;
(vii) amounts needed to pay the Servicing Fees or to reimburse any Servicer or the Master
Servicer for amounts due under the Servicing Agreement and the Agreement to the extent such amounts have not been
retained by, or paid previously to, such Servicer or the Master Servicer;
(viii) amounts applied to pay any fees with respect to any lender-paid primary mortgage
insurance policy; and
(ix) any expenses or other amounts reimbursable to the Trustee, the Securities
Administrator, the Master Servicer and the Custodian pursuant to Section 7.04(c) or Section 9.05.
Average Loss Severity Percentage: With respect to any Distribution Date and each Sub-Loan Group in
Group II, the percentage equivalent of a fraction, the numerator of which is the sum of the Loss Severity
Percentages for each Group II Mortgage Loan in such Sub-Loan Group that had a Realized Loss and the denominator
of which is the number of Group II Mortgage Loans in the related Sub-Loan Group that had Realized Losses.
Back-Up Certification: As defined in Section 3.18(a)(iv).
Bank of America: Bank of America, National Association, and its successor in interest.
Bank of America Servicing Agreement: The Amended and Restated Flow Mortgage Loan Sale and Servicing
Agreement, dated April 1, 2005, as modified in the Regulation AB Compliance Addendum to Amended and Restated Flow
Mortgage Loan Sale and Servicing Agreement, dated December 21, 2005, between EMC and Bank of America, attached
hereto as Exhibit H-1.
Bankruptcy Code: The United States Bankruptcy Code, as amended as codified in 11 U.S.C. §§ 101-1330.
Bankruptcy Loss: With respect to any Mortgage Loan, any Deficient Valuation or Debt Service Reduction
related to such Mortgage Loan as reported by the Servicer to the Master Servicer.
Basis Risk Shortfall: With respect to any Distribution Date and each Class of Group I Offered
Certificates and the Class I-B-3 Certificates for which the Pass-Through Rate is based upon the Net Rate Cap, the
excess, if any, of (a) the amount of Current Interest that such Class would have been entitled to receive on such
Distribution Date had the applicable Pass-Though Rate been calculated at a per annum rate equal to the lesser of
(i) One-Month LIBOR plus the related Margin and (ii) 11.50% over (b) the amount of Current Interest on such Class
of Offered Certificates calculated using a Pass-Though Rate equal to the Net Rate Cap for such Distribution Date.
Basis Risk Shortfall Carry Forward Amount: With respect to any Distribution Date and each Class of Group
I Offered Certificates and the Class I-B-3 Certificates, the sum of the Basis Risk Shortfall for such
Distribution Date and the Basis Risk Shortfall for all previous Distribution Dates not previously paid from any
source including Excess Cashflow and payments under the Cap Contracts, together with interest thereon at a rate
equal to the lesser of (i) One-Month LIBOR plus the related Margin and (ii) 11.50%, for such Distribution Date.
Book-Entry Certificates: Initially, the Senior Certificates and Offered Subordinate Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which the New York Stock
Exchange or Federal Reserve is closed or on which banking institutions in any jurisdiction in which the Trustee,
the Master Servicer, Custodian, any Servicer or the Securities Administrator are authorized or obligated by law
or executive order to be closed.
Cap Contract: With respect to any of the Class I-1A-1, Class I-1A-2, Class I-2A-1, Class I-2A-2, Class
I-3A-1, Class I-3A-2, Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 or Class I-B-3 Certificates, the
respective cap contracts, dated as of June 30, 2006, between the Trustee, on behalf of the Trust for the benefit
of the Class I-1A-1, Class I-1A-2, Class I-2A-1, Class I-2A-2, Class I-3A-1, Class I-3A-2, Class I-M-1, Class
I-M-2, Class I-B-1, Class I-B-2 or Class I-B-3 Certificateholders, as the case may be, and the Counterparty,
together with any scheduling, confirmations or other agreements related thereto, attached hereto as Exhibit N.
Cap Contract Payment Amount: With respect to any Distribution Date and a Cap Contract, the amounts
received from such Cap Contract, if any, on such Distribution Date.
Certificate: Any mortgage pass-through certificate evidencing a beneficial ownership interest in the
Trust Fund signed and countersigned by the Securities Administrator in substantially the forms annexed hereto as
Exhibits X-0, X-0, X-0, X-0, X-0-0, X-0-0, X-0, X-0, X-0, X-0, X-00, X-00, X-00, X-00, X-00, X-00 and A-17 with
the blanks therein appropriately completed.
Certificate Group: With respect to the Group I Certificates and (i) Sub-Loan Group I-1, the Class
I-1A-1 Certificates and Class I-1A-2 Certificates and (ii) Sub-Loan Group I-2, the Class I-2A-1 Certificates
Class I-2A-2 Certificates and (iii) Sub-Loan Group I-3, the Class I-3A-1 Certificates and Class I-3A-2
Certificates. With respect to the Group II Certificates and (i) Sub-Loan Group II-1, the Class II-1A-1, Class
II-1A-2 and Class II-1X-1 Certificates, (ii) Sub-Loan Group II-2, the Class II-2A-1, Class II-2A-2, Class II-2X-1
and Class II-2X-2 Certificates, and (iii) Sub-Loan Group II-3, the Class II-3A-1, Class II-3A-2, Class II-3A-3,
Class II-3A-4, Class II-3A-5, Class II-3X-1 and Class II-3X-2 Certificates. With respect to the Group III
Certificates and (i) Sub-Loan Group III-1, the Class III-1A-1 Certificates and the Class III-1A-2 Certificates,
(ii) Sub-Loan Group III-2, the Class III-2A-1 Certificates and the Class III-2A-2 Certificates, and (iii)
Sub-Loan Group III-3, the Class III-3A-1, Class III-3A-2, Class III-3A-3, Class III-3A-4, Class III-3X-1 and
Class III-3X-2 Certificates.
Certificate Owner: Any Person who is the beneficial owner of a Certificate registered in the name of
the Depository or its nominee.
Certificate Principal Balance: With respect to any Certificate (other than the Class II-X, Class III-X,
Class XP, Class B-IO, Class R or Class R-X Certificates) as of any Distribution Date, the initial principal
amount of such Certificate plus, in the case of a Subordinate Certificates, any Subsequent Recoveries added to
the Certificate Principal Balance of such Certificates pursuant to Section 6.03 or Section 6.04 hereof, and
reduced by (i) all amounts distributed on previous Distribution Dates on such Certificate with respect to
principal, (ii) solely in the case of the Group II Certificates or the Group III Certificates, the principal
portion of all Realized Losses (other than Realized Losses resulting from Debt Service Reductions) allocated
prior to such Distribution Date to such Certificate, taking account of the applicable Loss Allocation Limitation,
(iii) solely in the case of the Group I Certificates, any Applied Realized Loss Amounts allocated to such Class
on previous Distribution Dates, and (iv) in the case of a Group II Subordinate Certificate or a Group III
Subordinate Certificate, such Certificate's pro rata share, if any, of the applicable Subordinate Certificate
Writedown Amount for previous Distribution Dates. With respect to any Class of Certificates, the Certificate
Principal Balance thereof will equal the sum of the Certificate Principal Balances of all Certificates in such
Class. The initial Certificate Principal Balance (if any) for each Class of Certificates is set forth in Section
5.01(c)(iv).
Certificate Register: The register maintained pursuant to Section 5.02.
Certificateholder: A Holder of a Certificate.
Certification Parties: As defined in Section 3.18(a)(iv).
Certifying Person: As defined in Section 3.18(a)(iv).
Chevy Chase: Chevy Chase Bank, F.S.B., and its successor in interest.
Chevy Chase Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of July 1,
2001, as amended by Amendment No. 1, dated as of January 13, 2003, and Amendment No. 2, dated as of January 31,
2006, between EMC and Chevy Chase, attached hereto as Exhibit H-2.
Class: With respect to the Certificates, any of Class I-1A-1, Class I-1A-2, Class I-2A-1, Class I-2A-2,
Class I-3A-1, Class I-3A-2, Class II-1A-1, Class II-1A-2, Class II-1X-1, Class II-2A-1, Class II-2A-2, Class
II-2X-1, Class II-2X-2, Class II-3A-1, Class II-3A-2, Class II-3A-3, Class II-3A-4, Class II-3A-5, Class II-3X-1,
Class II-3X-2, Class III-1A-1, Class III-1A-2, Class III-2A-1, Class III-2A-2, Class III-3A-1, Class III-3A-2,
Class III-3A-3, Class III-3A-4, Class I-M-1, Class I-M-2, Class R, Class R-X, Class I-B-1, Class I-B-2, Class
I-B-3, Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5, Class II-B-6, Class II-B-7, Class
II-B-8, Class II-B-9, Class II-B-10, Class II-B-11, Class III-B-1, Class III-B-2, Class III-B-3, Class III-B-4,
Class III-B-5, Class III-B-6, Class B-IO, Class I-XP and Class II-XP Certificates.
Class A Certificates: The Class I-A, Class II-A and Class III-A Certificates.
Class B Certificates: The Class I-B, Class II-B and Class III-B Certificates.
Class B-IO Advances: As defined in Section 6.01(b).
Class B-IO Distribution Amount: With respect to any Distribution Date, the Current Interest for the
Class B-IO Certificates for such Distribution Date (which shall be deemed distributable with respect to the REMIC
VI Regular Interest B-IO-I); provided, however, that on and after the Distribution Date on which the aggregate
Certificate Principal Balance of the Group I Certificates has been reduced to zero, the Class B-IO Distribution
Amount shall include the Overcollateralization Amount (which shall be deemed distributable, first, with respect
to the REMIC VI Regular Interest B-IO-I in respect of accrued and unpaid interest thereon until such accrued and
unpaid interest shall have been reduced to zero and, thereafter, with respect to the REMIC VI Regular Interest
B-IO-P in respect of the principal balance thereof).
Class B-IO Pass-Through Rate: With respect to the Class B-IO Certificates and any Distribution Date or
the REMIC VI Regular Interest B-IO-I, a per annum rate equal to the percentage equivalent of a fraction, the
numerator of which is the sum of the amounts calculated pursuant to clauses (1) through (6) below, and the
denominator of which is the aggregate principal balance of the REMIC III-B Regular Interests. For purposes of
calculating the Pass-Through Rate for the Class B-IO-I Certificates, the numerator is equal to the sum of the
following components:
1. the Uncertificated Pass-Through Rate for REMIC III-B Regular Interest LT1 minus the Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of REMIC III-B Regular Interest LT1;
2. the Uncertificated Pass-Through Rate for REMIC III-B Regular Interest LT2 minus the Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of REMIC III-B Regular Interest LT2;
3. the Uncertificated Pass-Through Rate for REMIC III-B Regular Interest LT4 minus twice the Marker Rate, applied
to a notional amount equal to the Uncertificated Principal Balance of REMIC III-B Regular Interest LT4;
4. the Uncertificated Pass-Through Rate for REMIC III-B Regular Interest LT-Y1 minus the Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of REMIC III-B Regular Interest LT-Y1;
5. the Uncertificated Pass-Through Rate for REMIC III-B Regular Interest LT-Y2 minus the Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of REMIC III-B Regular Interest LT-Y2; and
6. the Uncertificated Pass-Through Rate for REMIC III-B Regular Interest LT-Y3 minus the Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of REMIC III-B Regular Interest LT-Y3.
Class I-A Certificates: The Class I-1A, Class I-2A and Class I-3A Certificates.
Class I-1A Certificates: The Class I-1A-1 Certificates and Class I-1A-2 Certificates.
Class I-A Principal Distribution Amount: For any Distribution Date, an amount equal to the excess, if
any, of (i) the Certificate Principal Balance of the Class I-1A Certificates immediately prior to such
Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage
Loans for such Distribution Date over (b) the product of (1) the aggregate Stated Principal Balance of the Group I
Mortgage Loans for such Distribution Date and (2) the sum of (x)16.00% and (y) the Current Specified
Overcollateralization Percentage for such Distribution Date.
Class I-1A Principal Distribution Amount: With respect to any applicable Distribution Date, an amount
equal to the lesser of (i) the Class I-1A Principal Distribution Percentage multiplied by the Class I-A Principal
Distribution Amount and (ii) the Certificate Principal Balance of the Class I-1A Certificates.
Class I-1A Principal Distribution Percentage: With respect to any applicable Distribution Date, a
percentage equal to the Principal Funds allocable to Sub-Group I-1A divided by the aggregate Principal Funds.
Class I-2A Certificates: The Class I-2A-1 Certificates and Class I-2A-2 Certificates.
Class I-2A Principal Distribution Amount: With respect to any applicable Distribution Date, an amount
equal to the lesser of (i) the Class I-2A Principal Distribution Percentage multiplied by the Class I-A
Principal Distribution Amount and (ii) the Certificate Principal Balance of the Class I-2A Certificates.
Class I-2A Principal Distribution Percentage: With respect to any applicable Distribution Date, a
percentage equal to the Principal Funds allocable to Sub-Group I-2A divided by the aggregate Principal Funds
Class I-3A Certificates: The Class I-3A-1 Certificates and Class I-3A-2 Certificates.
Class I-3A Principal Distribution Amount: With respect to any applicable Distribution Date, an amount
equal to the lesser of (i) the Class I-3A Principal Distribution Percentage multiplied by the Class I-A
Principal Distribution Amount and (ii) the Certificate Principal Balance of the Class I-3A Certificates.
Class I-3A Principal Distribution Percentage: With respect to any applicable Distribution Date, a
percentage equal to the Principal Funds allocable to Sub-Group I-3A divided by the aggregate Principal Funds.
Class I-B Certificates: The Class I-B-1, the Class I-B-2 and the Class I-B-3 Certificates.
Class I-B-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the excess, if
any, of (i) the Certificate Principal Balance of the Class I-B-1 Certificates immediately prior to such
Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage
Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal Balance of the Class I-A
Certificates (after taking into account the payment of the Class I-1A Principal Distribution Amount, the Class
I-2A Principal Distribution Amount and Class I-3A Principal Distribution Amount on such Distribution Date), (2)
the Certificate Principal Balance of the Class I-M-1 Certificates (after taking into account the payment of the
Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of
the Class I-M-2 Certificates (after taking into account the payment of the Class I-M-2 Principal Distribution
Amount on such Distribution Date) and (4) the product of (x) the aggregate Stated Principal Balance of the Group
I Mortgage Loans for such Distribution Date and (y) the sum of 2.20% and the Current Specified
Overcollateralization Percentage for such Distribution Date.
Class I-B-2 Principal Distribution Amount: For any Distribution Date, an amount equal to the excess, if
any, of (i) the Certificate Principal Balance of the Class I-B-2 Certificates immediately prior to such
Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage
Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal Balance of the Class I-A
Certificates (after taking into account the payment of the Class I-1A Principal Distribution Amount, the Class
I-2A Principal Distribution Amount and Class I-3A Principal Distribution Amount on such Distribution Date), (2)
the Certificate Principal Balance of the Class I-M-1 Certificates (after taking into account the payment of the
Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of
the Class I-M-2 Certificates (after taking into account the payment of the Class I-M-2 Principal Distribution
Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class I-B-1 Certificates (after
taking into account the payment of the Class I-B-1 Principal Distribution Amount on such Distribution Date), and
(5) the product of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution
Date and (y) the sum of 1.20% and the Current Specified Overcollateralization Percentage for such Distribution
Date.
Class I-B-3 Principal Distribution Amount: For any Distribution Date, an amount equal to the excess, if
any, of (i) the Certificate Principal Balance of the Class I-B-3 Certificates immediately prior to such
Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage
Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal Balance of the Class I-A
Certificates (after taking into account the payment of the Class I-1A Principal Distribution Amount, the Class
I-2A Principal Distribution Amount and Class I-3A Principal Distribution Amount on such Distribution Date), (2)
the Certificate Principal Balance of the Class I-M-1 Certificates (after taking into account the payment of the
Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of
the Class I-M-2 Certificates (after taking into account the payment of the Class I-M-2 Principal Distribution
Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class I-B-1 Certificates (after
taking into account the payment of the Class I-B-1 Principal Distribution Amount on such Distribution Date), (5)
the Certificate Principal Balance of the Class I-B-2 Certificates (after taking into account the payment of the
Class I-B-2 Principal Distribution Amount on such Distribution Date), and (6) the product of (x) the aggregate
Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date and (y) the Current Specified
Overcollateralization Percentage for such Distribution Date.
Class I-M Certificates: The Class I-M-1 Certificates and the Class I-M-2 Certificates.
Class I-M-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the excess, if
any, of (i) the Certificate Principal Balance of the Class I-M-1 Certificates immediately prior to such
Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage
Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal Balance of the Class I-A
Certificates (after taking into account the payment of the Class I-1A Principal Distribution Amount, the Class
I-2A Principal Distribution Amount and Class I-3A Principal Distribution Amount on such Distribution Date) and
(2) the product of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution
Date and (y) the sum of (I) 9.20% and (II) the Current Specified Overcollateralization Percentage for such
Distribution Date.
Class I-M-2 Principal Distribution Amount: For any Distribution Date, an amount equal to the excess, if
any, of (i) the Certificate Principal Balance of the Class I-M-2 Certificates immediately prior to such
Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage
Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal Balance of the Class I-A
Certificates (after taking into account the payment of the Class I-1A Principal Distribution Amount and Class
I-2A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class
I-M-1 Certificates (after taking into account the payment of the Class I-1A Principal Distribution Amount, the
Class I-2A Principal Distribution Amount and Class I-3A Principal Distribution Amount on such Distribution Date)
and (3) the product of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such
Distribution Date and (y) the sum of (I) 5.00% and (II) the Current Specified Overcollateralization Percentage
for such Distribution Date.
Class II-A Certificates: The Class II-1A-1, Class II-1A-2, Class II-1X-1, Class II-2A-1, Class II-2A-2,
Class II-2X-1, Class II-2X-2, Class II-3A-1, Class II-3A-2, Class II-3A-3, Class II-3A-4, Class II-3A-5 Class
II-3X-1 and Class II-3X-2 Certificates.
Class II-B Certificates: The Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5,
Class II-B-6, Class II-B-7, Class II-B-8, Class II-B-9, Class II-B-10 and Class II-B-11 Certificates.
Class II-X Certificates: The Class II-1X-1, Class II-2X-1, Class II-2X-2, Class II-3X-1 and Class
II-3X-2 Certificates.
Class III-A Certificates: The Class III-1A-1, Class III-1A-2, Class III-2A-1, Class III -2A-2, Class
III-3A-1, Class III-3A-2, Class III-3A-3, Class III-3A-4, Class III-3X-1 and Class III-3X-2 Certificates.
Class III-B Certificates: The Class III-B-1, Class III-B-2, Class III-B-3, Class III-B-4, Class III-B-5
and Class III-B-6 Certificates.
Class Prepayment Distribution Trigger: For (i) a Class of Group II Subordinate Certificates for any
Distribution Date, the Class Prepayment Distribution Trigger is satisfied if the fraction (expressed as a
percentage), the numerator of which is the aggregate Certificate Principal Balance of such Class and each
Class of Group II Subordinate Certificates subordinate thereto, if any, and the denominator of which is the Stated
Principal Balance of all of the Group II Mortgage Loans as of the related Due Date, equals or exceeds such
percentage calculated as of the Closing Date or (ii) a Class of Group III Subordinate Certificates for any
Distribution Date, the Class Prepayment Distribution Trigger is satisfied if the fraction (expressed as a
percentage), the numerator of which is the aggregate Certificate Principal Balance of such Class and each Class
of Group III Subordinate Certificates subordinate thereto, if any, and the denominator of which is the Stated
Principal Balance of all of the Group III Mortgage Loans as of the related Due Date, equals or exceeds such
percentage calculated as of the Closing Date.
Class R Certificate: Any of the Class R Certificates substantially in the form annexed hereto as
Exhibit A-5-1 and evidencing ownership of interests designated as "residual interests" in REMIC I, REMIC II,
REMIC III-A, REMIC III-B, REMIC IV, REMIC V and REMIC VI for purposes of the REMIC Provisions. Component I of
the Class R Certificates is designated as the sole class of "residual interest" in REMIC I, Component II of the
Class R Certificates is designated as the sole class of "residual interest" in REMIC II, Component III-A of the
Class R Certificates is designated as the sole class of "residual interest" in REMIC III-A, Component III-B of
the Class R Certificates is designated as the sole class of "residual interest" in REMIC III-B, Component IV of
the Class R Certificates is designated as the sole class of "residual interest" in REMIC IV, Component V of the
Class R Certificates is designated as the sole class of "residual interest" in REMIC V and Component VI of the
Class R Certificates is designated as the sole class of "residual interest" in REMIC VI.
Class R-X Certificates: Any of the Class R-X Certificates substantially in the form annexed hereto as
Exhibit A-5-2 and evidencing ownership of the "residual interest" in REMIC VII for purposes of the REMIC
Provisions.
Class XP Certificates: The Class I-XP Certificates and the Class II-XP Certificates.
Class XP Reserve Account: The account established and maintained by the Securities Administrator
pursuant to Section 4.07 hereof.
Closing Date: June 30, 2006.
Code: The Internal Revenue Code of 1986, as amended.
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest Payment: As defined in Section 6.06.
Corporate Trust Office: The designated office of the Trustee or Securities Administrator, as
applicable, where at any particular time its respective corporate trust business with respect to this Agreement
shall be administered. The Corporate Trust Office of the Trustee at the date of the execution of this Agreement
is located at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Structured Finance Agency &
Trust BSALTA 2006-4. The Corporate Trust Office of the Securities Administrator at the date of the execution of
this Agreement is located at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Group,
BSALTA 2006-4. For the purpose of registration and transfer and exchange only, the Corporate Trust Office of the
Securities Administrator shall be located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: Corporate Trust Group, BSALTA 2006-4.
Counterparty: ABN AMRO Bank N.V. and any successor thereto, or any successor counterparty under the Cap
Contracts.
Countrywide: Countrywide Home Loans Servicing LP, and its successor in interest.
Countrywide Servicing Agreement: The Seller's Warranties and Servicing Agreement, dated as of September
1, 2002, as amended by Amendment No. 1, dated as of September 1, 2002, Amendment No. 2, dated as of September 1,
2004, and Amendment No. 3, dated as of January 1, 2006, between Countrywide and EMC, attached hereto as Exhibit
H-3.
Cross-Over Date: The first Distribution Date on which the aggregate Certificate Principal Balance of
the Group II Subordinate Certificates has been reduced to zero.
Current Interest: As of any Distribution Date, with respect to each Class of Group I Offered
Certificates, (i) the interest accrued on the Certificate Principal Balance or Notional Amount, as applicable,
during the related Interest Accrual Period at the applicable Pass-Through Rate plus any amount previously
distributed with respect to interest for such Certificate that has been recovered as a voidable preference by a
trustee in bankruptcy minus (ii) the sum of (a) any Prepayment Interest Shortfall for such Distribution Date, to
the extent not covered by Compensating Interest Payments and (b) any shortfalls resulting from the application of
the Relief Act during the related Due Period; provided, however, that for purposes of calculating Current
Interest for any such Class, amounts specified in clauses (ii)(a) and (ii)(b) hereof for any such Distribution
Date shall be allocated first to the Class B-IO Certificates and the Class R Certificates in reduction of amounts
otherwise distributable to such Certificates on such Distribution Date and then any excess shall be allocated to
each other Class of Certificates pro rata based on the respective amounts of interest accrued pursuant to clause
(i) hereof for each such Class on such Distribution Date.
Current Specified Enhancement Percentage: For any Distribution Date, a percentage obtained by dividing
(x) the sum of (i) the aggregate Certificate Principal Balance of the Group I Subordinate Certificates and (ii)
the Overcollateralization Amount, in each case prior to the distribution of the Principal Distribution Amount on
such Distribution Date, by (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the end
of the related Due Period.
Current Specified Overcollateralization Percentage: For any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the Overcollateralization Target Amount, and the denominator
of which is the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date.
Custodial Agreement: An agreement, dated as of June 30, 2006, among the Depositor, EMC, as Sponsor and
Master Servicer, the Trustee and the Custodian in substantially the form of Exhibit G hereto.
Custodian: Xxxxx Fargo Bank, National Association, or any successor custodian appointed pursuant to the
provisions hereof and of the Custodial Agreement.
Cut-off Date: June 1, 2006.
Cut-off Date Balance: $5,187,044,366.96.
Debt Service Reduction: Any reduction of the Scheduled Payments which a Mortgagor is obligated to pay
with respect to a Mortgage Loan as a result of any proceeding under the Bankruptcy Code or any other similar
state law or other proceeding.
Deficient Valuation: With respect to any Mortgage Loan, a valuation of the Mortgaged Property by a
court of competent jurisdiction in an amount less than the then outstanding indebtedness under the Mortgage Loan,
which valuation results from a proceeding initiated under the Bankruptcy Code or any other similar state law or
other proceeding.
Delinquent: A Mortgage Loan is "Delinquent" if any payment due thereon is not made pursuant to the
terms of such Mortgage Loan by the close of business on the day such payment is scheduled to be due. A Mortgage
Loan is "30 days delinquent" if such payment has not been received by the close of business on the last day of
the month immediately succeeding the month in which such payment was due. For example, a Mortgage Loan with a
payment due on December 1 that remained unpaid as of the close of business on January 31 would then be considered
to be 30 to 59 days delinquent. Similarly for "60 days delinquent," "90 days delinquent" and so on.
Depositor: Structured Asset Mortgage Investments II Inc., a Delaware limited liability company, or its
successors in interest.
Depository: The Depository Trust Company, the nominee of which is Cede & Co., or any successor thereto.
Depository Agreement: The meaning specified in Section 5.01(a) hereof.
Depository Participant: A broker, dealer, bank or other financial institution or other Person for whom
from time to time the Depository effects book-entry transfers and pledges of securities deposited with the
Depository.
Designated Depository Institution: A depository institution (commercial bank, federal savings bank,
mutual savings bank or savings and loan association) or trust company (which may include the Trustee), the
deposits of which are fully insured by the FDIC to the extent provided by law.
Determination Date: With respect to each Mortgage Loan, the Determination Date as defined in the
Servicing Agreement.
Disqualified Organization: Any of the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the
foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and,
except for the Xxxxxxx Mac or any successor thereto, a majority of its board of directors is not selected by such
governmental unit), (ii) any foreign government, any international organization, or any agency or instrumentality
of any of the foregoing, (iii) any organization (other than certain farmers' cooperatives described in
Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code or (v) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an ownership interest in a Residual Certificate by such Person may cause
any 2006-4 REMIC contained in the Trust or any Person having an ownership interest in the Residual Certificate
(other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise
be imposed but for the transfer of an ownership interest in a Residual Certificate to such Person. The terms
"United States," "State" and "international organization" shall have the meanings set forth in Section 7701 of the
Code or successor provisions.
Distribution Account: The trust account or accounts created and maintained by the Securities
Administrator pursuant to Section 4.04, which shall be denominated "Citibank, N.A., as Trustee f/b/o holders of
Structured Asset Mortgage Investments II Inc., Bear Xxxxxxx ALT-A Trust 2006-4, Mortgage Pass-Through
Certificates, Series 2006-4 - Distribution Account." The Distribution Account shall be an Eligible Account.
Distribution Account Deposit Date: The Business Day prior to each Distribution Date.
Distribution Date: The 25th day of any month, beginning in the month immediately following the month of
the Closing Date, or, if such 25th day is not a Business Day, the Business Day immediately following.
Distribution Report: The Asset-Backed Issuer Distribution Report pursuant to Section 13 or 15(d) of the
Exchange Act.
DTC Custodian: Xxxxx Fargo Bank, National Association, or its successors in interest as custodian for
the Depository.
Due Date: With respect to each Mortgage Loan, the date in each month on which its Scheduled Payment is
due if such due date is the first day of a month and otherwise is deemed to be the first day of the following
month or such other date specified in the related Servicing Agreement.
Due Period: With respect to any Distribution Date and each Mortgage Loan, the period commencing on the
second day of the month preceding the calendar month in which the Distribution Date occurs and ending at the
close of business on the first day of the month in which the Distribution Date occurs.
XXXXX: As defined in Section 3.18.
Eligible Account: Any of (i) a segregated account maintained with a federal or state chartered
depository institution (A) the short-term obligations of which are rated A-1 or better by Standard & Poor's and
P-1 by Moody's at the time of any deposit therein or (B) insured by the FDIC (to the limits established by such
Corporation), the uninsured deposits in which account are otherwise secured such that, as evidenced by an Opinion
of Counsel (obtained by the Person requesting that the account be held pursuant to this clause (i)) delivered to
the Securities Administrator prior to the establishment of such account, the Certificateholders will have a claim
with respect to the funds in such account and a perfected first priority security interest against any collateral
(which shall be limited to Permitted Investments, each of which shall mature not later than the Business Day
immediately preceding the Distribution Date next following the date of investment in such collateral or the
Distribution Date if such Permitted Investment is an obligation of the institution that maintains the
Distribution Account) securing such funds that is superior to claims of any other depositors or general creditors
of the depository institution with which such account is maintained, (ii) a segregated trust account or accounts
maintained with a federal or state chartered depository institution or trust company with trust powers acting in
its fiduciary capacity or (iii) a segregated account or accounts of a depository institution acceptable to the
Rating Agencies (as evidenced in writing by the Rating Agencies that use of any such account as the Distribution
Account will not have an adverse effect on the then-current ratings assigned to the Classes of Certificates then
rated by the Rating Agencies). Eligible Accounts may bear interest.
EMC: EMC Mortgage Corporation, and any successor thereto.
EMC Servicing Agreement: The Servicing Agreement, dated as of June 1, 2006, between Structured Asset
Mortgage Investments II Inc. and EMC as attached hereto as Exhibit H-4.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 8.01.
EverHome: EverHome Mortgage Company, and any successor thereto.
EverHome Servicing Agreement: The Subservicing Agreement, dated as of August 1, 2002, as amended by
Amendment No. 1, dated as of January 31, 2006, between EverHome and EMC, as attached hereto as Exhibit H-5.
Excess Cashflow: With respect to any Distribution Date, the sum of (i) Remaining Excess Spread for such
Distribution Date and (ii) Overcollateralization Release Amount for such Distribution Date; provided, however,
that the Excess Cashflow shall include Principal Funds on and after the Distribution Date on which the aggregate
Certificate Principal Balance of the Class I-1A-1, Class I-1A-2, Class I-2A-1, Class I-2A-2, Class I-3A-1, Class
I-3A-2, Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates has been reduced to zero
(other than Principal Funds otherwise distributed to the Holders of Class I-1A-1, Class I-1A-2, Class I-2A-1,
Class I-2A-2, Class I-3A-1, Class I-3A-2, Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3
Certificates on such Distribution Date).
Excess Liquidation Proceeds: To the extent that such amount is not required by law to be paid to the
related Mortgagor, the amount, if any, by which Liquidation Proceeds with respect to a Liquidated Mortgage Loan
exceed the sum of (i) the Outstanding Principal Balance of such Mortgage Loan and accrued but unpaid interest at
the related Mortgage Interest Rate through the last day of the month in which the related Liquidation Date
occurs, plus (ii) related Liquidation Expenses.
Excess Spread: With respect to any Distribution Date, the excess, if any, of (i) the Interest Funds for
such Distribution Date over (ii) the sum of the Current Interest on the Group I Offered Certificates, the Class
I-B-3 Certificates and Interest Carry Forward Amounts on the Class I-A Certificates, in each case on such
Distribution Date.
Exchange Act: Securities Exchange Act of 1934, as amended.
Exchange Act Reports: Any reports required to be filed pursuant to Sections 3.17, 3.18 and 3.23 of this
Agreement.
Extra Principal Distribution Amount: With respect to any Distribution Date, an amount derived from
Excess Spread equal to the lesser of (i) the excess, if any, of the Overcollateralization Target Amount for such
Distribution Date over the Overcollateralization Amount for such Distribution Date and (ii) the Excess Spread for
such Distribution Date.
Xxxxxx Xxx: Federal National Mortgage Association and any successor thereto.
FDIC: Federal Deposit Insurance Corporation and any successor thereto.
Final Certification: The certification substantially in the form of Exhibit Three to the Custodial
Agreement.
First Horizon: First Horizon Home Loan Corporation, and its successor in interest.
First Horizon Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of
September 1, 2003, as amended on May 14, 2004, and as amended on December 22, 2005, between EMC, First Horizon
and First Tennessee Mortgage Services, Inc., attached hereto as Exhibit H-6.
Fiscal Quarter: December 1 through the last day of February, March 1 through May 31, June 1 through
August 31, or September 1 through November 30, as applicable.
Form 8-K Disclosure Information: As defined in Section 3.18(a)(iii).
Fractional Undivided Interest: With respect to any Class of Certificates (other than the Class XP
Certificates), the fractional undivided interest evidenced by any Certificate of such Class the numerator of
which is the Certificate Principal Balance of such Certificate and the denominator of which is the Certificate
Principal Balance of such Class. With respect to the Class XP Certificates, the percentage interest stated
thereon. With respect to the Certificates in the aggregate, the fractional undivided interest evidenced by
(i) the Residual Certificates will be deemed to equal 1.00% (in the aggregate), (ii) the Class B-IO Certificates
will be deemed to equal 1.00% and (iii) a Certificate of any other Class will be deemed to equal 98.00%
multiplied by a fraction, the numerator of which is the Certificate Principal Balance of such Certificate and the
denominator of which is the aggregate Certificate Principal Balance of all the Certificates other than the Class
B-IO Certificates.
Xxxxxxx Mac: Xxxxxxx Mac, formerly the Federal Home Loan Mortgage Corporation, and any successor
thereto.
GMACM: GMAC Mortgage Corporation, and its successor in interest.
GMACM Servicing Agreement: The Servicing Agreement, dated as of May 1, 2001, as amended by Amendment
No. 1, dated as of October 1, 2001, Amendment No. 2, dated as of July 31, 2002, and Amendment No. 3 dated as of
December 20, 2005, between EMC and GMACM, attached hereto as Exhibit H-7.
Global Certificate: Any Private Certificate registered in the name of the Depository or its nominee,
beneficial interests in which are reflected on the books of the Depository or on the books of a Person
maintaining an account with such Depository (directly or as an indirect participant in accordance with the rules
of such depository).
GreenPoint: GreenPoint Mortgage Funding, Inc., and its successor in interest.
GreenPoint Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of September
1, 2003, as amended by Amendment No. 1 to the Purchase, Warranties and Servicing Agreement, dated as of January
1, 2006, between GreenPoint and EMC, attached hereto as Exhibit H-8.
Gross Margin: As to each Mortgage Loan, the fixed percentage set forth in the related Mortgage Note and
indicated on the Mortgage Loan Schedule which percentage is added to the related Index on each Interest
Adjustment Date to determine (subject to rounding, the minimum and maximum Mortgage Interest Rate and the
Periodic Rate Cap) the Mortgage Interest Rate until the next Interest Adjustment Date.
Group I Certificates: The Group I Senior Certificates, the Group I Subordinate Certificates and the
Group I Non-Offered Subordinate Certificates.
Group I Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group I Non-Offered Subordinate Certificates: The Class I-B-3, Class I-XP and Class B-IO Certificates.
Group I Offered Certificates: The Group I Senior Certificates and the Group I Offered Subordinate
Certificates.
Group I Offered Subordinate Certificates: The Class I-M-1, Class I-M-2, Class I-B-1 and Class I-B-2
Certificates.
Group I Senior Certificates: The Class I-A Certificates.
Group I Significance Estimate: With respect to any Distribution Date, and in accordance with Item 1115
of Regulation AB, shall be an amount determined based on the reasonable good-faith estimate by the Depositor of
the aggregate maximum probable exposure of the outstanding Group I Certificates to the related Cap Contract.
Group I Significance Percentage: With respect to any Distribution Date, and in accordance with Item 1115
of Regulation AB, shall be an percentage equal to the Group I Significance Estimate divided by the aggregate
outstanding Certificate Principal Balance of the Group I Certificates, prior to the distribution of the related
Principal Distribution Amount on such Distribution Date.
Group I Subordinate Certificates: The Group I Offered Subordinate Certificates and the Group I
Non-Offered Subordinate Certificates.
Group II Aggregate Subordinate Optimal Principal Amount: With respect to any Distribution Date, the sum
of the Group II Subordinate Optimal Principal Amounts for all Sub-Loan Groups in Loan Group II for such
Distribution Date.
Group II Certificates: The Group II Senior Certificates and the Group II Subordinate Certificates.
Group II Cross-Over Date: The first Distribution Date on which the aggregate Certificate Principal
Balance of the Group II Subordinate Certificates has been reduced to zero.
Group II Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group II Non-Offered Subordinate Certificates: The Class II-XP, Class II-B-9, Class II-B-10 and Class
II-B-11 Certificates.
Group II Offered Certificates: The Group II Senior Certificates and the Group II Offered Subordinate
Certificates.
Group II Offered Subordinate Certificates: The Class II-B-1, Class II-B-2 , Class II-B-3, Class II-B-4,
Class II-B-5, Class II-B-6, Class II-B-7 and Class II-B-8 Certificates.
Group II Senior Certificates: The Class II-1A-1, Class II-1A-2, Class II-1X-1, Class II-2A-1, Class
II-2A-2, Class II-2X-1, Class II-2X-2, Class II-3A-1, Class II-3A-2, Class II-3A-3, Class II-3A-4, Class II-3A-5,
Class II-3X-1 and Class II-3X-2 Certificates.
Group II Senior Optimal Principal Amount: With respect to each Distribution Date and a Certificate
Group related to a Sub-Loan Group in Loan Group II, an amount equal to the sum, without duplication, of the
following (but in no event greater than the aggregate Certificate Principal Balances of the related Certificate
Group immediately prior to such Distribution Date):
(i) the related Senior Percentage of the principal portion of all Scheduled Payments due
on each Outstanding Mortgage Loan in the related Sub-Loan Group on the related Due Date as specified in the
amortization schedule at the time applicable thereto (after adjustments for previous Principal Prepayments but
before any adjustment to such amortization schedule by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period if the related Distribution Date occurs prior to the Cross-over
Date);
(ii) the related Senior Prepayment Percentage of the Stated Principal Balance of Mortgage
Loan in the related Sub-Loan Group which was the subject of a Principal Prepayment in full received by the
Servicers during the related Prepayment Period;
(iii) the related Senior Prepayment Percentage of amount of all Principal Prepayments in
part allocated to principal received by the Servicers during the related Prepayment Period in respect to each
Mortgage Loan in the related Sub-Loan Group;
(iv) the lesser of (a) the related Senior Prepayment Percentage of the sum of (A) all Net
Liquidation Proceeds allocable to principal received in respect of each Mortgage Loan in the related Sub-Loan
Group that became a Liquidated Mortgage Loan during the related Prepayment Period (other than Mortgage Loans
described in the immediately following clause (B)) and all Subsequent Recoveries received in respect of each
Liquidated Mortgage Loan in the related Sub-Loan Group during the related Due Period and (B) the Stated Principal
Balance of each such Mortgage Loan purchased by an insurer from the Trust during the related Prepayment Period
pursuant to the related Primary Mortgage Insurance Policy, if any, or otherwise and (b) the related Senior
Percentage of the sum of (A) the Stated Principal Balance of each Mortgage Loan in the related Sub-Loan Group
which became a Liquidated Mortgage Loan during the related Prepayment Period (other than the Mortgage Loans
described in the immediately following clause (B)) and all Subsequent Recoveries received in respect of each
Liquidated Mortgage Loan in the related Sub-Loan Group during the related Due Period and (B) the Stated Principal
Balance of each such Mortgage Loan that was purchased by an insurer from the Trust during the related Prepayment
Period pursuant to the related Primary Mortgage Insurance Policy, if any or otherwise;
(v) any amount allocated to the Available Funds of the related Sub-Loan Group pursuant to
Section 6.02(i)(a)(D); and
(vi) the related Senior Prepayment Percentage of the sum of (a) the Stated Principal
Balance of each Mortgage Loan in the related Sub-Loan Group that was repurchased by the Sponsor in connection
with such Distribution Date and (b) the excess, if any, of the Stated Principal Balance of a Mortgage Loan in the
related Sub-Loan Group that has been replaced by the Sponsor with a substitute Mortgage Loan pursuant to the
Mortgage Loan Purchase Agreement in connection with such Distribution Date over the Stated Principal Balance of
such substitute Mortgage Loan.
Group II Senior Percentage: With respect to each Certificate Group related to a Sub-Loan Group in Loan
Group II, initially 91.75%. With respect to any Distribution Date and a Certificate Group related to a Sub-Loan
Group in Loan Group II, the lesser of (i) 100% and (ii) the percentage obtained by dividing the aggregate
Certificate Principal Balance of the Senior Certificates in such Certificate Group immediately preceding such
Distribution Date by the aggregate Stated Principal Balance of the Mortgage Loans in the related Sub-Loan Group
as of the beginning of the related Due Period.
Group II Senior Prepayment Percentage: With respect to a Certificate Group related to a Sub-Loan Group
in Loan Group II and any Distribution Date occurring during the periods set forth below, as follows:
Period (dates inclusive) Group II Senior Prepayment Percentage
July 2006 – June 2013 100%
July 2013 – June 2014 Senior Percentage for the related Certificate Group plus 70%
of the Subordinate Percentage for the related Sub-Loan Group
..
July 2014 – June 2015 Senior Percentage for the related Certificate Group plus 60%
of the Subordinate Percentage for the related Sub-Loan Group.
July 2015 – June 2016 Senior Percentage for the related Certificate Group plus 40%
of the Subordinate Percentage for the related Sub-Loan Group.
July 2016 – June 2017 Senior Percentage for the related Certificate Group plus 20%
of the Subordinate Percentage for the related Sub-Loan Group.
July 2017 and thereafter Senior Percentage for the related Certificate Group.
In addition, no reduction of the Senior Prepayment Percentage for the related Certificate Group shall
occur on any Distribution Date unless, as of the last day of the month preceding such Distribution Date, (A) the
aggregate Stated Principal Balance of the Group II Mortgage Loans in all Sub-Loan Groups in Loan Group II
Delinquent 60 days or more (including for this purpose any such Group II Mortgage Loans in foreclosure and Group
II Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged
over the last six months, as a percentage of the sum of the aggregate Certificate Principal Balance of the Group
II Subordinate Certificates does not exceed 50%; and (B) cumulative Realized Losses on the Group II Mortgage
Loans in all Sub-Loan Groups in Loan Group II do not exceed (a) 30% of the Original Group II Subordinate
Principal Balance if such Distribution Date occurs between and including July 2013 and June 2014, (b) 35% of the
Original Group II Subordinate Principal Balance if such Distribution Date occurs between and including July 2014
and June 2015, (c) 40% of the Original Group II Subordinate Principal Balance if such Distribution Date occurs
between and including July 2015 and June 2016, (d) 45% of the Original Group II Subordinate Principal Balance if
such Distribution Date occurs between and including July 2016 and June 2017, and (e) 50% of the Original Group II
Subordinate Principal Balance if such Distribution Date occurs during or after July 2017.
In addition, if on any Distribution Date the weighted average of the Subordinate Percentages for such
Distribution Date is equal to or greater than two times the weighted average of the initial Subordinate
Percentages, and (a) the aggregate Stated Principal Balance of the Group II Mortgage Loans for all Sub-Loan
Groups Delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and such
Group II Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust),
averaged over the last six months, as a percentage of the aggregate Certificate Principal Balance of the Group II
Subordinate Certificates does not exceed 50% and (b)(i) on or prior to the Distribution Date in June 2009,
cumulative Realized Losses on the Group II Mortgage Loans for all Sub-Loan Groups in Loan Group II as of the end
of the related Prepayment Period do not exceed 20% of the Original Group II Subordinate Principal Balance and
(ii) after the Distribution Date in June 2009 cumulative Realized Losses on the Group II Mortgage Loans for all
Sub-Loan Groups in Loan Group II as of the end of the related Prepayment Period do not exceed 30% of the Original
Group II Subordinate Principal Balance, then, the Senior Prepayment Percentage for such Distribution Date will
equal the Senior Percentage for the related Certificate Group; provided, however, if on such Distribution Date
the Subordinate Percentage is equal to or greater than two times the initial Subordinate Percentage on or prior
to the Distribution Date occurring in June 2009 and the above delinquency and loss tests are met, then the Senior
Prepayment Percentage for the related Certificate Group for such Distribution Date will equal the related Senior
Percentage plus 50% of the related Subordinate Percentage.
Notwithstanding the foregoing, if on any Distribution Date the percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Group II Senior Certificates immediately preceding such
Distribution Date, and the denominator of which is the Stated Principal Balance of the Group II Mortgage Loans as
of the beginning of the related Due Period, exceeds such percentage as of the Cut-off Date, the Senior Prepayment
Percentage with respect to all of the Group II Senior Certificates will equal 100%.
Group II Subordinate Certificates: The Group II Offered Subordinate Certificates and the Group II
Non-Offered Subordinate Certificates.
Group II Subordinate Optimal Principal Amount: With respect to any Distribution Date and any Sub-Loan
Group in Loan Group II, an amount equal to the sum, without duplication, of the following (but in no event
greater than the aggregate Certificate Principal Balance of the Group II Subordinate Certificates immediately
prior to such Distribution Date):
(i) the related Subordinate Percentage of the principal portion of all Scheduled Payments due on
each Outstanding Mortgage Loan in the related Sub-Loan Group on the related Due Date as specified in the
amortization schedule at the time applicable thereto (after adjustment for previous Principal Prepayments but
before any adjustment to such amortization schedule by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period);
(ii) the related Subordinate Prepayment Percentage of the Stated Principal Balance of each Mortgage
Loan in the related Sub-Loan Group that was the subject of a Principal Prepayment in full received by the
Servicers during the related Prepayment Period;
(iii) the related Subordinate Prepayment Percentage of the amount of all Principal Prepayments in
part received by the Servicers in respect to the Mortgage Loan in the related Sub-Loan Group during the related
Prepayment Period;
(iv) the excess, if any, of (a) all Net Liquidation Proceeds allocable to principal received during
the related Prepayment Period in respect of each Liquidated Mortgage Loan in the related Sub-Loan Group and all
Subsequent Recoveries received in respect of each Liquidated Mortgage Loan during the related Due Period over (b)
the sum of the amounts distributable to the Senior Certificates in the related Certificate Group pursuant to
clause (iv) of the definition of Senior Optimal Principal Amount on such Distribution Date;
(v) the related Subordinate Prepayment Percentage of the sum of (a) the Stated Principal Balance of
each Mortgage Loan in the related Sub-Loan Group that was purchased by the Sponsor in connection with such
Distribution Date and (b) the difference, if any, between the Stated Principal Balance of a Mortgage Loan in the
related Sub-Loan Group that has been replaced by the Sponsor with a Substitute Mortgage Loan pursuant to the
Mortgage Loan Purchase Agreement in connection with such Distribution Date over the Stated Principal Balance of
such Substitute Mortgage Loan; and
(vi) on the Distribution Date on which the Certificate Principal Balances of the Senior Certificates
in the related Certificate Group have all been reduced to zero, 100% of the Senior Optimal Principal Amount for
the related Sub-Loan Group. After the aggregate Certificate Principal Balance of the Subordinate Certificates
has been reduced to zero, the Subordinate Optimal Principal Amount shall be zero.
Group II Subordinate Percentage: With respect to each Sub-Loan Group included in Loan Group II on any
Distribution Date, 100% minus the Senior Percentage for the related Certificate Group.
Group II Subordinate Prepayment Percentage: With respect to each Loan Group included in Loan Group II
on any Distribution Date, 100% minus the Senior Percentage for the related Certificate Group.
Group III Aggregate Subordinate Optimal Principal Amount: With respect to any Distribution Date, the
sum of the Group III Subordinate Optimal Principal Amounts for all Sub-Loan Groups in Loan Group III for such
Distribution Date.
Group III Certificates: The Group III Senior Certificates and the Group III Subordinate Certificates.
Group III Cross-Over Date: The first Distribution Date on which the aggregate Certificate Principal
Balance of the Group III Subordinate Certificates has been reduced to zero.
Group III Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group III Non-Offered Subordinate Certificates: The Class III-B-4, Class III-B-5 and Class III-B-6
Certificates.
Group III Offered Certificates: The Group III Senior Certificates and the Group III Offered Subordinate
Certificates.
Group III Offered Subordinate Certificates: The Class III-B-1, Class III-B-2 and Class III-B-3
Certificates.
Group III Senior Certificates: The Class III-1A-1, Class III-1A-2, Class III-2A-1, Class III-2A-2,
Class III-3A-1, Class III-3A-2, Class III-3A-3, Class III-3A-4, Class III-3X-1 and Class III-3X-2 Certificates.
Group III Senior Optimal Principal Amount: With respect to each Distribution Date and a Certificate
Group related to a Sub-Loan Group in Loan Group III, an amount equal to the sum, without duplication, of the
following (but in no event greater than the aggregate Certificate Principal Balances of the related Certificate
Group immediately prior to such Distribution Date):
(i) the related Senior Percentage of the principal portion of all Scheduled Payments due
on each Outstanding Mortgage Loan in the related Sub-Loan Group on the related Due Date as specified in the
amortization schedule at the time applicable thereto (after adjustments for previous Principal Prepayments but
before any adjustment to such amortization schedule by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period if the related Distribution Date occurs prior to the Cross-over
Date);
(ii) the related Senior Prepayment Percentage of the Stated Principal Balance of Mortgage
Loan in the related Sub-Loan Group which was the subject of a Principal Prepayment in full received by the
Servicers during the related Prepayment Period;
(iii) the related Senior Prepayment Percentage of amount of all Principal Prepayments in
part allocated to principal received by the Servicers during the related Prepayment Period in respect to each
Mortgage Loan in the related Sub-Loan Group;
(iv) the lesser of (a) the related Senior Prepayment Percentage of the sum of (A) all Net
Liquidation Proceeds allocable to principal received in respect of each Mortgage Loan in the related Sub-Loan
Group that became a Liquidated Mortgage Loan during the related Prepayment Period (other than Mortgage Loans
described in the immediately following clause (B)) and all Subsequent Recoveries received in respect of each
Liquidated Mortgage Loan in the related Sub-Loan Group during the related Due Period and (B) the Stated Principal
Balance of each such Mortgage Loan purchased by an insurer from the Trust during the related Prepayment Period
pursuant to the related Primary Mortgage Insurance Policy, if any, or otherwise and (b) the related Senior
Percentage of the sum of (A) the Stated Principal Balance of each Mortgage Loan in the related Sub-Loan Group
which became a Liquidated Mortgage Loan during the related Prepayment Period (other than the Mortgage Loans
described in the immediately following clause (B)) and all Subsequent Recoveries received in respect of each
Liquidated Mortgage Loan in the related Sub-Loan Group during the related Due Period and (B) the Stated Principal
Balance of each such Mortgage Loan that was purchased by an insurer from the Trust during the related Prepayment
Period pursuant to the related Primary Mortgage Insurance Policy, if any or otherwise;
(v) any amount allocated to the Available Funds of the related Sub-Loan Group pursuant to
Section 6.02(i)(a)(E); and
(vi) the related Senior Prepayment Percentage of the sum of (a) the Stated Principal
Balance of each Mortgage Loan in the related Sub-Loan Group that was repurchased by the Sponsor in connection
with such Distribution Date and (b) the excess, if any, of the Stated Principal Balance of a Mortgage Loan in the
related Sub-Loan Group that has been replaced by the Sponsor with a substitute Mortgage Loan pursuant to the
Mortgage Loan Purchase Agreement in connection with such Distribution Date over the Stated Principal Balance of
such substitute Mortgage Loan.
Group III Senior Percentage: With respect to each Certificate Group related to a Sub-Loan Group in
Loan Group III, initially 92.65%. With respect to any Distribution Date and a Certificate Group related to a
Sub-Loan Group in Loan Group III, the lesser of (i) 100% and (ii) the percentage obtained by dividing the
aggregate Certificate Principal Balance of the Senior Certificates in such Certificate Group immediately
preceding such Distribution Date by the aggregate Stated Principal Balance of the Mortgage Loans in the related
Sub-Loan Group as of the beginning of the related Due Period.
Group III Senior Prepayment Percentage: With respect to a Certificate Group related to a Sub-Loan Group
in Loan Group III and any Distribution Date occurring during the periods set forth below, as follows:
Period (dates inclusive) Group III Senior Prepayment Percentage
July 2006 – June 2013 100%
July 2013 – June 2014 Senior Percentage for the related Certificate Group plus 70%
of the Subordinate Percentage for the related Sub-Loan Group.
July 2014 – June 2015 Senior Percentage for the related Certificate Group plus 60%
of the Subordinate Percentage for the related Sub-Loan Group.
July 2015 – June 2016 Senior Percentage for the related Certificate Group plus 40%
of the Subordinate Percentage for the related Sub-Loan Group.
July 2016 – June 2017 Senior Percentage for the related Certificate Group plus 20%
of the Subordinate Percentage for the related Sub-Loan Group.
July 2017 and thereafter Senior Percentage for the related Certificate Group.
In addition, no reduction of the Senior Prepayment Percentage for the related Certificate Group shall
occur on any Distribution Date unless, as of the last day of the month preceding such Distribution Date, (A) the
aggregate Stated Principal Balance of the Group III Mortgage Loans in all Sub-Loan Groups in Loan Group III
Delinquent 60 days or more (including for this purpose any such Group III Mortgage Loans in foreclosure and Group
III Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged
over the last six months, as a percentage of the sum of the aggregate Certificate Principal Balance of the Group
III Subordinate Certificates does not exceed 50%; and (B) cumulative Realized Losses on the Group III Mortgage
Loans in all Sub-Loan Groups in Loan Group III do not exceed (a) 30% of the Original Group III Subordinate
Principal Balance if such Distribution Date occurs between and including July 2013 and June 2014, (b) 35% of the
Original Group III Subordinate Principal Balance if such Distribution Date occurs between and including July 2014
and June 2015, (c) 40% of the Original Group III Subordinate Principal Balance if such Distribution Date occurs
between and including July 2015 and June 2016, (d) 45% of the Original Group III Subordinate Principal Balance if
such Distribution Date occurs between and including July 2016 and June 2017, and (e) 50% of the Original Group
III Subordinate Principal Balance if such Distribution Date occurs during or after July 2017.
In addition, if on any Distribution Date the weighted average of the Subordinate Percentages for such
Distribution Date is equal to or greater than two times the weighted average of the initial Subordinate
Percentages, and (a) the aggregate Stated Principal Balance of the Group III Mortgage Loans for all Sub-Loan
Groups Delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and such
Group III Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust),
averaged over the last six months, as a percentage of the aggregate Certificate Principal Balance of the Group
III Subordinate Certificates does not exceed 50% and (b)(i) on or prior to the Distribution Date in June 2009,
cumulative Realized Losses on the Group III Mortgage Loans for all Sub-Loan Groups in Loan Group III as of the
end of the related Prepayment Period do not exceed 20% of the Original Group III Subordinate Principal Balance
and (ii) after the Distribution Date in June 2009 cumulative Realized Losses on the Group III Mortgage Loans for
all Sub-Loan Groups in Loan Group III as of the end of the related Prepayment Period do not exceed 30% of the
Original Group III Subordinate Principal Balance, then, the Senior Prepayment Percentage for such Distribution
Date will equal the Senior Percentage for the related Certificate Group; provided, however, if on such
Distribution Date the Subordinate Percentage is equal to or greater than two times the initial Subordinate
Percentage on or prior to the Distribution Date occurring in June 2009 and the above delinquency and loss tests
are met, then the Senior Prepayment Percentage for the related Certificate Group for such Distribution Date will
equal the related Senior Percentage plus 50% of the related Subordinate Percentage.
Notwithstanding the foregoing, if on any Distribution Date the percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Group III Senior Certificates immediately preceding such
Distribution Date, and the denominator of which is the Stated Principal Balance of the Group III Mortgage Loans
as of the beginning of the related Due Period, exceeds such percentage as of the Cut-off Date, the Senior
Prepayment Percentage with respect to all of the Group III Senior Certificates will equal 100%.
Group III Subordinate Certificates: The Group III Offered Subordinate Certificates and the Group III
Non-Offered Subordinate Certificates.
Group III Subordinate Optimal Principal Amount: With respect to any Distribution Date and any Sub-Loan
Group in Loan Group III, an amount equal to the sum, without duplication, of the following (but in no event
greater than the aggregate Certificate Principal Balance of the Group III Subordinate Certificates immediately
prior to such Distribution Date):
(i) the related Subordinate Percentage of the principal portion of all Scheduled Payments due on
each Outstanding Mortgage Loan in the related Sub-Loan Group on the related Due Date as specified in the
amortization schedule at the time applicable thereto (after adjustment for previous Principal Prepayments but
before any adjustment to such amortization schedule by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period);
(ii) the related Subordinate Prepayment Percentage of the Stated Principal Balance of each Mortgage
Loan in the related Sub-Loan Group that was the subject of a Principal Prepayment in full received by the
Servicers during the related Prepayment Period;
(iii) the related Subordinate Prepayment Percentage of the amount of all Principal Prepayments in
part received by the Servicers in respect to the Mortgage Loan in the related Sub-Loan Group during the related
Prepayment Period;
(iv) the excess, if any, of (a) all Net Liquidation Proceeds allocable to principal received during
the related Prepayment Period in respect of each Liquidated Mortgage Loan in the related Sub-Loan Group and all
Subsequent Recoveries received in respect of each Liquidated Mortgage Loan during the related Due Period over (b)
the sum of the amounts distributable to the Senior Certificates in the related Certificate Group pursuant to
clause (iv) of the definition of Senior Optimal Principal Amount on such Distribution Date;
(v) the related Subordinate Prepayment Percentage of the sum of (a) the Stated Principal Balance of
each Mortgage Loan in the related Sub-Loan Group that was purchased by the Sponsor in connection with such
Distribution Date and (b) the difference, if any, between the Stated Principal Balance of a Mortgage Loan in the
related Sub-Loan Group that has been replaced by the Sponsor with a Substitute Mortgage Loan pursuant to the
Mortgage Loan Purchase Agreement in connection with such Distribution Date over the Stated Principal Balance of
such Substitute Mortgage Loan; and
(vi) on the Distribution Date on which the Certificate Principal Balances of the Senior Certificates
in the related Certificate Group have all been reduced to zero, 100% of the Senior Optimal Principal Amount for
the related Sub-Loan Group. After the aggregate Certificate Principal Balance of the Subordinate Certificates
has been reduced to zero, the Subordinate Optimal Principal Amount shall be zero.
Group III Subordinate Percentage: With respect to each Sub-Loan Group included in Loan Group III on any
Distribution Date, 100% minus the Senior Percentage for the related Certificate Group.
Group III Subordinate Prepayment Percentage: With respect to each Sub-Loan Group included in Loan Group
III on any Distribution Date, 100% minus the Senior Prepayment Percentage for the related Certificate Group.
Holder: The Person in whose name a Certificate is registered in the Certificate Register, except that,
subject to Sections 11.02(b) and 11.05(e), solely for the purpose of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor, the Master Servicer, the Securities
Administrator or the Trustee or any Affiliate thereof shall be deemed not to be outstanding and the Fractional
Undivided Interest evidenced thereby shall not be taken into account in determining whether the requisite
percentage of Fractional Undivided Interests necessary to effect any such consent has been obtained.
HSBC: HSBC Mortgage Corporation (USA), and its successor in interest.
HSBC Servicing Agreement: The Amended and Restated Purchase, Warranties and Servicing Agreement, dated
as of September 1, 2005, as amended by Amendment Reg AB, dated as of November 7, 2005, between HSBC and EMC,
attached hereto as Exhibit H-9.
Indemnified Persons: The Trustee, the Master Servicer, the Custodian and the Securities Administrator
and their officers, directors, agents and employees and, with respect to the Trustee, any separate co-trustee and
its officers, directors, agents and employees.
Index: The index, if any, specified in a Mortgage Note by reference to which the related Mortgage
Interest Rate will be adjusted from time to time.
Individual Certificate: Any Private Certificate registered in the name of the Holder other than the
Depository or its nominee.
IndyMac: IndyMac Bank, F.S.B., and its successor in interest.
Indy Mac Servicing Agreement: The Master Purchase, Warranties and Servicing Agreement, dated as of
August 1, 2001, between IndyMac and EMC, attached hereto as Exhibit H-10.
Initial Certification: The certification substantially in the form of Exhibit One to the Custodial
Agreement.
Institutional Accredited Investor: Any Person meeting the requirements of Rule 501(a)(l), (2), (3) or
(7) of Regulation D under the Securities Act or any entity all of the equity holders in which come within such
paragraphs.
Insurance Policy: With respect to any Mortgage Loan, any standard hazard insurance policy, flood
insurance policy or title insurance policy.
Insurance Proceeds: Amounts paid by the insurer under any Insurance Policy covering any Mortgage Loan
or Mortgaged Property other than amounts required to be paid over to the Mortgagor pursuant to law or the related
Mortgage Note or Security Instrument and other than amounts used to repair or restore the Mortgaged Property or
to reimburse insured expenses, including the related Servicer's costs and expenses incurred in connection with
presenting claims under the related Insurance Policies.
Interest Accrual Period: With respect to each Distribution Date, for each Class of Group II
Certificates and Group III Certificates, the calendar month preceding the month in which such Distribution Date
occurs. The Interest Accrual Period for the Group I Certificates and the Class I-B-3, Certificates will be the
period from and including the preceding distribution date (or from the Closing Date, in the case of the first
Distribution Date) to and including the day prior to the current Distribution Date.
Interest Adjustment Date: With respect to a Mortgage Loan, the date, if any, specified in the related
Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.
Interest Carryforward Amount: As of the first Distribution Date and with respect to each Class of Group
I Offered Certificates, zero, and for each Distribution Date thereafter, the sum of (i) the excess of (a) the
Current Interest for such Class with respect to prior Distribution Dates over (b) the amount actually distributed
to such Class of Group I Certificates with respect to interest on or after such prior Distribution Dates and (ii)
interest thereon (to the extent permitted by applicable law) at the applicable Pass-Through Rate for such Class
for the related Interest Accrual Period including the Interest Accrual Period relating to such Distribution Date.
Interest Funds: For any Distribution Date and each Sub-Loan Group in Loan Group I, (i) the sum, without
duplication, of (a) all scheduled interest collected in respect to the related Group I Mortgage Loans in the
related Sub-Loan Group during the related Due Period less the related Servicing Fee, (b) all Monthly Advances
relating to interest with respect to the related Group I Mortgage Loans in the related Sub-Loan Group remitted by
the related Servicer or Master Servicer, as applicable, on or prior to the related Distribution Account Deposit
Date, (c) all Compensating Interest Payments with respect to the Group I Mortgage Loans in the related Sub-Loan
Group and required to be remitted by the Master Servicer pursuant to this Agreement or the related Servicer
pursuant to the related Servicing Agreement with respect to such Distribution Date, (d) Liquidation Proceeds with
respect to the related Group I Mortgage Loans in the related Sub-Loan Group collected during the related
Prepayment Period (or, in the case of Subsequent Recoveries, during the related Due Period), to the extent such
Liquidation Proceeds relate to interest, (e) all amounts relating to interest with respect to each related Group
I Mortgage Loan in the related Sub-Loan Group purchased by EMC pursuant to Sections 2.02 and 2.03 or by the
Depositor pursuant to Section 3.21 during the related Due Period, and (f) all amounts in respect of interest paid
by EMC pursuant to Section 10.01 in respect to the related Sub-Loan Group in Loan Group I, in each case to the
extent remitted by EMC or its designee, as applicable, to the Distribution Account pursuant to this Agreement,
minus (ii) all amounts relating to interest required to be reimbursed pursuant to Sections 4.01 and 4.05 or as
otherwise set forth in this Agreement and allocated to such Sub-Loan Group in Loan Group I.
Interest Shortfall: With respect to any Distribution Date and each Mortgage Loan that during the
related Prepayment Period was the subject of a Principal Prepayment or constitutes a Relief Act Mortgage Loan, an
amount determined as follows:
(a) Partial principal prepayments received during the relevant Prepayment Period: The
difference between (i) one month's interest at the applicable Net Rate on the amount of such prepayment and
(ii) the amount of interest for the calendar month of such prepayment (adjusted to the applicable Net Rate)
received at the time of such prepayment;
(b) Principal prepayments in full received during the relevant Prepayment Period: The difference
between (i) one month's interest at the applicable Net Rate on the Stated Principal Balance of such Mortgage Loan
immediately prior to such prepayment and (ii) the amount of interest for the calendar month of such prepayment
(adjusted to the applicable Net Rate) received at the time of such prepayment; and
(c) Relief Act Mortgage Loans: As to any Relief Act Mortgage Loan, the excess of (i) 30 days'
interest (or, in the case of a principal prepayment in full, interest to the date of prepayment) on the Stated
Principal Balance thereof (or, in the case of a principal prepayment in part, on the amount so prepaid) at the
related Net Rate over (ii) 30 days' interest (or, in the case of a principal prepayment in full, interest to the
date of prepayment) on such Stated Principal Balance (or, in the case of a Principal Prepayment in part, on the
amount so prepaid) at the annual interest rate required to be paid by the Mortgagor as limited by application of
the Relief Act.
Interim Certification: The certification substantially in the form of Exhibit Two to the Custodial
Agreement.
Investment Letter: The letter to be furnished by each Institutional Accredited Investor which purchases
any of the Private Certificates in connection with such purchase, substantially in the form set forth as
Exhibit F-1 hereto.
Lender-Paid PMI Policy: Any lender-paid primary mortgage insurance policy.
Lender-Paid PMI Rate: With respect to each Mortgage Loan covered by a Lender-Paid PMI policy, the
premium to be paid by the applicable Servicer out of interest collections on the related Mortgage Loan or with
respect to any GMAC Mortgage Loan, paid by the Master Servicer, as stated in the Mortgage Loan Schedule.
LIBOR Business Day: Any day other than a Saturday or a Sunday or a day on which banking institutions in
the city of London, England are required or authorized by law to be closed.
LIBOR Determination Date: With respect to each Class of Offered Certificates and for the first Interest
Accrual Period, June 27, 2006. With respect to each Class of Offered Certificates and any Interest Accrual
Period thereafter, the second LIBOR Business Day preceding the commencement of such Interest Accrual Period.
Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which the Servicer or the Master Servicer
has determined that all amounts it expects to recover from or on account of such Mortgage Loan have been
recovered.
Liquidation Date: With respect to any Liquidated Mortgage Loan, the date on which the Master Servicer
or the Servicer has certified that such Mortgage Loan has become a Liquidated Mortgage Loan.
Liquidation Expenses: With respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or
incurred by or for the account of the Master Servicer or the Servicer in connection with the liquidation of such
Mortgage Loan and the related Mortgage Property, such expenses including (a) property protection expenses, (b)
property sales expenses, (c) foreclosure and sale costs, including court costs and reasonable attorneys' fees,
and (d) similar expenses reasonably paid or incurred in connection with liquidation.
Liquidation Proceeds: Amounts received in connection with the liquidation of a defaulted Mortgage Loan,
whether through trustee's sale, foreclosure sale, Insurance Proceeds, condemnation proceeds or otherwise and
Subsequent Recoveries.
Loan Group: Loan Group I, Loan Group II or Loan Group III, as applicable.
Loan Group I: Sub-Loan Group I-1, Sub-Loan Group I-2 and Sub-Loan Group I-3.
Loan Group II: Sub-Loan Group II-1, Sub-Loan Group II-2 and Sub-Loan Group II-3.
Loan Group III: Sub-Loan Group III-1, Sub-Loan Group III-2 and Sub-Loan Group III-3.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the fraction, expressed as a percentage, the
numerator of which is the original principal balance of the related Mortgage Loan and the denominator of which is
the Original Value of the related Mortgaged Property.
Loss Allocation Limitation: The meaning specified in Section 6.04(c) hereof.
Loss Severity Percentage: With respect to any Distribution Date, the percentage equivalent of a
fraction, the numerator of which is the amount of Realized Losses incurred on a Mortgage Loan and the denominator
of which is the Stated Principal Balance of such Mortgage Loan immediately prior to the liquidation of such
Mortgage Loan.
Lost Notes: The original Mortgage Notes that have been lost, as indicated on the Mortgage Loan Schedule.
Margin: With respect to any Distribution Date on or prior to the first possible optional termination
date for the Group I Certificates and (i) the Class I-1A-1 Certificates, 0.160% per annum, (ii) the Class I-1A-2
Certificates, 0.230% per annum, (iii) the Class I-2A-1 Certificate, 0.170% per annum, (iv) the Class I-2A-2
Certificate, 0.230% per annum, (v) the Class I-3A-1 Certificates, 0.160% per annum, (vi) the Class I-3A-2
Certificates, 0.220% per annum, (vii) the Class I-M-1 Certificates, 0.330% per annum, (viii) the Class I-M-2
Certificates, 0.430% per annum, (ix) the Class I-B-1 Certificates, 1.250% per annum, (vii) the Class I-B-2
Certificates, 2.150% per annum, and (x) the Class I-B-3 Certificates, 2.150% per annum; and with respect to any
Distribution Date after the first possible optional termination date for the Group I Certificates and (i) the
Class I-1A-1 Certificates, 0.320% per annum, (ii) the Class I-1A-2 Certificates, 0.460% per annum, (iii) the
Class I-2A-1 Certificate, 0.340% per annum, (iv) the Class I-2A-2 Certificate, 0.460% per annum, (v) the Class
I-3A-1 Certificates, 0.320% per annum, (vi) the Class I-3A-2 Certificates, 0.440% per annum, (vii) the Class
I-M-1 Certificates, 0.495% per annum, (viii) the Class I-M-2 Certificates, 0.645% per annum, (ix) the Class I-B-1
Certificates, 1.875% per annum, (vii) the Class I-B-2 Certificates, 3.225% per annum, and (x) the Class I-B-3
Certificates, 3.225% per annum.
Marker Rate: With respect to the Class B-IO Certificates or REMIC VI Regular Interest B-IO-I and any
Distribution Date, in relation to the REMIC III-B Regular Interests, a per annum rate equal to two (2) times the
weighted average of the Uncertificated REMIC III-B Pass-Through Rates for REMIC III-B Regular Interest LT2 and
REMIC III-B Regular Interest LT3.
Master Servicer: As of the Closing Date, Xxxxx Fargo Bank, National Association and, thereafter, its
respective successors in interest that meet the qualifications of the Servicing Agreements and this Agreement.
Master Servicing Compensation: The meaning specified in Section 3.14.
Material Defect: The meaning specified in Section 2.02(a).
Maximum Lifetime Mortgage Rate: The maximum level to which a Mortgage Interest Rate can adjust in
accordance with its terms, regardless of changes in the applicable Index.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the
laws of the State of Delaware, or any successor thereto.
MERS® System: The system of recording transfers of Mortgage Loans electronically maintained by MERS.
Mid America: Mid America Bank, fsb, and its successor in interest.
Mid America Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of February
1, 2006, as amended by Amendment No. 1 to the Purchase, Warranties and Servicing Agreement, dated as of February
1, 2006, between Mid America and EMC, attached hereto as Exhibit H-11.
MIN: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS® System.
Minimum Lifetime Mortgage Rate: The minimum level to which a Mortgage Interest Rate can adjust in
accordance with its terms, regardless of changes in the applicable Index.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely
as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Advance: An advance of principal or interest required to be made by the applicable Servicer
pursuant to the related Servicing Agreement or the Master Servicer pursuant to Section 6.05.
Monthly Statement: The statement delivered to the Certificateholders pursuant to Section 6.07.
Monthly Delinquency Percentage: With respect to a Distribution Date, the percentage equivalent of a
fraction, the numerator of which is the aggregate Stated Principal Balance of the Group I Mortgage Loans that are
60 days or more Delinquent or are in bankruptcy or foreclosure or are REO Properties for such Distribution Date
and the denominator of which is the aggregate Stated Principal Balance of Group I Mortgage Loans for such
Distribution Date.
Moody's: Xxxxx'x Investors Service, Inc. or its successor in interest.
Mortgage: The mortgage, deed of trust or other instrument creating a first priority lien on an estate
in fee simple or leasehold interest in real property securing a Mortgage Loan.
Mortgage File: The mortgage documents listed in Section 2.01(b) pertaining to a particular Mortgage
Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Interest Rate: The annual rate at which interest accrues from time to time on any Mortgage
Loan pursuant to the related Mortgage Note, which rate is initially equal to the "Mortgage Interest Rate" set
forth with respect thereto on the Mortgage Loan Schedule.
Mortgage Loan: A mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01,
Section 2.04 or Section 2.07 and held as a part of the Trust Fund, as identified in the Mortgage Loan Schedule
(which shall include, without limitation, with respect to each Mortgage Loan, each related Mortgage Note,
Mortgage and Mortgage File and all rights appertaining thereto), including a mortgage loan the property securing
which has become an REO Property.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement dated as of June 30, 2006,
between EMC, as seller, and Structured Asset Mortgage Investments II Inc., as purchaser, and all amendments
thereof and supplements thereto, attached as Exhibit J.
Mortgage Loan Schedule: The schedule, attached hereto as Exhibit B with respect to the Mortgage Loans,
as amended from time to time to reflect the repurchase or substitution of Mortgage Loans pursuant to this
Agreement or the Mortgage Loan Purchase Agreement, as the case may be.
Mortgage Note: The originally executed note or other evidence of the indebtedness of a Mortgagor under
the related Mortgage Loan.
Mortgaged Property: Land and improvements securing the indebtedness of a Mortgagor under the related
Mortgage Loan or, in the case of REO Property, such REO Property.
Mortgagor: The obligor on a Mortgage Note.
Net Interest Shortfall: With respect to any Distribution Date, the Interest Shortfall, if any, for such
Distribution Date net of Compensating Interest Payments made with respect to such Distribution Date.
Net Liquidation Proceeds: As to any Liquidated Mortgage Loan, Liquidation Proceeds net of
(i) Liquidation Expenses which are payable therefrom to the Servicer or the Master Servicer in accordance with the
Servicing Agreement or this Agreement and (ii) unreimbursed advances by the Servicer or the Master Servicer and
Monthly Advances.
Net Rate: With respect to each Mortgage Loan, the Mortgage Interest Rate in effect from time to time
less the sum of (1) the Servicing Fee Rate and (2) the Lender Paid PMI Rate, if any, attributable thereto, in
each case expressed as a per annum rate.
Net Rate Cap: For any Distribution Date and the Group I Offered Certificates and the Class I-B-3
Certificates, the weighted average of the Net Rates of the Group I Mortgage Loans in the related Sub-Loan Group
as of the beginning of the related Due Period, weighted on the basis of the Certificate Principal Balances
thereof as of the preceding Distribution Date, in each case as adjusted to an effective rate reflecting the
accrual of interest on the basis of a 360-day year and the actual number of days elapsed in the related Interest
Accrual Period For federal income tax purposes, the Net Rate Cap with respect to the Group I Subordinate
Certificates is equal to the weighted average of the Uncertificated Pass-Through Rates for REMIC III-B Regular
Xxxxxxxxx XX-X0, LT-Y2 and LT-Y3.
NIM Issuer: The entity established as the issuer of the NIM Securities.
NIM Securities: Any debt securities secured or otherwise backed by some or all of the Class XP
Certificates and Class R-X Certificate.
NIM Trustee: The trustee for the NIM Securities.
Non-Offered Subordinate Certificates: The Group I Non-Offered Subordinate Certificates, the Group II
Non-Offered Subordinate Certificates and the Group III Non-Offered Subordinate Certificates.
Nonrecoverable Advance: Any advance or Monthly Advance (i) which was previously made or is proposed to
be made by the Master Servicer, the Trustee (in its capacity as successor Master Servicer) or the applicable
Servicer and (ii) which, in the good faith judgment of the Master Servicer, the Trustee in its capacity as successor Master
Servicer or the applicable Servicer, will not or, in the case of a proposed advance or Monthly
Advance, would not, be ultimately recoverable by the Master Servicer, the Trustee (as successor Master Servicer)
or the applicable Servicer from Liquidation Proceeds, Insurance Proceeds or future payments on the Mortgage Loan
for which such advance or Monthly Advance was made or is proposed to be made.
Notional Amount: The Notional Amount of (i) the Class II-1X-1 Certificates immediately prior to any
Distribution Date is equal to the Certificate Principal Balance of the Class II-1A-1 Certificates, (ii) the Class
II-1X-2 Certificates, immediately prior to any Distribution Date is equal to the Certificate Principal Balance of
the Class II-2A-1 Certificates, (iii) the Class II-2X-1 Certificates immediately prior to any Distribution Date
is equal to the Certificate Principal Balance of the Class II-2A-1 Certificates, (iv) the Class II-2X-2
Certificates immediately prior to any Distribution Date is equal to the Certificate Principal Balance of the
Class II-2A-2 Certificates, (v) the Class II-3X-1 Certificates immediately prior to any Distribution Date is
equal to the Certificate Principal Balance of the Class II-3A-1, Class II-3A-3 and Class II-3A-4 Certificates (in
the aggregate), (vi) the Class II-3X-2 Certificates immediately prior to any Distribution Date is equal to the
Certificate Principal Balance of the Class II-3A-1, Class II-3A-2, Class II-3A-3, Class II-3A-4 and Class II-3A-5
Certificates (in the aggregate), (vii) the Class III-3X-1 Certificates immediately prior to any Distribution Date
is equal to the Certificate Principal Balance of the Class III-3A-1 Certificates, Class III-3A-2, Class III-3A-3
and Class III-3A-4 Certificates (in the aggregate), (viii) the Class III-3X-2 Certificates immediately prior to
any Distribution Date is equal to the Certificate Principal Balance of the Class III-3A-2 Certificates and Class
III-3A-3 Certificates (in the aggregate), and (ix) the Class B-IO Certificates immediately prior to any
Distribution Date is equal to the aggregate of the Uncertificated Principal Balances of the REMIC III-B Regular
Interests.
Offered Certificates: The Group I Offered Certificates, the Group II Offered Certificates and the Group
III Offered Certificates.
Offered Subordinate Certificates: The Group I Offered Subordinate Certificates, the Group II Offered
Subordinate Certificates and the Group III Offered Subordinate Certificates.
Officer's Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the
Board, the President or a Vice President or Assistant Vice President or other authorized officer of the Master
Servicer, the Seller or the Depositor, as applicable, and delivered to the Trustee, as required by this Agreement.
One-Month LIBOR: With respect to any Interest Accrual Period, the rate determined by the Securities
Administrator on the related LIBOR Determination Date on the basis of the rate for U.S. dollar deposits for one
month that appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such LIBOR Determination Date;
provided that the parties hereto acknowledge that One-Month LIBOR for the first Interest Accrual Period shall the
rate determined by the Securities Administrator two Business Days prior to the Closing Date. If such rate does
not appear on such page (or such other page as may replace that page on that service, or if such service is no
longer offered, such other service for displaying One-Month LIBOR or comparable rates as may be reasonably
selected by the Securities Administrator), One-Month LIBOR for the applicable Interest Accrual Period will be the
Reference Bank Rate. If no such quotations can be obtained by the Securities Administrator and no Reference Bank
Rate is available, One-Month LIBOR will be One-Month LIBOR applicable to the preceding Interest Accrual Period.
Opinion of Counsel: A written opinion of counsel who is or are acceptable to the Trustee and who,
unless required to be Independent (an "Opinion of Independent Counsel"), may be internal counsel for the Company,
the Master Servicer or the Depositor.
Optional Termination Date: With respect to (i) the Group I Mortgage Loans, the Distribution Date on
which the aggregate Stated Principal Balance of the Group I Mortgage Loans is less than 20% of the Cut-off Date
Balance as of the Closing Date, (ii) with respect to the Group II Mortgage Loans, the Distribution Date on which
the aggregate Stated Principal Balance of the Group II Mortgage Loans is less than 10% of the Cut-off Date
Balance and (iii) with respect to the Group III Mortgage Loans, the Distribution Date on which the aggregate
Stated Principal Balance of the Group III Mortgage Loans is less than 10% of the Cut-off Date Balance as of the
Closing Date.
Original Group II Subordinate Principal Balance: The sum of the aggregate Certificate Principal
Balances of each Class of Group II Subordinate Certificates as of the Closing Date.
Original Group III Subordinate Principal Balance: The sum of the aggregate Certificate Principal
Balances of each Class of Group III Subordinate Certificates as of the Closing Date.
Original Value: The lesser of (i) the Appraised Value or (ii) the sales price of a Mortgaged Property
at the time of origination of a Mortgage Loan, except in instances where either clauses (i) or (ii) is
unavailable, the other may be used to determine the Original Value, or if both clauses (i) and (ii) are
unavailable, Original Value may be determined from other sources reasonably acceptable to the Depositor.
Outstanding Mortgage Loan: With respect to any Due Date, a Mortgage Loan which, prior to such Due Date,
was not the subject of a Principal Prepayment in full, did not become a Liquidated Mortgage Loan and was not
purchased or replaced.
Outstanding Principal Balance: As of the time of any determination, the principal balance of a Mortgage
Loan remaining to be paid by the Mortgagor, or, in the case of an REO Property, the principal balance of the
related Mortgage Loan remaining to be paid by the Mortgagor at the time such property was acquired by the Trust
Fund less any Net Liquidation Proceeds with respect thereto to the extent applied to principal.
Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (a) the
aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date over (b) the
aggregate Certificate Principal Balance of the Group I Offered Certificates and the Class I-B-3 Certificates on
such Distribution Date (after taking into account the payment of principal other than any Extra Principal
Distribution Amount on such Certificates).
Overcollateralization Release Amount: With respect to any Distribution Date is the lesser of (x) the
sum of the amounts described in clauses (1) through (5) in the definition of Principal Funds for such
Distribution Date and (y) the excess, if any, of (i) the Overcollateralization Amount for such Distribution Date
(assuming that 100% of such Principal Funds is applied as a principal payment on such Distribution Date) over
(ii) the Overcollateralization Target Amount for such Distribution Date (with the amount pursuant to clause (y)
deemed to be $0 if the Overcollateralization Amount is less than or equal to the Overcollateralization Target
Amount on that Distribution Date).
Overcollateralization Target Amount: With respect to any Distribution Date (a) prior to the Stepdown
Date, 1.25% of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date, (b)
on or after the Stepdown Date and if a Trigger Event is not in effect, the greater of (i) the lesser of (1) 1.25%
of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date and (2) 2.50% of
the then current aggregate Stated Principal Balance of the Group I Mortgage Loans as of such Distribution Date
and (ii) $13,210,072.95 and (c) on or after the Stepdown Date and if a Trigger Event is in effect, the
Overcollateralization Target Amount for the immediately preceding Distribution Date.
Party Participating in the Servicing Function: Any Person performing any of the responsibilities set
forth in Exhibit K.
Pass-Through Rate: As to each Class of Certificates, the rate of interest determined as provided with
respect thereto in Section 5.01(c). Any monthly calculation of interest at a stated rate shall be based upon
annual interest at such rate divided by twelve.
Paying Agent: The Securities Administrator, or its successor in interest, or any successor securities
administrator appointed as herein provided.
Periodic Rate Cap: With respect to each Mortgage Loan, the maximum adjustment that can be made to the
Mortgage Interest Rate on each Interest Adjustment Date in accordance with its terms, regardless of changes in
the applicable Index.
Permitted Investments: Any one or more of the following obligations or securities held in the name of
the Securities Administrator for the benefit of the Certificateholders:
(i) direct obligations of, and obligations the timely payment of which are fully
guaranteed by the United States of America or any agency or instrumentality of the United States of America the
obligations of which are backed by the full faith and credit of the United States of America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any
depository institution or trust company incorporated under the laws of the United States of America or any state
thereof (including the Securities Administrator or the Master Servicer or its Affiliates acting in its commercial
banking capacity) and subject to supervision and examination by federal and/or state banking authorities,
provided that the commercial paper and/or the short-term debt rating and/or the long-term unsecured debt
obligations of such depository institution or trust company at the time of such investment or contractual
commitment providing for such investment have the Applicable Credit Rating or better from each Rating Agency and
(b) any other demand or time deposit or certificate of deposit that is fully insured by the Federal Deposit
Insurance Corporation;
(iii) repurchase obligations with respect to (a) any security described in clause (i) above
or (b) any other security issued or guaranteed by an agency or instrumentality of the United States of America,
the obligations of which are backed by the full faith and credit of the United States of America, in either case
entered into with a depository institution or trust company (acting as principal) described in clause (ii)(a)
above where the Securities Administrator holds the security therefor;
(iv) securities bearing interest or sold at a discount issued by any corporation (including
the Securities Administrator or the Master Servicer or its Affiliates) incorporated under the laws of the United
States of America or any state thereof that have the Applicable Credit Rating or better from each Rating Agency
at the time of such investment or contractual commitment providing for such investment; provided, however, that
securities issued by any particular corporation will not be Permitted Investments to the extent that investments
therein will cause the then outstanding principal amount of securities issued by such corporation and held as
part of the Trust to exceed 10% of the aggregate Outstanding Principal Balances of all the Mortgage Loans and
Permitted Investments held as part of the Trust;
(v) commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more than one year after the date of
issuance thereof) having the Applicable Credit Rating or better from each Rating Agency at the time of such
investment;
(vi) a Reinvestment Agreement issued by any bank, insurance company or other corporation or
entity;
(vii) any other demand, money market or time deposit, obligation, security or investment as
may be acceptable to each Rating Agency as evidenced in writing by each Rating Agency to the Trustee and the
Securities Administrator; and
(viii) interests in any money market fund (including any such fund managed or advised by the
Securities Administrator or the Master Servicer or any affiliate thereof) which at the date of acquisition of the
interests in such fund and throughout the time such interests are held in such fund has the highest applicable
short term rating by each Rating Agency rating such funds or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency, as evidenced in
writing; provided, however, that no instrument or security shall be a Permitted Investment if such instrument or
security evidences a right to receive only interest payments with respect to the obligations underlying such
instrument or if such security provides for payment of both principal and interest with a yield to maturity in
excess of 120% of the yield to maturity at par or if such instrument or security is purchased at a price greater
than par.
Permitted Transferee: Any Person other than a Disqualified Organization or an "electing large
partnership" (as defined by Section 775 of the Code).
Person: Any individual, corporation, partnership, joint venture, association, limited liability
company, joint-stock company, trust, unincorporated organization or government or any agency or political
subdivision thereof.
PHH: PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation), and any successor
thereto.
PHH Servicing Agreement: The Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of
April 26, 2001, between Xxxxxx'x Gate Residential Mortgage Trust and EMC, as attached hereto as Exhibit H-12.
Physical Certificates: The Residual Certificates and the Private Certificates.
Plan: The meaning specified in Section 5.07(a).
Prepayment Charge: With respect to any Mortgage Loan, the charges or premiums, if any, due in
connection with a full or partial prepayment of such Mortgage Loan in accordance with the terms thereof and
described in the Mortgage Loan Schedule.
Prepayment Charge Loan: Any Mortgage Loan for which a Prepayment Charge may be assessed and to which
such Prepayment Charge the related Class XP Certificates are entitled, as indicated on the Mortgage Loan Schedule.
Prepayment Interest Shortfall: With respect to any Distribution Date, for each Mortgage Loan that was
the subject of a partial Principal Prepayment or a Principal Prepayment in full during the related Prepayment
Period (other than a Principal Prepayment in full resulting from the purchase of a Group I Mortgage Loan pursuant
to Section 2.02, 2.03, 3.21 or 10.01 hereof), the amount, if any, by which (i) one month's interest at the
applicable Net Rate on the Stated Principal Balance of such Group I Mortgage Loan immediately prior to such
prepayment or in the case of a partial Principal Prepayment on the amount of such prepayment exceeds (ii) the
amount of interest paid or collected in connection with such Principal Prepayment less the sum of (a) any
Prepayment Charges and (b) the related Servicing Fee.
Prepayment Period: With respect to any Distribution Date and the Mortgage Loans serviced by EMC, the
period from the sixteenth day of the calendar month preceding the calendar month in which such Distribution Date
occurs through the close of business on the fifteenth day of the calendar month in which such Distribution Date
occurs. With respect to any Distribution Date and all other Mortgage Loans, the period that is provided in the
related Servicing Agreement.
Primary Mortgage Insurance Policy: Any primary mortgage guaranty insurance policy issued in connection
with a Mortgage Loan which provides compensation to a Mortgage Note holder in the event of default by the obligor
under such Mortgage Note or the related Security Instrument, if any or any replacement policy therefor through
the related Interest Accrual Period for such Class relating to a Distribution Date.
Principal Distribution Amount: With respect to each Distribution Date, an amount equal to the excess of
(i) sum of (a) the Principal Funds for such Distribution Date and (b) any Extra Principal Distribution Amount for
such Distribution Date over (ii) any Overcollateralization Release Amount for such Distribution Date.
Principal Funds: the sum, without duplication, of
1. the Scheduled Principal collected on the Group I Mortgage Loans in the related Sub-Loan Group
during the related Due Period or advanced on or before the related servicer advance date,
2. prepayments in respect of the Group I Mortgage Loans in the related Sub-Loan Group, exclusive
of any Prepayment Charges, collected in the related Prepayment Period,
3. the Stated Principal Balance of each Group I Mortgage Loans in the related Sub-Loan Group that
was repurchased by the Depositor or the related Servicer during the related Due Period,
4. the amount, if any, by which the aggregate unpaid principal balance of any Substitute Mortgage
Loans is less than the aggregate unpaid principal balance of any deleted mortgage loans
delivered by the related Servicer in connection with a substitution of Group I Mortgage Loans
in the related Sub-Loan Group during the related Due Period,
5. all Liquidation Proceeds collected during the related Prepayment Period (or in the case of
Subsequent Recoveries, during the related Due Period) on the Group I Mortgage Loans in the
related Sub-Loan Group, to the extent such Liquidation Proceeds relate to principal, less all
related Nonrecoverable Advances relating to principal reimbursed during the related Due Period,
and
6. the principal portion of the purchase price of the assets of the Trust allocated to the related
Sub-Loan Group upon the exercise by EMC or its designee of its optional termination right with
respect to the Group I Mortgage Loans, minus
7. any amounts required to be reimbursed to EMC, the Depositor, a Servicer, the Master
Servicer, the Custodian, the Trustee or the Securities Administrator with respect to the Group
I Mortgage Loans and allocated to the related Sub-Loan Group, as provided in the Agreement.
Principal Prepayment: Any payment (whether partial or full) or other recovery of principal on a
Mortgage Loan which is received in advance of its scheduled Due Date to the extent that it is not accompanied by
an amount as to interest representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment, including Insurance Proceeds and Repurchase Proceeds, but excluding the
principal portion of Net Liquidation Proceeds received at the time a Mortgage Loan becomes a Liquidated Mortgage
Loan.
Private Certificates: The Class I-B-3, Class B-IO, Class I-XP, Class II-XP, Class II-B-9,
Class II-B-10, Class II-B-11, Class III-B-4, Class III-B-5 and Class III-B-6 Certificates.
Prospectus: The prospectus, dated March 28, 2006, as supplemented by the prospectus supplement dated
June 29, 2006 (as the same may be amended from time to time), relating to the offering of the Offered
Certificates.
Protected Account: An account established and maintained for the benefit of Certificateholders by each
Servicer with respect to the related Mortgage Loans and with respect to REO Property pursuant to the related
Servicing Agreement.
QIB: A Qualified Institutional Buyer as defined in Rule 144A promulgated under the Securities Act.
Qualified Insurer: Any insurance company duly qualified as such under the laws of the state or states
in which the related Mortgaged Property or Mortgaged Properties is or are located, duly authorized and licensed
in such state or states to transact the type of insurance business in which it is engaged and approved as an
insurer by the Master Servicer, so long as the claims paying ability of which is acceptable to the Rating
Agencies for pass-through certificates having the same rating as the Certificates rated by the Rating Agencies as
of the Closing Date.
Rating Agencies: Xxxxx'x and S&P.
Realized Loss: Any (i) Bankruptcy Loss or (ii) as to any Liquidated Mortgage Loan, (x) the Outstanding
Principal Balance of such Liquidated Mortgage Loan plus accrued and unpaid interest thereon at the Mortgage
Interest Rate through the last day of the month of such liquidation, less (y) the related Net Liquidation
Proceeds with respect to such Mortgage Loan and the related Mortgaged Property that are allocated to principal.
In addition, to the extent the Master Servicer receives Subsequent Recoveries with respect to any Mortgage Loan,
the amount of the Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries
are applied to reduce the Certificate Principal Balance of any Class of Certificates on any Distribution Date.
Realized Losses on the Group I Mortgage Loans shall be allocated to the REMIC III-A Regular Interests as
follows: (1) The interest portion of Realized Losses and Net Interest Shortfalls on the Sub-Loan Group I-1 Loans,
if any, shall be allocated between REMIC III-A Regular Interests Y-1 and Z-1 pro rata according to the amount of
interest accrued but unpaid thereon, in reduction thereof; (2) the interest portion of Realized Losses and Net
Interest Shortfalls on the Sub-Loan Group I-2 Loans, if any, shall be allocated between REMIC III-A Regular
Interests Y-2 and Z-2 pro rata according to the amount of interest accrued but unpaid thereon, in reduction
thereof; and (3) the interest portion of Realized Losses and Net Interest Shortfalls on the Sub-Loan Group I-3
Loans, if any, shall be allocated between REMIC III-A Regular Interests Y-3 and Z-3 pro rata according to the
amount of interest accrued but unpaid thereon, in reduction thereof. Any interest portion of such Realized
Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as a principal
portion of Realized Losses not attributable to any specific Mortgage Loan in such Group and allocated pursuant to
the succeeding sentences. The principal portion of Realized Losses with respect to the Group I Mortgage Loans
shall be allocated to the REMIC III-A Regular Interests as follows: (1) the principal portion of Realized Losses
on the Sub-Loan Group I-1 Loans shall be allocated, first, to REMIC III-A Regular Interest Y-1 to the extent of
the REMIC III-A Y-1 Principal Reduction Amount in reduction of the Uncertificated Principal Balance of such
Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be
allocated to REMIC III-A Regular Interest Z-1 in reduction of the Uncertificated Principal Balance thereof; (2)
the principal portion of Realized Losses on the Sub-Loan Group I-2 Loans shall be allocated, first, to REMIC
III-A Regular Interest Y-2 to the extent of the REMIC III-A Y-2 Principal Reduction Amount in reduction of the
Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of such principal
portion of such Realized Losses shall be allocated to REMIC III-A Regular Interest Z-2 in reduction of the
Uncertificated Principal Balance thereof; and (3) the principal portion of Realized Losses on the Sub-Loan Group
I-3 Loans shall be allocated, first, to REMIC III-A Regular Interest Y-3 to the extent of the REMIC III-A Y-3
Principal Reduction Amount in reduction of the Uncertificated Principal Balance of such Regular Interest and,
second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to REMIC
III-A Regular Interest Z-3 in reduction of the Uncertificated Principal Balance thereof. For any Distribution
Date, reductions in the Uncertificated Principal Balances of each REMIC III-A Y and Z Regular Interest pursuant
to this definition of Realized Loss shall be determined, and shall be deemed to occur, prior to any reductions of
such Uncertificated Principal Balances by distributions on such Distribution Date.
Realized Losses on the Group II Mortgage Loans shall be allocated to the REMIC I Regular Interests as
follows: (1) The interest portion of Realized Losses and Net Interest Shortfalls on the Sub-Loan Group II-1
Loans, if any, shall be allocated between REMIC I Regular Interests Y-1 and Z-1 pro rata according to the amount
of interest accrued but unpaid thereon, in reduction thereof; (2) the interest portion of Realized Losses and Net
Interest Shortfalls on the Sub-Loan Group II-2 Loans, if any, shall be allocated between REMIC I Regular
Interests Y-2 and Z-2 pro rata according to the amount of interest accrued but unpaid thereon, in reduction
thereof; and (3) the interest portion of Realized Losses and Net Interest Shortfalls on the Sub-Loan Group II-3
Loans, if any, shall be allocated between REMIC I Regular Interests Y-3 and Z-3 pro rata according to the amount
of interest accrued but unpaid thereon, in reduction thereof. Any interest portion of such Realized Losses in
excess of the amount allocated pursuant to the preceding sentence shall be treated as a principal portion of
Realized Losses not attributable to any specific Mortgage Loan in such Group and allocated pursuant to the
succeeding sentences. The principal portion of Realized Losses with respect to the Group II Mortgage Loans shall
be allocated to the REMIC I Regular Interests as follows: (1) the principal portion of Realized Losses on the
Sub-Loan Group II-1 Loans shall be allocated, first, to REMIC I Regular Interest Y-1 to the extent of the REMIC I
Y-1 Principal Reduction Amount in reduction of the Uncertificated Principal Balance of such Regular Interest and,
second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to REMIC I
Regular Interest Z-1 in reduction of the Uncertificated Principal Balance thereof; (2) the principal portion of
Realized Losses on the Sub-Loan Group II-2 Loans shall be allocated, first, to REMIC I Regular Interest Y-2 to
the extent of the REMIC I Y-2 Principal Reduction Amount in reduction of the Uncertificated Principal Balance of
such Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall
be allocated to REMIC I Regular Interest Z-2 in reduction of the Uncertificated Principal Balance thereof; and
(3) the principal portion of Realized Losses on the Sub-Loan Group II-3 Loans shall be allocated, first, to REMIC
I Regular Interest Y-3 to the extent of the REMIC I Y-3 Principal Reduction Amount in reduction of the
Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of such principal
portion of such Realized Losses shall be allocated to REMIC I Regular Interest Z-3 in reduction of the
Uncertificated Principal Balance thereof. For any Distribution Date, reductions in the Uncertificated Principal
Balances of each REMIC I Y and Z Regular Interest pursuant to this definition of Realized Loss shall be
determined, and shall be deemed to occur, prior to any reductions of such Uncertificated Principal Balances by
distributions on such Distribution Date.
Realized Losses on the Group III Mortgage Loans shall be allocated to the REMIC II Regular Interests as
follows: (1) The interest portion of Realized Losses and Net Interest Shortfalls on the Sub-Loan Group III-1
Loans, if any, shall be allocated between REMIC II Regular Interests Y-1 and Z-1 pro rata according to the amount
of interest accrued but unpaid thereon, in reduction thereof; (2) the interest portion of Realized Losses and Net
Interest Shortfalls on the Sub-Loan Group III-2 Loans, if any, shall be allocated between REMIC II Regular
Interests Y-2 and Z-2 pro rata according to the amount of interest accrued but unpaid thereon, in reduction
thereof; and (3) the interest portion of Realized Losses and Net Interest Shortfalls on the Sub-Loan Group III-3
Loans, if any, shall be allocated between REMIC II Regular Interests Y-3 and Z-3 pro rata according to the amount
of interest accrued but unpaid thereon, in reduction thereof. Any interest portion of such Realized Losses in
excess of the amount allocated pursuant to the preceding sentence shall be treated as a principal portion of
Realized Losses not attributable to any specific Mortgage Loan in such Group and allocated pursuant to the
succeeding sentences. The principal portion of Realized Losses with respect to the Group III Mortgage Loans
shall be allocated to the REMIC II Regular Interests as follows: (1) the principal portion of Realized Losses on
the Sub-Loan Group III-1 Loans shall be allocated, first, to REMIC II Regular Interest Y-1 to the extent of the
REMIC II Y-1 Principal Reduction Amount in reduction of the Uncertificated Principal Balance of such Regular
Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated
to REMIC II Regular Interest Z-1 in reduction of the Uncertificated Principal Balance thereof; (2) the principal
portion of Realized Losses on the Sub-Loan Group III-2 Loans shall be allocated, first, to REMIC II Regular
Interest Y-2 to the extent of the REMIC II Y-2 Principal Reduction Amount in reduction of the Uncertificated
Principal Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such
Realized Losses shall be allocated to REMIC II Regular Interest Z-2 in reduction of the Uncertificated Principal
Balance thereof; and (3) the principal portion of Realized Losses on the Sub-Loan Group III-3 Loans shall be
allocated, first, to REMIC II Regular Interest Y-3 to the extent of the REMIC II Y-3 Principal Reduction Amount
in reduction of the Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any,
of such principal portion of such Realized Losses shall be allocated to REMIC II Regular Interest Z-3 in
reduction of the Uncertificated Principal Balance thereof. For any Distribution Date, reductions in the
Uncertificated Principal Balances of each REMIC II Y and Z Regular Interest pursuant to this definition of
Realized Loss shall be determined, and shall be deemed to occur, prior to any reductions of such Uncertificated
Principal Balances by distributions on such Distribution Date.
Record Date: For each Class of Group I Certificates, the Business Day preceding the applicable
Distribution Date so long as such Class of Certificates remains in book-entry form; and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution Date. For
each Class of Group II Certificates and Group III Certificates, the close of business on the last Business Day of
the month immediately preceding the month of such Distribution Date.
Reference Bank: A leading bank selected by the Securities Administrator that is engaged in transactions
in Eurodollar deposits in the international Eurocurrency market.
Reference Bank Rate: With respect to any Interest Accrual Period, the arithmetic mean, rounded upwards,
if necessary, to the nearest whole multiple of 0.03125%, of the offered rates for United States dollar deposits
for one month that are quoted by the Reference Banks as of 11:00 a.m., New York City time, on the related
interest determination date to prime banks in the London interbank market for a period of one month in amounts
approximately equal to the aggregate Certificate Principal Balance of all Classes of Group I Offered Certificates
for such Interest Accrual Period, provided that at least two such Reference Banks provide such rate. If fewer
than two offered rates appear, the Reference Bank Rate will be the arithmetic mean, rounded upwards, if
necessary, to the nearest whole multiple of 0.03125%, of the rates quoted by one or more major banks in New York
City, selected by the Securities Administrator, as of 11:00 a.m., New York City time, on such date for loans in
U.S. dollars to leading European banks for a period of one month in amounts approximately equal to the aggregate
Certificate Principal Balance of all Classes of Group I Offered Certificates.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and
interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission,
or as may be provided by the Commission or its staff from time to time.
Reinvestment Agreements: One or more reinvestment agreements, acceptable to the Rating Agencies, from a
bank, insurance company or other corporation or entity (including the Trustee).
Related Certificates: (A) For each REMIC IV Regular Interest, the Class or Classes of Certificates show
opposite the name of such REMIC IV Regular Interest in the following table:
------------------------------------------------------------ ---------------------------------------------------------
REMIC IV Regular Interest Classes of Certificates
------------------------------------------------------------ ---------------------------------------------------------
II-1A II-1A-1; II-1A-2; II-1X-1
------------------------------------------------------------ ---------------------------------------------------------
II-2A-1 II-2A-1; II-2X-1
------------------------------------------------------------ ---------------------------------------------------------
II-2A-2 II-2A-2; II-2X-2
------------------------------------------------------------ ---------------------------------------------------------
II-3A-134 II-3A-1; II-3A-3; II-3A-4; II-3X-1; II-3X-2
------------------------------------------------------------ ---------------------------------------------------------
II-3A-25 II-3A-2; II-3A-5; II-3X-2
------------------------------------------------------------ ---------------------------------------------------------
II-B-1 II-B-1
------------------------------------------------------------ ---------------------------------------------------------
II-B-2 II-B-2
------------------------------------------------------------ ---------------------------------------------------------
II-B-3 II-B-3
------------------------------------------------------------ ---------------------------------------------------------
II-B-4 II-B-4
------------------------------------------------------------ ---------------------------------------------------------
II-B-5 II-B-5
------------------------------------------------------------ ---------------------------------------------------------
II-B-6 II-B-6
------------------------------------------------------------ ---------------------------------------------------------
II-B-7 II-B-7
------------------------------------------------------------ ---------------------------------------------------------
II-B-8 II-B-8
------------------------------------------------------------ ---------------------------------------------------------
II-B-9 II-B-9
------------------------------------------------------------ ---------------------------------------------------------
II-B-10 II-B-10
------------------------------------------------------------ ---------------------------------------------------------
XX-X-00 XX-X-00
------------------------------------------------------------ ---------------------------------------------------------
(B) For each REMIC V Regular Interest, the Class or Classes of Certificates show opposite the name of such REMIC
V Regular Interest in the following table:
------------------------------------------------------------ ---------------------------------------------------------
REMIC V Regular Interest Classes of Certificates
------------------------------------------------------------ ---------------------------------------------------------
III-1A III-1A-1; III-1A-2
------------------------------------------------------------ ---------------------------------------------------------
III-2A III-2A-1; III-2A-2
------------------------------------------------------------ ---------------------------------------------------------
III-3A-14 III-3A-1; III-3A-4; III-3X-1
------------------------------------------------------------ ---------------------------------------------------------
III-3A-23 III-3A-2; III-3A-3; III-3X-1; III-3X-2
------------------------------------------------------------ ---------------------------------------------------------
III-B-1 III-B-1
------------------------------------------------------------ ---------------------------------------------------------
III-B-2 III-B-2
------------------------------------------------------------ ---------------------------------------------------------
III-B-3 III-B-3
------------------------------------------------------------ ---------------------------------------------------------
III-B-4 III-B-4
------------------------------------------------------------ ---------------------------------------------------------
III-B-5 III-B-5
------------------------------------------------------------ ---------------------------------------------------------
III-B-6 III-B-6
------------------------------------------------------------ ---------------------------------------------------------
(C) For each REMIC VI Regular Interest, the Class or Classes of Certificates show opposite the name of such REMIC
VI Regular Interest in the following table:
------------------------------------------------------------ ---------------------------------------------------------
REMIC VI Regular Interest Classes of Certificates
------------------------------------------------------------ ---------------------------------------------------------
I-1A-1 I-1A-1
------------------------------------------------------------ ---------------------------------------------------------
I-1A-2 I-1A-2
------------------------------------------------------------ ---------------------------------------------------------
I-2A-1 I-2A-1
------------------------------------------------------------ ---------------------------------------------------------
I-2A-2 I-2A-2
------------------------------------------------------------ ---------------------------------------------------------
I-3A-1 I-3A-1
------------------------------------------------------------ ---------------------------------------------------------
I-3A-2 I-3A-2
------------------------------------------------------------ ---------------------------------------------------------
I-M-1 I-M-1
------------------------------------------------------------ ---------------------------------------------------------
I-M-2 I-M-2
------------------------------------------------------------ ---------------------------------------------------------
I-B-1 I-B-1
------------------------------------------------------------ ---------------------------------------------------------
I-B-2 I-B-2
------------------------------------------------------------ ---------------------------------------------------------
I-B-3 I-B-3
------------------------------------------------------------ ---------------------------------------------------------
B-IO-I and B-IO-P B-IO
------------------------------------------------------------ ---------------------------------------------------------
II-1A-1 II-1A-1
------------------------------------------------------------ ---------------------------------------------------------
II-1A-2 II-1A-2
------------------------------------------------------------ ---------------------------------------------------------
II-1X-1 II-1X-1
------------------------------------------------------------ ---------------------------------------------------------
II-2A-1 II-2A-1
------------------------------------------------------------ ---------------------------------------------------------
II-2A-2 II-2A-2
------------------------------------------------------------ ---------------------------------------------------------
II-2X-1 II-2X-1
------------------------------------------------------------ ---------------------------------------------------------
II-2X-2 II-2X-2
------------------------------------------------------------ ---------------------------------------------------------
II-3A-1 II-3A-1
------------------------------------------------------------ ---------------------------------------------------------
II-3A-2 II-3A-2
------------------------------------------------------------ ---------------------------------------------------------
II-3A-3 II-3A-3
------------------------------------------------------------ ---------------------------------------------------------
II-3A-4 II-3A-4
------------------------------------------------------------ ---------------------------------------------------------
II-3A-5 II-3A-5
------------------------------------------------------------ ---------------------------------------------------------
II-3X-1 II-3X-1
------------------------------------------------------------ ---------------------------------------------------------
II-3X-2 II-3X-2
------------------------------------------------------------ ---------------------------------------------------------
II-B-1 II-B-1
------------------------------------------------------------ ---------------------------------------------------------
II-B-2 II-B-2
------------------------------------------------------------ ---------------------------------------------------------
II-B-3 II-B-3
------------------------------------------------------------ ---------------------------------------------------------
II-B-4 II-B-4
------------------------------------------------------------ ---------------------------------------------------------
II-B-5 II-B-5
------------------------------------------------------------ ---------------------------------------------------------
II-B-6 II-B-6
------------------------------------------------------------ ---------------------------------------------------------
II-B-7 II-B-7
------------------------------------------------------------ ---------------------------------------------------------
II-B-8 II-B-8
------------------------------------------------------------ ---------------------------------------------------------
II-B-9 II-B-9
------------------------------------------------------------ ---------------------------------------------------------
II-B-10 II-B-10
------------------------------------------------------------ ---------------------------------------------------------
II-B-11 II-B-11
------------------------------------------------------------ ---------------------------------------------------------
III-1A-1 III-1A-1
------------------------------------------------------------ ---------------------------------------------------------
III-1A-2 III-1A-2
------------------------------------------------------------ ---------------------------------------------------------
III-2A-1 III-2A-1
------------------------------------------------------------ ---------------------------------------------------------
III-2A-2 III-2A-2
------------------------------------------------------------ ---------------------------------------------------------
III-3A-1 III-3A-1
------------------------------------------------------------ ---------------------------------------------------------
III-3A-2 III-3A-2
------------------------------------------------------------ ---------------------------------------------------------
III-3A-3 III-3A-3
------------------------------------------------------------ ---------------------------------------------------------
III-3A-4 III-3A-4
------------------------------------------------------------ ---------------------------------------------------------
III-3X-1 III-3X-1
------------------------------------------------------------ ---------------------------------------------------------
III-3X-2 III-3X-2
------------------------------------------------------------ ---------------------------------------------------------
III-B-1 III-B-1
------------------------------------------------------------ ---------------------------------------------------------
III-B-2 III-B-2
------------------------------------------------------------ ---------------------------------------------------------
III-B-3 III-B-3
------------------------------------------------------------ ---------------------------------------------------------
III-B-4 III-B-4
------------------------------------------------------------ ---------------------------------------------------------
III-B-5 III-B-5
------------------------------------------------------------ ---------------------------------------------------------
III-B-6 III-B-6
------------------------------------------------------------ ---------------------------------------------------------
(D) For the REMIC VII Regular Interest, the Class B-IO Certificates.
Relief Act: The Servicemembers Civil Relief Act, as amended, or similar state law.
Relief Act Mortgage Loan: Any Mortgage Loan as to which the Scheduled Payment thereof has been reduced
due to the application of the Relief Act.
Remaining Excess Spread: With respect to any Distribution Date, the Excess Spread remaining after the
distribution of the Extra Principal Distribution Amount for such Distribution Date.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code.
REMIC Administrator: The Securities Administrator; provided that if the REMIC Administrator is found by
a court of competent jurisdiction to no longer be able to fulfill its obligations as REMIC Administrator under
this Agreement the Servicer or Trustee, in its capacity as successor Master Servicer shall appoint a successor
REMIC Administrator, subject to assumption of the REMIC Administrator obligations under this Agreement.
REMIC Interest: Any of the REMIC I, REMIC II, REMIC III-A, REMIC III-B, REMIC IV, REMIC V, REMIC VI and
REMIC VII Interests.
REMIC Opinion: An Opinion of Independent Counsel, to the effect that the proposed action described
therein would not, under the REMIC Provisions, (i) cause any 2006-4 REMIC to fail to qualify as a REMIC while any
regular interest in such 2006-4 REMIC is outstanding, (ii) result in a tax on prohibited transactions with
respect to any 2006-4 REMIC or (iii) constitute a taxable contribution to any 2006-4 REMIC after the Startup Day.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which appear at
Sections 860A through 860G of the Code, and related provisions and regulations promulgated thereunder, as the
foregoing may be in effect from time to time.
REMIC Regular Interest: Any of the REMIC I, REMIC II, REMIC III-A, REMIC III-B, REMIC IV, REMIC V,
REMIC VI and REMIC VII Regular Interests.
REMIC I: The segregated pool of assets, with respect to which a REMIC election is made pursuant to this
Agreement, consisting of:
(a) the Group II Mortgage Loans and the related Mortgage Files and collateral securing such Group
II Mortgage Loans,
(b) all payments on and collections in respect of the Group II Mortgage Loans due after the Cut-off
Date as shall be on deposit in the Distribution Account and identified as belonging to the Trust Fund,
(c) property that secured a Group II Mortgage Loan and that has been acquired for the benefit of
the Certificateholders by foreclosure or deed in lieu of foreclosure,
(d) the hazard insurance policies and Primary Mortgage Insurance Policies, if any, relating to the
Group II Mortgage Loans, and
(e) all proceeds of clauses (a) through (d) above.
REMIC I Available Distribution Amount: For each of the Sub-Loan Groups in Loan Group II for any
Distribution Date, the Available Funds for such Sub-Loan Group, or, if the context so requires the aggregate of
the Available Funds for all Sub-Loan Groups in Loan Group II.
REMIC I Distribution Amount: For any Distribution Date, the REMIC I Available Distribution Amount shall
be distributed to the REMIC I Regular Interests and the Class R Certificates in respect of Component I thereof in
the following amounts and priority:
(a) To the extent of the REMIC I Available Distribution Amount for Sub-Loan Group II-1:
(i) first, to REMIC I Regular Interests Y-1 and Z-1 and Component I of the Class R
Certificates, concurrently, the Uncertificated Interest for such Classes remaining unpaid from previous
Distribution Dates, pro rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC I Regular Interests Y-1 and Z-1 and Component I of the Class R
Certificates, concurrently, the Uncertificated Interest for such Classes for the current Distribution
Date, pro rata according to their respective Uncertificated Interest;
(iii) third, to Component I of the Class R Certificates, until the Uncertificated Principal
Balance thereof has been reduced to zero; and
(iv) fourth, to REMIC I Regular Interests Y-1 and Z-1, the REMIC I Y-1 Principal
Distribution Amount and the REMIC I Z-1 Principal Distribution Amount, respectively.
(b) To the extent of the REMIC I Available Distribution Amount for Sub-Loan Group II-2:
(i) first, to REMIC I Regular Interests Y-2 and Z-2, concurrently, the Uncertificated
Interest for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their
respective shares of such unpaid amounts;
(ii) second, to REMIC I Regular Interests Y-2 and Z-2, concurrently, the Uncertificated
Interest for such Classes for the current Distribution Date, pro rata according to their respective
Uncertificated Interest; and
(iii) third, to REMIC I Regular Interests Y-2 and Z-2, the REMIC I Y-2 Principal
Distribution Amount and the REMIC I Z-2 Principal Distribution Amount, respectively.
(c) To the extent of the REMIC I Available Distribution Amount for Sub-Loan Group II-3:
(i) first, to REMIC I Regular Interests Y-3 and Z-3, concurrently, the Uncertificated
Interest for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their
respective shares of such unpaid amounts;
(ii) second, to REMIC I Regular Interests Y-3 and Z-3, concurrently, the Uncertificated
Interest for such Classes for the current Distribution Date, pro rata according to their respective
Uncertificated Interest; and
(iii) third, to REMIC I Regular Interests Y-3 and Z-3, the REMIC I Y-3 Principal
Distribution Amount and the REMIC I Z-3 Principal Distribution Amount, respectively.
(d) To the extent of the REMIC I Available Distribution Amounts for Sub-Loan Group II-1, Sub-Loan
Group II-2 and Sub-Loan Group II-3 for such Distribution Date remaining after payment of the amounts pursuant to
paragraphs (a), (b) and (c) of this definition of "REMIC I Distribution Amount":
(i) first, to each REMIC I Y and Z Regular Interest, pro rata according to the amount of
unreimbursed Realized Losses allocable to principal previously allocated to each such Class; provided,
however, that any amounts distributed pursuant to this paragraph (d)(i) of this definition of "REMIC I
Distribution Amount" shall not cause a reduction in the Uncertificated Principal Balances of any of the
REMIC I Y and Z Regular Interests; and
(ii) second, to Component I of the Class R Certificates, any remaining amounts.
REMIC I Interests: The REMIC I Regular Interests and Component I of the Class R Certificates.
REMIC I Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC I
set forth in Section 5.01(c)(i) and issued hereunder and designated as a "regular interest" in REMIC I. Each
REMIC I Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate specified for such REMIC I
Interest in Section 5.01(c)(i), and shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
Section 5.01(c)(i). The designations for the respective REMIC I Regular Interests are set forth in
Section 5.01(c)(i).
REMIC I Y Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC I Y Regular Interests will be reduced on such Distribution Date by
the allocation of Realized Losses and the distribution of principal, determined as described in Appendix 1.
REMIC I Y Regular Interests: REMIC I Regular Interests Y-1, Y-2 and Y-3.
REMIC I Y-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC
I Y-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to REMIC I Regular Interest Y-1 on such Distribution Date.
REMIC I Y-1 Principal Reduction Amount: The REMIC I Y Principal Reduction Amount for REMIC I Regular
Interest Y-1 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Y-1: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Y-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC
I Y-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to REMIC I Regular Interest Y-2 on such Distribution Date.
REMIC I Y-2 Principal Reduction Amount: The REMIC I Y Principal Reduction Amount for REMIC I Regular
Interest Y-2 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Y-2: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Y-3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC
I Y-3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to REMIC I Regular Interest Y-3 on such Distribution Date.
REMIC I Y-3 Principal Reduction Amount: The REMIC I Y Principal Reduction Amount for REMIC I Regular
Interest Y-3 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Y-3: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Z Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC I Z Regular Interests will be reduced on such Distribution Date by
the allocation of Realized Losses and the distribution of principal, which shall be in each case the excess of
(A) the sum of (x) the excess of the REMIC I Available Distribution Amount for the related Group (i.e. the
"related Group" for REMIC I Regular Interest Z-1 is the Sub-Loan Group II-1 Loans, the "related Group" for REMIC I
Regular Interest Z-2 is the Sub-Loan Group II-2 Loans and the "related Group" for REMIC I Regular Interest Z-3 is
the Sub-Loan Group II-3 Loans) over the sum of the amounts thereof distributable (i) in respect of interest on
such REMIC I Z Regular Interest and the related REMIC I Y Regular Interest, (ii) to such REMIC I Z Regular
Interest and the related REMIC I Y Regular Interest pursuant to clause (d)(i) of the definition of "REMIC I
Distribution Amount" and (iii) in the case of the Sub-Loan Group II-1 Loans, to Component I of the Class R
Certificates and (y) the amount of Realized Losses allocable to principal for the related Group over (B) the
REMIC I Y Principal Reduction Amount for the related Group.
REMIC I Z Regular Interests: REMIC I Regular Interests Z-1, Z-2 and Z-3.
REMIC I Z-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC
I Z-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to REMIC I Regular Interest Z-1 on such Distribution Date.
REMIC I Z-1 Principal Reduction Amount: The REMIC I Z Principal Reduction Amount for REMIC I Regular
Interest Z-1 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Z-1: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Z-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC
I Z-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to REMIC I Regular Interest Z-2 on such Distribution Date.
REMIC I Z-2 Principal Reduction Amount: The REMIC I Z Principal Reduction Amount for REMIC I Regular
Interest Z-2 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Z-2: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Z-3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC
I Z-3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to REMIC I Regular Interest Z-3 on such Distribution Date.
REMIC I Z-3 Principal Reduction Amount: The REMIC I Z Principal Reduction Amount for REMIC I Regular
Interest Z-3 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Z-3: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC II: The segregated pool of assets, with respect to which a REMIC election is made pursuant to
this Agreement, consisting of:
(a) the Group III Mortgage Loans and the related Mortgage Files and collateral securing such Group
III Mortgage Loans,
(b) all payments on and collections in respect of the Group III Mortgage Loans due after the
Cut-off Date as shall be on deposit in the Distribution Account and identified as belonging to the Trust Fund,
(c) property that secured a Group III Mortgage Loan and that has been acquired for the benefit of
the Certificateholders by foreclosure or deed in lieu of foreclosure,
(d) the hazard insurance policies and Primary Mortgage Insurance Policies, if any, relating to the
Group III Mortgage Loans, and
(e) all proceeds of clauses (a) through (d) above.
REMIC II Available Distribution Amount: For each of the Sub-Loan Groups in Loan Group III for any
Distribution Date, the Available Funds for such Sub-Loan Group, or, if the context so requires the aggregate of
the Available Funds for all Sub-Loan Groups in Loan Group III.
REMIC II Distribution Amount: For any Distribution Date, the REMIC II Available Distribution Amount
shall be distributed to the REMIC II Regular Interests and the Class R Certificates in respect of Component II
thereof in the following amounts and priority:
(a) To the extent of the REMIC II Available Distribution Amount for Sub-Loan Group III-1:
(i) first, to REMIC II Regular Interests Y-1 and Z-1 and Component II of the Class R
Certificates, concurrently, the Uncertificated Interest for such Classes remaining unpaid from previous
Distribution Dates, pro rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC II Regular Interests Y-1 and Z-1 and Component II of the Class R
Certificates, concurrently, the Uncertificated Interest for such Classes for the current Distribution
Date, pro rata according to their respective Uncertificated Interest;
(iii) third, to Component II of the Class R Certificates, until the Uncertificated Principal
Balance thereof has been reduced to zero; and
(iv) fourth, to REMIC II Regular Interests Y-1 and Z-1, the REMIC II Y-1 Principal
Distribution Amount and the REMIC II Z-1 Principal Distribution Amount, respectively.
(b) To the extent of the REMIC II Available Distribution Amount for Sub-Loan Group III-2:
(i) first, to REMIC II Regular Interests Y-2 and Z-2, concurrently, the Uncertificated
Interest for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their
respective shares of such unpaid amounts;
(ii) second, to REMIC II Regular Interests Y-2 and Z-2, concurrently, the Uncertificated
Interest for such Classes for the current Distribution Date, pro rata according to their respective
Uncertificated Interest; and
(iii) third, to REMIC II Regular Interests Y-2 and Z-2, the REMIC II Y-2 Principal
Distribution Amount and the REMIC II Z-2 Principal Distribution Amount, respectively.
(c) To the extent of the REMIC II Available Distribution Amount for Sub-Loan Group III-3:
(i) first, to REMIC II Regular Interests Y-3 and Z-3, concurrently, the Uncertificated
Interest for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their
respective shares of such unpaid amounts;
(ii) second, to REMIC II Regular Interests Y-3 and Z-3, concurrently, the Uncertificated
Interest for such Classes for the current Distribution Date, pro rata according to their respective
Uncertificated Interest; and
(iii) third, to REMIC II Regular Interests Y-3 and Z-3, the REMIC II Y-3 Principal
Distribution Amount and the REMIC II Z-3 Principal Distribution Amount, respectively.
(d) To the extent of the REMIC II Available Distribution Amounts for Sub-Loan Group III-1, Sub-Loan
Group III-2 and Sub-Loan Group III-3 for such Distribution Date remaining after payment of the amounts pursuant
to paragraphs (a), (b) and (c) of this definition of "REMIC II Distribution Amount":
(i) first, to each REMIC II Y and Z Regular Interest, pro rata according to the amount of
unreimbursed Realized Losses allocable to principal previously allocated to each such Class; provided,
however, that any amounts distributed pursuant to this paragraph (d)(i) of this definition of "REMIC II
Distribution Amount" shall not cause a reduction in the Uncertificated Principal Balances of any of the
REMIC II Y and Z Regular Interests; and
(ii) second, to the Component II of the Class R Certificates, any remaining amounts.
REMIC II Interests: The REMIC II Regular Interests and Component II of the Class R Certificates.
REMIC II Regular Interest: Any of the separate non-certificated beneficial ownership interests in
REMIC II set forth in Section 5.01(c)(ii) and issued hereunder and designated as a "regular interest" in
REMIC II. Each REMIC II Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate specified
for such REMIC II Interest in Section 5.01(c)(ii), and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance
as set forth in Section 5.01(c)(ii). The designations for the respective REMIC II Regular Interests are set
forth in Section 5.01(c)(ii).
REMIC II Y Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC II Y Regular Interests will be reduced on such Distribution Date
by the allocation of Realized Losses and the distribution of principal, determined as described in Appendix 2.
REMIC II Y Regular Interests: REMIC II Regular Interests Y-1, Y-2 and Y-3.
REMIC II Y-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC
II Y-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to REMIC II Regular Interest Y-1 on such Distribution Date.
REMIC II Y-1 Principal Reduction Amount: The REMIC II Y Principal Reduction Amount for REMIC II Regular
Interest Y-1 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Y-1: The uncertificated undivided beneficial interest in REMIC II which
constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Y-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC
II Y-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to REMIC II Regular Interest Y-2 on such Distribution Date.
REMIC II Y-2 Principal Reduction Amount: The REMIC II Y Principal Reduction Amount for REMIC II Regular
Interest Y-2 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Y-2: The uncertificated undivided beneficial interest in REMIC II which
constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Y-3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC
II Y-3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to REMIC II Regular Interest Y-3 on such Distribution Date.
REMIC II Y-3 Principal Reduction Amount: The REMIC II Y Principal Reduction Amount for REMIC II Regular
Interest Y-3 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Y-3: The uncertificated undivided beneficial interest in REMIC II which
constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Z Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC II Z Regular Interests will be reduced on such Distribution Date
by the allocation of Realized Losses and the distribution of principal, which shall be in each case the excess of
(A) the sum of (x) the excess of the REMIC II Available Distribution Amount for the related Group (i.e. the
"related Group" for REMIC II Regular Interest Z-1 is the Sub-Loan Group III-1 Loans, the "related Group" for REMIC
II Regular Interest Z-2 is the Sub-Loan Group III-2 Loans and the "related Group" for REMIC II Regular Interest
Z-3 is the Sub-Loan Group III-3 Loans) over the sum of the amounts thereof distributable (i) in respect of
interest on such REMIC II Z Regular Interest and the related REMIC II Y Regular Interest, (ii) to such REMIC II Z
Regular Interest and the related REMIC II Y Regular Interest pursuant to clause (d)(i) of the definition of
"REMIC II Distribution Amount" and (iii) in the case of the Sub-Loan Group III-1 Loans, to Component II of the
Class R Certificates and (y) the amount of Realized Losses allocable to principal for the related Group over (B)
the REMIC II Y Principal Reduction Amount for the related Group.
REMIC II Z Regular Interests: REMIC II Regular Interests Z-1, Z-2 and Z-3.
REMIC II Z-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC
II Z-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to REMIC II Regular Interest Z-1 on such Distribution Date.
REMIC II Z-1 Principal Reduction Amount: The REMIC II Z Principal Reduction Amount for REMIC II Regular
Interest Z-1 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Z-1: The uncertificated undivided beneficial interest in REMIC II which
constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Z-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC
II Z-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to REMIC II Regular Interest Z-2 on such Distribution Date.
REMIC II Z-2 Principal Reduction Amount: The REMIC II Z Principal Reduction Amount for REMIC II Regular
Interest Z-2 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Z-2: The uncertificated undivided beneficial interest in REMIC II which
constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Z-3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC
II Z-3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to REMIC II Regular Interest Z-3 on such Distribution Date.
REMIC II Z-3 Principal Reduction Amount: The REMIC II Z Principal Reduction Amount for REMIC II Regular
Interest Z-3 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Z-3: The uncertificated undivided beneficial interest in REMIC II which
constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC III-A: The segregated pool of assets, with respect to which a REMIC election is made pursuant to
this Agreement, consisting of: (a)the Group I Mortgage Loans and the related Mortgage Files and collateral
securing such Group I Mortgage Loans, (b) all payments on and collections in respect of the Group I Mortgage
Loans due after the Cut off Date as shall be on deposit in the Distribution Account and identified as belonging
to the Trust Fund, (c) property that secured a Group I Mortgage Loan and that has been acquired for the benefit
of the Certificateholders by foreclosure or deed in lieu of foreclosure, (d) the hazard insurance policies and
Primary Mortgage Insurance Policies, if any, related to the Group I Mortgage Loans and (e) all proceeds of
clauses (a) through (d) above.
REMIC III-A Available Distribution Amount: For any Distribution Date, the Available Funds for Loan
Group I.
REMIC III-A Distribution Amount: For any Distribution Date, the REMIC III-A Available Distribution
Amount shall be distributed to the REMIC III-A Regular Interests and the Class R Certificates in respect of
Component III-A thereof in the following amounts and priority:
(a) To the extent of the REMIC III-A Available Distribution Amount for Sub-Loan Group I-1:
(i) first, to REMIC III-A Regular Interests Y-1 and Z-1 and Component III-A of the Class R
Certificates, concurrently, the Uncertificated Interest for such Classes remaining unpaid from previous
Distribution Dates, pro rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC III-A Regular Interests Y-1 and Z-1 and Component III-A of the Class
R Certificates, concurrently, the Uncertificated Interest for such Classes for the current Distribution
Date, pro rata according to their respective Uncertificated Interest;
(iii) third, to Component III-A of the Class R Certificates, until the Uncertificated
Principal Balance thereof has been reduced to zero; and
(iv) fourth, to REMIC III-A Regular Interests Y-1 and Z-1, the REMIC III-A Y-1 Principal
Distribution Amount and the REMIC III-A Z-1 Principal Distribution Amount, respectively.
(b) To the extent of the REMIC III-A Available Distribution Amount for Sub-Loan Group I-2:
(i) first, to REMIC III-A Regular Interests Y-2 and Z-2, concurrently, the Uncertificated
Interest for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their
respective shares of such unpaid amounts;
(ii) second, to REMIC III-A Regular Interests Y-2 and Z-2, concurrently, the Uncertificated
Interest for such Classes for the current Distribution Date, pro rata according to their respective
Uncertificated Interest; and
(iii) third, to REMIC III-A Regular Interests Y-2 and Z-2, the REMIC III-A Y-2 Principal
Distribution Amount and the REMIC III-A Z-2 Principal Distribution Amount, respectively.
(c) To the extent of the REMIC III-A Available Distribution Amount for Sub-Loan Group I-3:
(i) first, to REMIC III-A Regular Interests Y-3 and Z-3, concurrently, the Uncertificated
Interest for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their
respective shares of such unpaid amounts;
(ii) second, to REMIC III-A Regular Interests Y-3 and Z-3, concurrently, the Uncertificated
Interest for such Classes for the current Distribution Date, pro rata according to their respective
Uncertificated Interest; and
(iii) third, to REMIC III-A Regular Interests Y-3 and Z-3, the REMIC III-A Y-3 Principal
Distribution Amount and the REMIC III-A Z-3 Principal Distribution Amount, respectively.
(d) To the extent of the REMIC III-A Available Distribution Amounts for Sub-Loan Group I-1,
Sub-Loan Group I-2 and Sub-Loan Group I-3 for such Distribution Date remaining after payment of the amounts
pursuant to paragraphs (a), (b) and (c) of this definition of "REMIC III-A Distribution Amount":
(i) first, to each REMIC III-A Y and Z Regular Interest, pro rata according to the amount
of unreimbursed Realized Losses allocable to principal previously allocated to each such Class;
provided, however, that any amounts distributed pursuant to this paragraph (d)(i) of this definition of
"REMIC III-A Distribution Amount" shall not cause a reduction in the Uncertificated Principal Balances of
any of the REMIC III-A Y and Z Regular Interests; and
(ii) second, to the Component III-A of the Class R Certificates, any remaining amounts.
REMIC III-A Interests: The REMIC III-A Regular Interests and Component III-A of the Class R
Certificates.
REMIC III-A Regular Interest: Any of the separate non-certificated beneficial ownership interests in
REMIC III-A set forth in Section 5.01(c)(iii) and issued hereunder and designated as a "regular interest" in
REMIC III-A. Each REMIC III-A Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate
specified for such REMIC III-A Interest in Section 5.01(c)(iii), and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance as set forth in Section 5.01(c)(iii). The designations for the respective REMIC III-A Regular
Interests are set forth in Section 5.01(c)(iii).
REMIC III-A Y Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC III-A Y Regular Interests will be reduced on such Distribution
Date by the allocation of Realized Losses and the distribution of principal, determined as described in Appendix
3.
REMIC III-A Y Regular Interests: REMIC III-A Regular Interests Y-1, Y-2 and Y-3.
REMIC III-A Y-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
REMIC III-A Y-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized
Losses allocated to REMIC III-A Regular Interest Y-1 on such Distribution Date.
REMIC III-A Y-1 Principal Reduction Amount: The REMIC III-A Y Principal Reduction Amount for REMIC III-A
Regular Interest Y-1 as determined pursuant to the provisions of the Appendix 3.
REMIC III-A Regular Interest Y-1: The uncertificated undivided beneficial interest in REMIC III-A which
constitutes a REMIC III-A Regular Interest and is entitled to distributions as set forth herein.
REMIC III-A Y-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
REMIC III-A Y-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized
Losses allocated to REMIC III-A Regular Interest Y-2 on such Distribution Date.
REMIC III-A Y-2 Principal Reduction Amount: The REMIC III-A Y Principal Reduction Amount for REMIC III-A
Regular Interest Y-2 as determined pursuant to the provisions of the Appendix 3.
REMIC III-A Regular Interest Y-2: The uncertificated undivided beneficial interest in REMIC III-A which
constitutes a REMIC III-A Regular Interest and is entitled to distributions as set forth herein.
REMIC III-A Y-3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
REMIC III-A Y-3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized
Losses allocated to REMIC III-A Regular Interest Y-3 on such Distribution Date.
REMIC III-A Y-3 Principal Reduction Amount: The REMIC III-A Y Principal Reduction Amount for REMIC III-A
Regular Interest Y-3 as determined pursuant to the provisions of the Appendix 3.
REMIC III-A Regular Interest Y-3: The uncertificated undivided beneficial interest in REMIC III-A which
constitutes a REMIC III-A Regular Interest and is entitled to distributions as set forth herein.
REMIC III-A Z Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC III-A Z Regular Interests will be reduced on such Distribution
Date by the allocation of Realized Losses and the distribution of principal, which shall be in each case the
excess of (A) the sum of (x) the excess of the REMIC III-A Available Distribution Amount for the related Group
(i.e. the "related Group" for REMIC III-A Regular Interest Z-1 is the Sub-Loan Group I-1 Loans, the "related
Group" for REMIC III-A Regular Interest Z-2 is the Sub-Loan Group I-2 Loans and the "related Group" for REMIC
III-A Regular Interest Z-3 is the Sub-Loan Group I-3 Loans) over the sum of the amounts thereof distributable (i)
in respect of interest on such REMIC III-A Z Regular Interest and the related REMIC III-A Y Regular Interest,
(ii) to such REMIC III-A Z Regular Interest and the related REMIC III-A Y Regular Interest pursuant to clause
(d)(i) of the definition of "REMIC III-A Distribution Amount" and (iii) in the case of the Sub-Loan Group I-1
Loans, to Component III-A of the Class R Certificates and (y) the amount of Realized Losses allocable to
principal for the related Group over (B) the REMIC III-A Y Principal Reduction Amount for the related Group.
REMIC III-A Z Regular Interests: REMIC III-A Regular Interests Z-1, Z-2 and Z-3.
REMIC III-A Z-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
REMIC III-A Z-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized
Losses allocated to REMIC III-A Regular Interest Z-1 on such Distribution Date.
REMIC III-A Z-1 Principal Reduction Amount: The REMIC III-A Z Principal Reduction Amount for REMIC
III-A Regular Interest Z-1 as determined pursuant to the provisions of the Appendix 3.
REMIC III-A Regular Interest Z-1: The uncertificated undivided beneficial interest in REMIC III-A which
constitutes a REMIC III-A Regular Interest and is entitled to distributions as set forth herein.
REMIC III-A Z-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
REMIC III-A Z-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized
Losses allocated to REMIC III-A Regular Interest Z-2 on such Distribution Date.
REMIC III-A Z-2 Principal Reduction Amount: The REMIC III-A Z Principal Reduction Amount for REMIC
III-A Regular Interest Z-2 as determined pursuant to the provisions of the Appendix 3.
REMIC III-A Regular Interest Z-2: The uncertificated undivided beneficial interest in REMIC III-A which
constitutes a REMIC III-A Regular Interest and is entitled to distributions as set forth herein.
REMIC III-A Z-3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
REMIC III-A Z-3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized
Losses allocated to REMIC III-A Regular Interest Z-3 on such Distribution Date.
REMIC III-A Z-3 Principal Reduction Amount: The REMIC III-A Z Principal Reduction Amount for REMIC
III-A Regular Interest Z-3 as determined pursuant to the provisions of the Appendix 3.
REMIC III-A Regular Interest Z-3: The uncertificated undivided beneficial interest in REMIC III-A which
constitutes a REMIC III-A Regular Interest and is entitled to distributions as set forth herein.
REMIC III-B: That group of assets contained in the Trust Fund designated as a REMIC consisting of the
REMIC III-A Regular Interests and any proceeds thereof.
REMIC III-B Available Distribution Amount: For any Distribution Date, the amounts deemed distributed
with respect to the REMIC III-A Regular Interests pursuant to Section 6.10.
REMIC III-B Distribution Amount: For any Distribution Date, the REMIC III-B Available Distribution
Amount shall be distributed by REMIC III-B to REMIC VI on account of the REMIC III-B Regular Interests and to the
Class R Certificates in respect of Component III-B thereof, in the following order of priority:
1. to REMIC VI as the holder of the REMIC III-B Regular Interests, pro rata, in an amount equal to
(A) their Uncertificated Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining
unpaid from previous Distribution Dates; and
2. to REMIC VI as the holder of the REMIC III-B Regular Interests, in an amount equal to the
remainder of the REMIC III-B Available Distribution Amount after the distributions made pursuant to clause (1)
above, allocated as follows:
(A) in respect of each REMIC III-B Regular Interest, their respective Principal
Distribution Amounts;
(B) in respect of REMIC III-B Regular Interest LT1 any remainder until the Uncertificated
Principal Balance thereof is reduced to zero; and
(C) any remainder in respect of each REMIC III-B Regular Interest (other than REMIC III-B
Regular Interest LT1), pro rata according to their respective Uncertificated Principal Balances as
reduced by the distributions deemed made pursuant to (i) above, until their respective Uncertificated
Principal Balances are reduced to zero; and
3. any remaining amounts to the Holders of the Class R
Certificates in respect of Component III-B thereof.
REMIC III-B Interests: The REMIC III-B Regular Interests and Component III-B of the Class R
Certificates.
REMIC III-B Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC III-B Regular Interests will be reduced on such Distribution Date
by the allocation of Realized Losses and the distribution of principal, determined as described in Appendix 4.
REMIC III-B Realized Losses: For any Distribution Date, Realized Losses on the Group I Mortgage Loans
for the related Due Period shall be allocated, as follows: (i) the interest portion of Realized Losses, if any,
shall be allocated pro rata to accrued interest on the REMIC III-B Regular Interests to the extent of such
accrued interest, and (ii) any remaining interest portions of Realized Losses and any principal portions of
Realized Losses shall be treated as principal portions of Realized Losses and allocated (i) first, to REMIC III-B
Regular Xxxxxxxxx XX-X0, LT-Y2 and LT-Y3, respectively in the same amounts as Realized Losses were allocated to
the REMIC III-A Regular Interests Y-1, Y-2 and Y-3; (ii) second, to each of the REMIC III-B Regular Interests
(other than REMIC III-B Regular Interests LT1, LT-Y1, LT-Y2 and LT-Y3), pro rata according to their respective
REMIC III-B Principal Reduction Amounts to the extent thereof in reduction of the Uncertificated Principal
Balance of such REMIC III-B Regular Interests and; (iii) third, the remainder, if any, of such principal portion
of such Realized Losses shall be allocated to REMIC III-B Regular Interest LT1 in reduction of the Uncertificated
Principal Balance thereof.
REMIC III-B Regular Interest: Any of the separate non-certificated beneficial ownership interests in
REMIC III-B set forth in Section 5.01(c)(iv) and issued hereunder and designated as a "regular interest" in
REMIC III-B. Each REMIC III-B Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate
specified for such REMIC III-B Interest in Section 5.01(c)(iv), and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance as set forth in Section 5.01(c)(iv). The designations for the respective REMIC III-B Regular
Interests are set forth in Section 5.01(c)(iv).
REMIC III-B Regular Interest LT1: A regular interest in REMIC III-B that is held as an asset of
REMIC VI, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated Pass-Through Rate, and that has such other terms as are described herein.
REMIC III-B Regular Interest LT1 Principal Distribution Amount: For any Distribution Date, the excess,
if any, of the REMIC III-B Regular Interest LT1 Principal Reduction Amount for such Distribution Date over the
Realized Losses allocated to the REMIC III-B Regular Interest LT1 on such Distribution Date.
REMIC III-B Regular Interest LT2: A regular interest in REMIC III-B that is held as an asset of
REMIC VI, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated Pass-Through Rate, and that has such other terms as are described herein.
REMIC III-B Regular Interest LT2 Principal Distribution Amount: For any Distribution Date, the excess,
if any, of the REMIC III-B Regular Interest LT2 Principal Reduction Amount for such Distribution Date over the
Realized Losses allocated to the REMIC III-B Regular Interest LT2 on such Distribution Date.
REMIC III-B Regular Interest LT3: A regular interest in REMIC III-B that is held as an asset of
REMIC VI, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated Pass-Through Rate, and that has such other terms as are described herein.
REMIC III-B Regular Interest LT3 Principal Distribution Amount: For any Distribution Date, the excess,
if any, of the REMIC III-B Regular Interest LT3 Principal Reduction Amount for such Distribution Date over the
Realized Losses allocated to the REMIC III-B Regular Interest LT3 on such Distribution Date.
REMIC III-B Regular Interest LT4: A regular interest in REMIC III-B that is held as an asset of
REMIC VI, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated Pass-Through Rate, and that has such other terms as are described herein.
REMIC III-B Regular Interest LT4 Principal Distribution Amount: For any Distribution Date, the excess,
if any, of the REMIC III-B Regular Interest LT4 Principal Reduction Amount for such Distribution Date over the
Realized Losses allocated to the REMIC III-B Regular Interest LT4 on such Distribution Date.
REMIC III-B Regular Interest LT-Y1: A regular interest in REMIC III-B that is held as an asset of
REMIC VI, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated Pass-Through Rate, and that has such other terms as are described herein.
REMIC III-B Regular Interest LT-Y1 Principal Distribution Amount: For any Distribution Date, the excess,
if any, of the REMIC III-B Regular Interest LT-Y1 Principal Reduction Amount for such Distribution Date over the
Realized Losses allocated to the REMIC III-B Regular Interest LT-Y1 on such Distribution Date.
REMIC III-B Regular Interest LT-Y2: A regular interest in REMIC III-B that is held as an asset of
REMIC VI, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated Pass-Through Rate, and that has such other terms as are described herein.
REMIC III-B Regular Interest LT-Y2 Principal Distribution Amount: For any Distribution Date, the excess,
if any, of the REMIC III-B Regular Interest LT-Y2 Principal Reduction Amount for such Distribution Date over the
Realized Losses allocated to the REMIC III-B Regular Interest LT-Y2 on such Distribution Date.
REMIC III-B Regular Interest LT-Y3: A regular interest in REMIC III-B that is held as an asset of
REMIC VI, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated Pass-Through Rate, and that has such other terms as are described herein.
REMIC III-B Regular Interest LT-Y3 Principal Distribution Amount: For any Distribution Date, the excess,
if any, of the REMIC III-B Regular Interest LT-Y3 Principal Reduction Amount for such Distribution Date over the
Realized Losses allocated to the REMIC III-B Regular Interest LT-Y3 on such Distribution Date.
REMIC IV: That group of assets contained in the Trust Fund designated as a REMIC consisting of the
REMIC I Regular Interests and any proceeds thereof.
REMIC IV Available Distribution Amount: For any Distribution Date, the amounts deemed distributed with
respect to the REMIC I Regular Interests pursuant to Section 6.10.
REMIC IV Distribution Amount: For any Distribution Date, the REMIC IV Available Distribution Amount
shall be distributed by REMIC IV to REMIC VI on account of the REMIC IV Regular Interests and to the Class R
Certificates in respect of Component IV thereof, as follows: to each REMIC IV Regular Interest in respect of
Uncertificated Interest thereon and the Uncertificated Principal Balance thereof, the amount distributed in
respect of interest and principal on the Related Class or Classes of Certificates (with such amounts having the
same character as interest or principal with respect to the REMIC IV Regular Interest as they have with respect
to the Related Certificate or Certificates); provided that amounts distributed on the Class II-3X-2 Certificates
shall be distributed on REMIC IV Regular Interests II-3A-134 and II-3A-25 pro rata according to their respective
Uncertificated Principal Balances. Any remaining amount of the REMIC IV Available Distribution Amount shall be
distributed to the holders of the Class R Certificates in respect of Component IV thereof.
REMIC IV Interests: The REMIC IV Regular Interests and Component IV of the Class R Certificates.
REMIC IV Regular Interest: Any of the separate non-certificated beneficial ownership interests in
REMIC IV set forth in Section 5.01(c)(v) and issued hereunder and designated as a "regular interest" in REMIC IV.
Each REMIC IV Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate specified for such
REMIC IV Interest in Section 5.01(c)(iv), and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in Section 5.01(c)(v). The designations for the respective REMIC IV Regular Interests are set forth in
Section 5.01(c)(v).
REMIC V: That group of assets contained in the Trust Fund designated as a REMIC consisting of the REMIC
II Regular Interests and any proceeds thereof.
REMIC V Available Distribution Amount: For any Distribution Date, the amounts deemed distributed with
respect to the REMIC II Regular Interests pursuant to Section 6.10.
REMIC V Distribution Amount: For any Distribution Date, the REMIC V Available Distribution Amount shall
be distributed by REMIC V to REMIC VI on account of the REMIC V Regular Interests and to the Class R Certificates
in respect of Component V thereof, as follows: to each REMIC V Regular Interest in respect of Uncertificated
Interest thereon and the Uncertificated Principal Balance thereof, the amount distributed in respect of interest
and principal on the Related Class or Classes of Certificates (with such amounts having the same character as
interest or principal with respect to the REMIC V Regular Interest as they have with respect to the Related
Certificate or Certificates); provided that amounts distributed on the Class III-3X-1 Certificates shall be
distributed on REMIC V Regular Interests III-3A-14 and II-3A-23 pro rata according to their respective
Uncertificated Principal Balances. Any remaining amount of the REMIC V Available Distribution Amount shall be
distributed to the holders of the Class R Certificates in respect of Component V thereof.
REMIC V Interests: The REMIC V Regular Interests and Component V of the Class R Certificates.
REMIC V Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC V
set forth in Section 5.01(c)(vi) and issued hereunder and designated as a "regular interest" in REMIC V. Each
REMIC V Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate specified for such REMIC V
Interest in Section 5.01(c)(v), and shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
Section 5.01(c)(vi). The designations for the respective REMIC V Regular Interests are set forth in
Section 5.01(c)(vi).
REMIC VI: That group of assets contained in the Trust Fund designated as a REMIC consisting of the
REMIC III-B Regular Interests, REMIC IV Regular Interests and REMIC V Regular Interests and any proceeds thereof.
REMIC VI Available Distribution Amount: For any Distribution Date, the amounts deemed distributed with
respect to the REMIC III-B Regular Interests, REMIC IV Regular Interests and REMIC V Regular Interests pursuant
to Section 6.10.
REMIC VI Distribution Amount: For any Distribution Date, the REMIC VI Available Distribution Amount
shall be deemed distributed by REMIC VI to the holders of the Certificates (other than the Class B-IO
Certificates) on account of the REMIC VI Regular Interests (other than REMIC VI Regular Interests B-IO-I and
B-IO-P), to REMIC VII on account of REMIC VI Regular Interests B-IO-I and B-IO-P, and to the Class R
Certificates in respect of Component VI thereof, as follows: to each REMIC VI Regular Interest in respect of
Uncertificated Interest thereon and the Uncertificated Principal Balance thereof, the amount distributed in
respect of interest and principal on the Related Class or Classes of Certificates (with such amounts having the
same character as interest or principal with respect to the REMIC VI Regular Interest as they have with respect
to the Related Certificate or Certificates) with the following exceptions: (1) No amount paid to any
Certificate in respect of any Basis Risk Shortfall Amount or Basis Risk Shortfall Carryforward Amount shall be
included in the amount paid in respect of a related REMIC VI Regular Interest; and (2) amounts paid in respect of
Basis Risk Shortfall Amounts and Basis Risk Shortfall Carryforward Amounts to the extent not derived from any Cap
Contract Payment Amount shall be deemed paid with respect to REMIC VI Regular Interest B-IO-I in respect of
accrued and unpaid interest thereon. Any remaining amount of the REMIC VI Available Distribution Amount shall be
distributed to the holders of the Class R Certificates in respect of Component VI thereof.
REMIC VI Interests: The REMIC VI Regular Interests and Component VI of the Class R Certificates.
REMIC VI Regular Interest: Any of the separate non-certificated beneficial ownership interests in
REMIC VI set forth in Section 5.01(c)(vii) and issued hereunder and designated as a "regular interest" in
REMIC VI. Each REMIC VI Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate specified
for such REMIC VI Interest in Section 5.01(c)(vii), and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance
as set forth in Section 5.01(c)(vii). The designations for the respective REMIC VI Regular Interests are set
forth in Section 5.01(c)(vii).
REMIC VII: That group of assets contained in the Trust Fund designated as a REMIC consisting of REMIC
VI Regular Interests B-IO-I and B-IO-P and any proceeds thereof.
REMIC VII Available Distribution Amount: For any Distribution Date, the amounts deemed distributed with
respect to REMIC VI Regular Interests B-IO-I and B-IO-P pursuant to Section 6.10.
REMIC VII Distribution Amount: For any Distribution Date, the REMIC VII Available Distribution Amount
shall be deemed distributed by REMIC VII to the holder of the Class B-IO Certificates on account of REMIC VI
Regular Interests B-IO-I and B-IO-P.
REMIC VII Interests: The REMIC VII Regular Interest and the Class R-X Certificates.
REMIC VII Regular Interest: The separate non-certificated beneficial ownership interest in REMIC VII
set forth in Section 5.01(c)(viii) and issued hereunder and designated as a "regular interest" in REMIC VII. The
REMIC VII Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate specified for such
REMIC VII Interest in Section 5.01(c)(viii). The designation for the REMIC VII Regular Interest is set forth in
Section 5.01(c)(viii).
REO Property: A Mortgaged Property acquired in the name of the Trustee, for the benefit of
Certificateholders, by foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.
Reportable Event: As defined in Section 3.18(a)(iii).
Repurchase Price: With respect to any Mortgage Loan (or any property acquired with respect thereto)
required to be repurchased by the Sponsor pursuant to the Mortgage Loan Purchase Agreement or Article II of this
Agreement, an amount equal to the excess of (i) the sum of (a) 100% of the Outstanding Principal Balance of such
Mortgage Loan as of the date of repurchase (or if the related Mortgaged Property was acquired with respect
thereto, 100% of the Outstanding Principal Balance at the date of the acquisition), (b) accrued but unpaid
interest on the Outstanding Principal Balance at the related Mortgage Interest Rate, through and including the
last day of the month of repurchase and (c) any costs and damages (if any) incurred by the Trust in connection
with any violation of such Mortgage Loan of any predatory or abusive lending laws over (ii) any portion of the
Master Servicing Compensation, Servicing Fee, Monthly Advances and advances payable to the purchaser of the
Mortgage Loan (if any).
Repurchase Proceeds: The Repurchase Price in connection with any repurchase of a Mortgage Loan by the
Sponsor and any cash deposit in connection with the substitution of a Mortgage Loan, in each case in accordance
with the Mortgage Loan Purchase Agreement.
Request for Release: A request for release in the form attached hereto as Exhibit D.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy which is required to
be maintained from time to time under this Agreement with respect to such Mortgage Loan.
Reserve Fund: The separate trust account created and maintained by the Securities Administrator
pursuant to Section 4.06 hereof.
Residual Certificate: Any of the Class R Certificates, consisting of six components—Component I,
Component II, Component III, Component IV, Component V and Component VI—respectively representing ownership of
the sole class of residual interest in each of REMIC I, REMIC II, REMIC III-A, REMIC III-B, REMIC IV, REMIV V and
REMIC VI, and the Class R-X Certificates.
Responsible Officer: Any officer assigned to the Corporate Trust Office of the Trustee or the
Securities Administrator, as the case may be (or any successor thereto), including any Vice President, Assistant
Vice President, Trust Officer, any Assistant Secretary, any trust officer or any other officer of the Trustee or
the Securities Administrator, as the case may be, customarily performing functions similar to those performed by
any of the above designated officers and having direct responsibility for the administration of this Agreement,
and any other officer of the Trustee or the Securities Administrator, as the case may be, to whom a matter
arising hereunder may be referred because of such officer's knowledge of an familiarity with the particular
subject.
Rule 144A Certificate: The certificate to be furnished by each purchaser of a Private Certificate
(which is also a Physical Certificate) which is a Qualified Institutional Buyer as defined under Rule 144A
promulgated under the Securities Act, substantially in the form set forth as Exhibit F-2 hereto.
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc., and its successors in interest.
Xxxxxxxx-Xxxxx Act: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission
promulgated thereunder (including any interpretation thereof by the Commission's staff).
Xxxxxxxx-Xxxxx Certification: As defined in Section 3.18(a)(iv).
Scheduled Payment: With respect to any Mortgage Loan and any Due Period, the scheduled payment or
payments of principal and interest due during such Due Period on such Mortgage Loan which either is payable by a
Mortgagor in such Due Period under the related Mortgage Note or, in the case of REO Property, would otherwise
have been payable under the related Mortgage Note.
Scheduled Principal: The principal portion of any Scheduled Payment.
Securities Act: The Securities Act of 1933, as amended.
Securities Administrator: Xxxxx Fargo Bank, National Association, in its capacity as paying agent or
securities administrator (as applicable) hereunder, or its successor in interest, or any successor securities
administrator or paying agent appointed as herein provided.
Securities Legend: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING
THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE
MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE
AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY
OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (A "PLAN") THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE
SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE
SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT
THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE TRUSTEE OR THE SECURITIES
ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
Security Instrument: A written instrument creating a valid first lien on a Mortgaged Property securing a
Mortgage Note, which may be any applicable form of mortgage, deed of trust, deed to secure debt or security deed,
including any riders or addenda thereto.
Seller: EMC in its capacity as seller of the Mortgage Loans to the Depositor.
Senior Certificates: The Group I Senior Certificates, Group II Senior Certificates and Group III Senior
Certificates.
Senior Enhancement Percentage: As to each Distribution Date, the percentage equivalent of a fraction,
the numerator of which is the sum of (i) the aggregate of the Certificate Principal Balance of the Class I-M-1,
Class I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates and (ii) the Overcollateralization Amount, in
each case after taking into account the distribution of the related Principal Distribution Amounts on such
Distribution Date, and the denominator of which is the aggregate Stated Principal Balance of the Group I Mortgage
Loans for such Distribution Date.
Senior Optimal Principal Amount: The Group II Senior Optimal Principal Amount or the Group III Senior
Optimal Principal Amount, as applicable.
Senior Percentage: The Group II Senior Percentage or the Group III Senior Percentage, as applicable.
Senior Prepayment Percentage: The Group II Senior Prepayment Percentage or the Group III Senior
Prepayment Percentage, as applicable.
Servicer Remittance Date: With respect to each Mortgage Loan and the applicable Servicer, the date set
forth in the related Servicing Agreement.
Servicers: Each of Bank of America, Chevy Chase, Countrywide, EMC, EverHome, First Horizon, GMACM,
GreenPoint, HSBC, IndyMac, Mid America, PHH, U.S. Bank, Washington Mutual and Xxxxx Fargo, and their respective
permitted successors and assigns.
Servicing Agreement: Each of the Bank of America Servicing Agreement, Chevy Chase Servicing Agreement,
Countrywide Servicing Agreement, EMC Servicing Agreement, EverHome Servicing Agreement, First Horizon Servicing
Agreement, GMACM Servicing Agreement, GreenPoint Servicing Agreement, HSBC Servicing Agreement, IndyMac Servicing
Agreement, Mid America Servicing Agreement, PHH Servicing Agreement, U.S. Bank Servicing Agreement, Washington
Mutual Servicing Agreement and Xxxxx Fargo Servicing Agreement, in each case as modified by the related
Assignment Agreement.
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as such may be
amended from time to time.
Servicing Fee: As to any Mortgage Loan and Distribution Date, an amount equal to the product of (i) the
Stated Principal Balance of such Mortgage Loan as of the Due Date in the preceding calendar month and (ii) the
related Servicing Fee Rate.
Servicing Fee Rate: As to any Mortgage Loan, a per annum rate as set forth in the Mortgage Loan
Schedule.
Servicing Officer: The President or a Vice President or Assistant Vice President or other authorized
officer of the Master Servicer having direct responsibility for the administration of this Agreement, and any
other authorized officer of the Master Servicer to whom a matter arising hereunder may be referred.
Special Hazard Loss: A Realized Loss attributable to damage or a direct physical loss suffered by a
mortgaged property (including any Realized Loss due to the presence or suspected presence of hazardous wastes or
substances on a mortgaged property) other than any such damage or loss covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such mortgaged property under the Agreement or any loss
due to normal wear and tear or certain other causes.
Sponsor: EMC, as mortgage loan seller under the Mortgage Loan Purchase Agreement.
Startup Day: June 30, 2006.
Stated Principal Balance: With respect to any Group I Mortgage Loan or related REO Property and any
Distribution Date, the Outstanding Principal Balance thereof as of the Cut-off Date minus the sum of (i) the
principal portion of the Scheduled Payments due with respect to such Mortgage Loan during each Due Period ending
prior to such Distribution Date (and irrespective of any delinquency in their payment), (ii) all Principal
Prepayments with respect to such Mortgage Loan received prior to or during the related Prepayment Period, and all
Liquidation Proceeds to the extent applied by the related Servicer as recoveries of principal in accordance with
this Agreement or the applicable Servicing Agreement with respect to such Mortgage Loan, that were received by
the related Servicer as of the close of business on the last day of the Prepayment Period related to such
Distribution Date and (iii) any Realized Losses on such Mortgage Loan incurred prior to or during the related
Prepayment Period. The Stated Principal Balance of a Liquidated Mortgage Loan equals zero. References herein to
the Stated Principal Balance of a Loan Group or Sub-Loan Group at any time shall mean the aggregate Stated
Principal Balance of all Mortgage Loans in such Loan Group or Sub-Loan Group.
With respect to any Group II Mortgage Loan on any Distribution Date, (i) the unpaid principal balance of
such Mortgage Loan as of the close of business on the related Due Date (taking account of the principal payment
to be made on such Due Date and irrespective of any delinquency in its payment), as specified in the amortization
schedule at the time relating thereto (before any adjustment to such amortization schedule by reason of any
bankruptcy or similar proceeding occurring after the Cut-off Date (other than a Deficient Valuation) or any
moratorium or similar waiver or grace period) and less (ii) any Principal Prepayments (including the principal
portion of Net Liquidation Proceeds) received during or prior to the related Prepayment Period; provided that the
Stated Principal Balance of a Liquidated Mortgage Loan is zero.
With respect to any Group III Mortgage Loan on any Distribution Date, (i) the unpaid principal balance
of such Mortgage Loan as of the close of business on the related Due Date (taking account of the principal
payment to be made on such Due Date and irrespective of any delinquency in its payment), as specified in the
amortization schedule at the time relating thereto (before any adjustment to such amortization schedule by reason
of any bankruptcy or similar proceeding occurring after the Cut-off Date (other than a Deficient Valuation) or
any moratorium or similar waiver or grace period) and less (ii) any Principal Prepayments (including the
principal portion of Net Liquidation Proceeds) received during or prior to the related Prepayment Period;
provided that the Stated Principal Balance of a Liquidated Mortgage Loan is zero.
Stepdown Date: The earlier to occur of (i) the Distribution Date on which the aggregate Certificate
Principal Balance of the Class I-A Certificates has been reduced to zero and (ii) the later to occur of (a) the
Distribution Date in July 2009 and (b) the first Distribution Date on which the sum of the aggregate Certificate
Principal Balance of the Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2, and Class I-B-3 Certificates and the
Overcollateralization Amount divided by the Stated Principal Balance of the Mortgage Loans for such Distribution
Date is greater than or equal to 18.50%.
Sub-Group I-1A Principal Distribution Amount: With respect to any applicable Distribution Date, an
amount equal to the lesser of (i) the Class I-1A Principal Distribution Percentage multiplied by the Principal
Distribution Amount and (ii) the Certificate Principal Balance of the Class I-1A Certificates.
Sub-Group I-2A Principal Distribution Amount: With respect to any applicable Distribution Date, an
amount equal to the lesser of (i) the Class I-2A Principal Distribution Percentage multiplied by the Principal
Distribution Amount and (ii) the Certificate Principal Balance of the Class I-2A Certificates.
Sub-Group I-3A Principal Distribution Amount: With respect to any applicable Distribution Date, an
amount equal to the lesser of (i) the Class I-3A Principal Distribution Percentage multiplied by the Principal
Distribution Amount and (ii) the Certificate Principal Balance of the Class I-3A Certificates.
Sub-Loan Group: Any of Sub-Loan Group I-1, Sub-Loan Group I-2, Sub-Loan Group I-3, Sub-Loan Group II-1,
Sub-Loan Group II-2, Sub-Loan Group II-3, Sub-Loan Group III-1, Sub-Loan Group III-2 or Sub-Loan Group III-3, as
applicable.
Sub-Loan Group I-1: The group of Mortgage Loans designated as belonging to Sub-Loan Group I-1 on the
Mortgage Loan Schedule.
Sub-Loan Group I-1 Certificates: The Class I-1A-1 Certificates and Class I-1A-2 Certificates.
Sub-Loan Group I-2: The group of Mortgage Loans designated as belonging to Sub-Loan Group I-2 on the
Mortgage Loan Schedule.
Sub-Loan Group I-2 Certificates: The Class I-2A-1 Certificates and Class I-2A-2 Certificates.
Sub-Loan Group I-3: The group of Mortgage Loans designated as belonging to Sub-Loan Group I-3 on the
Mortgage Loan Schedule.
Sub-Loan Group I-3 Certificates: The Class I-3A-1 Certificates and Class I-3A-2 Certificates.
Sub-Loan Group II-1: The group of Mortgage Loans designated as belonging to Sub-Loan Group II-1 on the
Mortgage Loan Schedule.
Sub-Loan Group II-1 Certificates: The Class II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates.
Sub-Loan Group II-2: The group of Mortgage Loans designated as belonging to Sub-Loan Group II-2 on the
Mortgage Loan Schedule.
Sub-Loan Group II-2 Certificates: The Class II-2A-1, Class II-2A-2, Class II-2X-1 and Class II-2X-2
Certificates.
Sub-Loan Group II-3: The group of Mortgage Loans designated as belonging to Sub-Loan Group II-3 on the
Mortgage Loan Schedule.
Sub-Loan Group II-3 Certificates: The Class II-3A-1, Class II-3A-2, Class II-3A-3, Class II-3A-4, Class
II-3A-5, Class II-3X-1 and Class II-3X-2 Certificates.
Sub-Loan Group III-1: The group of Mortgage Loans designated as belonging to Sub-Loan Group III-1 on
the Mortgage Loan Schedule.
Sub-Loan Group III-1 Certificates: The Class III-1A-1 Certificates and Class III-1A-2 Certificates.
Sub-Loan Group III-2: The group of Mortgage Loans designated as belonging to Sub-Loan Group III-2 on
the Mortgage Loan Schedule.
Sub-Loan Group III-2 Certificates: The Class III-2A-1 Certificates and Class III-2A-2 Certificates.
Sub-Loan Group III-3: The group of Mortgage Loans designated as belonging to Sub-Loan Group III-3 on
the Mortgage Loan Schedule.
Sub-Loan Group III-3 Certificates: The Class III-3A-1, Class III-3A-2, Class III-3A-3, Class III-3A-4,
Class III-3X-1 and Class III-3X-2 Certificates.
Subordinate Certificate Writedown Amount: With respect to the Group II Subordinate Certificates and as
to any Distribution Date, the amount by which (i) the sum of the Certificate Principal Balances of the Group II
Certificates (after giving effect to the distribution of principal and the allocation of applicable Realized
Losses in reduction of the Certificate Principal Balances of the Group II Certificates on such Distribution Date)
exceeds (y) the aggregate Stated Principal Balances of the Group II Mortgage Loans on the Due Date related to
such Distribution Date. With respect to the Group III Subordinate Certificates and as to any Distribution Date,
the amount by which (i) the sum of the Certificate Principal Balances of the Group III Certificates (after giving
effect to the distribution of principal and the allocation of applicable Realized Losses in reduction of the
Certificate Principal Balances of the Group III Certificates on such Distribution Date) exceeds (y) the aggregate
Stated Principal Balances of the Group III Mortgage Loans on the Due Date related to such Distribution Date.
Subordinate Certificates: The Group I Subordinate Certificates, the Group II Subordinate Certificates
and the Group III Subordinate Certificates.
Subordinate Optimal Principal Amount: The Group II Subordinate Optimal Principal Amount or the Group
III Subordinate Optimal Principal Amount, as applicable.
Subordinate Percentage: The Group II Subordinate Percentage or the Group III Subordinate Percentage, as
applicable.
Subordinate Prepayment Percentage: The Group II Subordinate Prepayment Percentage or the Group III
Subordinate Prepayment Percentage, as applicable.
Subsequent Recoveries: As of any Distribution Date, amounts received during the related Due Period by
the Master Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 4.05) or surplus
amounts held by the Master Servicer to cover estimated expenses (including, but not limited to, recoveries in
respect of the representations and warranties made by the Sponsor pursuant to the Mortgage Loan Purchase
Agreement) specifically related to a Liquidated Mortgage Loan or the disposition of an REO Property prior to the
related Prepayment Period that resulted in a Realized Loss, after liquidation or disposition of such Mortgage
Loan.
Substitute Mortgage Loan: A mortgage loan tendered to the Trustee pursuant to the related Servicing
Agreement, the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, in each case,
(i) which has an Outstanding Principal Balance not greater nor materially less than the Mortgage Loan for which
it is to be substituted; (ii) which has a Mortgage Interest Rate and Net Rate not less than, and not materially
greater than, such Mortgage Loan; (iii) which has a maturity date not materially earlier or later than such
Mortgage Loan and not later than the latest maturity date of any Mortgage Loan; (iv) which is of the same
property type and occupancy type as such Mortgage Loan; (v) which has a Loan-to-Value Ratio not greater than the
Loan-to-Value Ratio of such Mortgage Loan; (vi) which is current in payment of principal and interest as of the
date of substitution; (vii) as to which the payment terms do not vary in any material respect from the payment
terms of the Mortgage Loan for which it is to be substituted and (viii) which has a Gross Margin, Periodic Rate
Cap and Maximum Lifetime Mortgage Rate no less than those of such Mortgage Loan, has the same Index and interval
between Interest Adjustment Dates as such Mortgage Loan, and a Minimum Lifetime Mortgage Rate no lower than that
of such Mortgage Loan.
Substitution Adjustment Amount: The amount, if any, required to be paid by the Mortgage Loan Seller to
the Securities Administrator for deposit in the Distribution Account pursuant to Section 2.04 in connection with
the substitution of a Mortgage Loan.
Tax Administration and Tax Matters Person: The Securities Administrator and any successor thereto or
assignee thereof shall serve as tax administrator hereunder and as agent for the Tax Matters Person. The Holder
of the largest percentage interest of each Class of Residual Certificates shall be the Tax Matters Person for the
related REMIC, as more particularly set forth in Section 9.12 hereof.
Termination Purchase Price: The price, calculated as set forth in Section 10.01, to be paid in
connection with the repurchase of the Mortgage Loans pursuant to Section 10.01.
Trigger Event: With respect to any Distribution Date, an event that exists if (i) the percentage
obtained by dividing (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans that are 60 or more
days Delinquent (including for this purpose any such Mortgage Loans in bankruptcy or foreclosure and the Group I
Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust) by (y) the
aggregate Stated Principal Balance of the Group I Mortgage Loans in the mortgage pool, in each case, as of the
close of business on the last day of the preceding calendar month, exceeds 37% of the Current Specified
Enhancement Percentage or (ii) the aggregate amount of Realized Losses on the Group I Mortgage Loans since the
Cut-off Date as a percentage of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the
Cut-off Date exceeds the applicable percentage set forth below:
Months Percentage
37 – 48 0.65%
49 – 60 1.15%
61 – 72 1.65%
73+ 1.95%
Trust Fund or Trust: The corpus of the trust created by this Agreement, consisting of the Mortgage
Loans and the other assets described in Section 2.01(a).
Trustee: Citibank, N.A., or its successor in interest, or any successor trustee appointed as herein
provided.
2006-4 REMIC: Any of REMIC I, REMIC II, REMIC III-A, REMIC III-B, REMIC IV, REMIC V, REMIC VI and REMIC
VII.
Uncertificated Interest: With respect to each REMIC Regular Interest on each Distribution Date, an
amount equal to one month's interest at the related Uncertificated Pass-Through Rate on the Uncertificated
Principal Balance of such REMIC Regular Interest. In each case, for purposes of the distributions, Uncertificated
Interest will be reduced by the interest portion of any Realized Losses and Net Interest Shortfalls allocated,
with respect to the REMIC I Regular Interests, REMIC II Regular Interests and REMIC III-A Regular Interests, to
such REMIC Regular Interests pursuant to the definition of Realized Losses, with respect to the REMIC III-B
Regular Interests, to such REMIC Regular Interests pursuant to the definition of REMIC III-B Realized Losses and,
with respect to the REMIC IV Regular Interests, REMIC V Regular Interests, REMIC VI Regular Interests and REMIC
VII Regular Interest, to the Related Classes of Certificates; provided that Realized Losses and Net Interest
Shortfalls allocated (i) to the Class II-3X-2 Certificates shall be allocated to REMIC IV Regular Interests
II-3A-134 and II-3A-25 pro rata according to their respective Uncertificated Principal Balances and (ii) to the
Class III-3X-1 Cerificates shall be allocated to REMIC V Regular Interests III-3A-14 and II-3A-23 pro rata
according to their respective Uncertificated Principal Balances.
Uncertificated Pass-Through Rate: With respect to any Distribution Date and REMIC Interest, the
pass-through rate of each such REMIC Interest set forth in Section 5.01(c).
Uncertificated Principal Balance: The amount of any REMIC Regular Interest outstanding as of any date
of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC I Regular Interest
shall equal the amount set forth in Section 5.01(c)(i) as its Initial Uncertificated Principal Balance. On each
Distribution Date, the Uncertificated Principal Balance of each REMIC I Regular Interest shall be reduced by the
sum of (i) the principal portion of Realized Losses allocated to the REMIC I Regular Interests in accordance with
the definition of Realized Loss and (ii) the amounts deemed distributed on each Distribution Date in respect of
principal on the REMIC I Regular Interests pursuant to Section 6.10. As of the Closing Date, the Uncertificated
Principal Balance of each REMIC II Regular Interest shall equal the amount set forth in Section 5.01(c)(ii) as
its Initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of
each REMIC II Regular Interest shall be reduced by the sum of (i) the principal portion of Realized Losses
allocated to the REMIC II Regular Interests in accordance with the definition of Realized Loss and (ii) the
amounts deemed distributed on each Distribution Date in respect of principal on the REMIC II Regular Interests
pursuant to Section 6.10. As of the Closing Date, the Uncertificated Principal Balance of each REMIC III-A
Regular Interest shall equal the amount set forth in Section 5.01(c)(iii) as its Initial Uncertificated Principal
Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC III-A Regular Interest
shall be reduced by the sum of (i) the principal portion of Realized Losses allocated to the REMIC III-A Regular
Interests in accordance with the definition of Realized Loss and (ii) the amounts deemed distributed on each
Distribution Date in respect of principal on the REMIC III-A Regular Interests pursuant to Section 6.10. As of
the Closing Date, the Uncertificated Principal Balance of each REMIC III-B Regular Interest shall equal the
amount set forth in the Section 5.01(c)(iv) hereto as its Initial Uncertificated Principal Balance. On each
Distribution Date, the Uncertificated Principal Balance of each REMIC III-B Regular Interest shall be reduced,
first, by the portion of Realized Losses allocated in reduction of the Certificate Principal Balances thereof on
such Distribution Date pursuant to the definition of REMIC III-B Realized Losses and, second, the amounts deemed
distributed on each Distribution Date in respect of principal on the REMIC III-B Regular Interests pursuant to
Section 6.10. As of the Closing Date, the Uncertificated Principal Balance of each REMIC IV Regular Interest
shall equal the amount set forth in the Section 5.01(c)(v) hereto as its Initial Uncertificated Principal
Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC IV Regular Interest shall
be reduced, first, by the portion of Realized Losses allocated in reduction of the Certificate Principal Balances
of the Related Classes of Certificates on such Distribution Date and, second, by all distributions of principal
made on such Related Classes of Certificates on such Distribution Date. As of the Closing Date, the
Uncertificated Principal Balance of each REMIC V Regular Interest shall equal the amount set forth in the Section
5.01(c)(vi) hereto as its Initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated
Principal Balance of each REMIC V Regular Interest shall be reduced, first, by the portion of Realized Losses
allocated in reduction of the Certificate Principal Balances of the Related Classes of Certificates on such
Distribution Date and, second, by all distributions of principal made on such Related Classes of Certificates on
such Distribution Date. As of the Closing Date, the Uncertificated Principal Balance of each REMIC VI Regular
Interest shall equal the amount set forth in the Section 5.01(c)(vii) hereto as its Initial Uncertificated
Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC VI Regular
Interest shall be reduced, first, by the portion of Realized Losses allocated in reduction of the Certificate
Principal Balances of the Related Classes of Certificates on such Distribution Date and, second, by all
distributions of principal made on such Related Classes of Certificates on such Distribution Date. As of the
Closing Date, the Uncertificated Principal Balance of the REMIC VII Regular Interest shall equal the amount set
forth in Section 5.01(c)(viii) as its Initial Uncertificated Principal Balance.
Undercollateralized Amount: With respect any Certificate Group in Loan Group II or Loan Group III and
any Distribution Date, the excess of (i) the aggregate Certificate Principal Balance of such Certificate Group
over (ii) the aggregate Stated Principal Balance of the Mortgage Loans in the related Sub-Loan Group.
Uninsured Cause: Any cause of damage to a Mortgaged Property or related REO Property such that the
complete restoration of such Mortgaged Property or related REO Property is not fully reimbursable by the hazard
insurance policies required to be maintained pursuant the Servicing Agreement, without regard to whether or not
such policy is maintained.
United States Person: A citizen or resident of the United States, a corporation or partnership
(including an entity treated as a corporation or partnership for federal income tax purposes) created or
organized in, or under the laws of, the United States or any state thereof or the District of Columbia (except,
in the case of a partnership, to the extent provided in regulations), provided that, for purposes solely of the
Residual Certificates, no partnership or other entity treated as a partnership for United States federal income
tax purposes shall be treated as a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for United States federal income tax
purposes are United States Persons, or an estate whose income is subject to United States federal income tax
regardless of its source, or a trust if a court within the United States is able to exercise primary supervision
over the administration of the trust and one or more such United States Persons have the authority to control all
substantial decisions of the trust. To the extent prescribed in regulations by the Secretary of the Treasury,
which have not yet been issued, a trust which was in existence on August 20, 1996 (other than a trust treated as
owned by the grantor under subpart E of part I of subchapter J of chapter 1 of the Code), and which was treated
as a United States person on August 20, 1996 may elect to continue to be treated as a United States person
notwithstanding the previous sentence.
Unpaid Realized Loss Amount: With respect to any Distribution Date and a Class of Group I Certificates,
is the excess of (i) Applied Realized Loss Amounts with respect to such Class over (ii) the sum of all
distributions in reduction of the Applied Realized Loss Amounts on all previous Distribution Dates. Any amounts
distributed to a class of Group I Certificates in respect of any Unpaid Realized Loss Amount will not be applied
to reduce the Certificate Principal Balance of such Class.
U.S. Bank: U.S. Bank, NA, and any successor thereto.
U.S. Bank Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of March 1,
2003, as amended by Amendment No. 1 to the Purchase, Warranties and Servicing Agreement, dated as of January 1,
2006, between EMC and U.S. Bank, N.A, attached hereto as Exhibit H-13.
Washington Mutual: Washington Mutual Bank, and its successor in interest.
Washington Mutual Servicing Agreement: The Servicing Agreement dated as of April 1, 2005, as amended by
Regulation AB Amendment to Servicing Agreement, dated as of February 1, 2006, between Washington Mutual and EMC,
attached hereto as Exhibit H-14.
Xxxxx Fargo: Xxxxx Fargo Bank, N.A., and any successor thereto.
Xxxxx Fargo Servicing Agreement: Amended and Restated Master Seller's Warranties and Servicing
Agreement dated as of November 1, 2005, between Xxxxx Fargo and EMC, attached hereto as Exhibit H-15.
ARTICLE II
Conveyance of Mortgage Loans;
Original Issuance of Certificates
Section 2.01. Conveyance of Mortgage Loans to Trustee. (a) The Depositor concurrently with the execution and
delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and
interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and
principal due with respect to the Initial Mortgage Loans after the Cut-off Date, but excluding any payments of
principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be
credited or are required by the terms of this Agreement to be credited to the Distribution Account (iii) such
assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts and
the Securities Administrator in the Distribution Account in the name of the Trustee on behalf of the Trust for
the benefit of the Certificateholders and the Securities Administrator in the Reserve Fund in the name of the
Trustee on behalf of the Trust for the benefit of the Group I Offered, Class I-B-3 and Class B-IO
Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by
the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan
Purchase Agreement, (vii) the rights with respect to the Servicing Agreements (and each related Recognition
Agreement as defined and described in the related Assignment Agreement) as assigned to the Trustee on behalf of
the Trust for the benefit of the Certificateholders by the Assignment Agreements and the rights of the Depositor
under the EMC Servicing Agreement, (viii) such assets as shall from time to time be credited or are required by
the terms of this Agreement to be credited to the Distribution Account and the Reserve Fund and (ix) any proceeds
of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the
Depositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to
this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed
to be a loan, it is the intent of the parties to this Agreement that the Depositor shall be deemed to have
granted to the Trustee a first priority perfected security interest in all of the Depositor's right, title and
interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall
constitute a security agreement under applicable law.
(b) In connection with the above transfer and assignment, the Sponsor hereby deposits with the Trustee or the
Custodian, on its behalf, with respect to each Mortgage Loan:
(i) the original Mortgage Note, endorsed without recourse (A) to the order of the Trustee or (B) in the case of a
Mortgage Loan registered on the MERS system, in blank, and in each case showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee, or lost note affidavit together with a
copy of the related Mortgage Note,
(ii) the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the presence of the MIN and
language indicating that such Mortgage Loan is a MOM Loan, which shall have been recorded (or if the original is
not available, a copy), with evidence of such recording indicated thereon (or if clause (w) in the proviso below
applies, shall be in recordable form),
(iii) unless the Mortgage Loan is a MOM Loan, a certified copy of the assignment (which may be in the form of a
blanket assignment if permitted in the jurisdiction in which the Mortgaged Property is located) to "Citibank,
N.A., as Trustee", with evidence of recording with respect to each Mortgage Loan in the name of the Trustee
thereon (or if clause (w) in the proviso below applies or for Mortgage Loans with respect to which the related
Mortgaged Property is located in a state other than Maryland, Tennessee, South Carolina, Mississippi and Florida,
or an Opinion of Counsel has been provided as set forth in this Section 2.01(b), shall be in recordable form),
(iv) all intervening assignments of the Security Instrument, if applicable and only to the extent available to the
Depositor with evidence of recording thereon,
(v) the original or a copy of the policy or certificate of primary mortgage guaranty insurance, to the extent
available, if any,
(vi) the original policy of title insurance or mortgagee's certificate of title insurance or commitment or binder
for title insurance, and
(vii) originals of all modification agreements, if applicable and available.
provided, however, that in lieu of the foregoing, the Depositor may deliver the following documents, under the
circumstances set forth below: (w) in lieu of the original Security Instrument, assignments to the Trustee or
intervening assignments thereof which have been delivered, are being delivered or will, upon receipt of recording
information relating to the Security Instrument required to be included thereon, be delivered to recording
offices for recording and have not been returned to the Depositor in time to permit their delivery as specified
above, the Depositor may deliver a true copy thereof with a certification by the Depositor, on the face of such
copy, substantially as follows: "Certified to be a true and correct copy of the original, which has been
transmitted for recording"; (x) in lieu of the Security Instrument, assignment to the Trustee or intervening
assignments thereof, if the applicable jurisdiction retains the originals of such documents (as evidenced by a
certification from the Depositor to such effect) the Depositor may deliver photocopies of such documents
containing an original certification by the judicial or other governmental authority of the jurisdiction where
such documents were recorded; and (y) the Depositor shall not be required to deliver intervening assignments or
Mortgage Note endorsements between the Sponsor and the Depositor, and between the Depositor and the Trustee; and
provided, further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off
Date and prior to the Closing Date, the Depositor, in lieu of delivering the above documents, may deliver to the
Trustee or the Custodian, on its behalf, a certification to such effect and shall deposit all amounts paid in
respect of such Mortgage Loans in the Distribution Account on the Closing Date. The Depositor shall deliver such
original documents (including any original documents as to which certified copies had previously been delivered)
to the Trustee or the Custodian, on its behalf, promptly after they are received. The Depositor shall cause the
Sponsor, at its expense, to cause each assignment of the Security Instrument to the Trustee to be recorded not
later than 180 days after the Closing Date, unless (a) such recordation is not required by the Rating Agencies or
an Opinion of Counsel addressed to the Trustee has been provided to the Trustee (with a copy to the Custodian)
which states that recordation of such Security Instrument is not required to protect the interests of the
Certificateholders in the related Mortgage Loans or (b) MERS is identified on the Mortgage or on a properly
recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Sponsor and its
successor and assigns; provided, however, that each assignment shall be submitted for recording by the Sponsor in
the manner described above, at no expense to the Trust or the Trustee or the Custodian, on its behalf, upon the
earliest to occur of: (i) reasonable direction by the Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than 25% of the Trust, (ii) the occurrence of an Event of Default, (iii) the
occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor and (iv) the occurrence of a
servicing transfer as described in Section 8.02 hereof.
Section 2.02. Acceptance of Mortgage Loans by Trustee. (a) The Trustee acknowledges the sale, transfer and
assignment of the Trust Fund to it (or the Custodian, on its behalf) by the Depositor and receipt of, subject to
further review and the exceptions which may be noted pursuant to the procedures described below, and declares
that it holds, the documents (or certified copies thereof) delivered to it or the Custodian, on its behalf,
pursuant to Section 2.01, and declares that it (or the Custodian, on its behalf) will continue to hold those
documents and any amendments, replacements or supplements thereto and all other assets of the Trust Fund
delivered to it (or the Custodian, on its behalf) as Trustee in trust for the use and benefit of all present and
future Holders of the Certificates. On the Closing Date, with respect to the Mortgage Loans, the Custodian, with
respect to the Mortgage Loans, shall acknowledge with respect to each Mortgage Loan by delivery to the Depositor
and the Trustee of an Initial Certification receipt of the Mortgage File, but without review of such Mortgage
File, except to the extent necessary to confirm that such Mortgage File contains the related Mortgage Note or
lost note affidavit. No later than 90 days after the Closing Date (or with respect to any Substitute Mortgage
Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for
the benefit of the Certificateholders, to review or cause to be reviewed by the Custodian on its behalf (under
the Custodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed
and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee
or Custodian, on behalf of the Trustee, will ascertain whether all required documents have been executed and
received, and based on the Mortgage Loan Schedule, whether those documents relate, determined on the basis of the
Mortgagor name, original principal balance and loan number, to the Mortgage Loans it has received, as identified
in the Mortgage Loan Schedule. In performing any such review, the Trustee or the Custodian, on its behalf, may
conclusively rely on the purported due execution and genuineness of any such document and on the purported
genuineness of any signature thereon. If the Trustee or the Custodian, on its behalf, finds any document
constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the
basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in
Exhibit B, or to appear defective on its face (a "Material Defect"), the Trustee or the Custodian, on its behalf,
shall promptly notify the Sponsor. In accordance with the Mortgage Loan Purchase Agreement, the Sponsor shall
correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the
Custodian, on its behalf, of the defect and if the Sponsor fails to correct or cure the defect within such
period, and such defect materially and adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the Trustee or the Custodian, on its behalf, shall enforce the Sponsor's obligation pursuant to
the Mortgage Loan Purchase Agreement within 90 days from the Trustee's or the Custodian's notification, to
purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan
to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation
Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury
Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would
allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the
requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5),
(6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered;
provided, however, that if such defect relates solely to the inability of the Sponsor to deliver the original
Security Instrument or intervening assignments thereof, or a certified copy because the originals of such
documents, or a certified copy have not been returned by the applicable jurisdiction, the Sponsor shall not be
required to purchase such Mortgage Loan if the Sponsor delivers such original documents or certified copy
promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase
obligation shall not apply in the event that the Sponsor cannot deliver such original or copy of any document
submitted for recording to the appropriate recording office in the applicable jurisdiction because such document
has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such
recording office or, if such receipt is not available, a certificate confirming that such documents have been
accepted for recording, and delivery to the Trustee or the Custodian, on its behalf, shall be effected by the
Sponsor within thirty days of its receipt of the original recorded document.
(b) No later than 180 days after the Closing Date (or with respect to any Substitute Mortgage Loan, within five
Business Days after the receipt by the Trustee or the Custodian thereof), the Trustee or the Custodian, on its
behalf, will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will
execute and deliver or cause to be executed and delivered to the Depositor and the Trustee a Final
Certification. In conducting such review, the Trustee or the Custodian, on its behalf, will ascertain whether an
original of each document required to be recorded has been returned from the recording office with evidence of
recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the
Custodian, on its behalf, finds a Material Defect, the Trustee or the Custodian, on its behalf, shall promptly
notify the Sponsor (provided, however, that with respect to those documents described in Sections 2.01(b)(iv),
(v) and (vii), the Trustee's and Custodian's obligations shall extend only to the documents actually delivered to
the Trustee or the Custodian, on behalf of the Trustee, pursuant to such Sections). In accordance with the
Mortgage Loan Purchase Agreement the Sponsor shall correct or cure any such defect within 90 days from the date
of notice from the Trustee or the Custodian, on its behalf, of the Material Defect and if the Sponsor is unable
to cure such defect within such period, and if such defect materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Sponsor's obligation under the
Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (if within two years of the Closing Date)
or purchase such Mortgage Loan at the Repurchase Price; provided, however, that if such defect would cause the
Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and
Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions
of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other
provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to
meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2),
(4), (5), (6), (7) and (9), any such cure, repurchase or substitution must occur within 90 days from the date
such breach was discovered; provided, further, that if such defect relates solely to the inability of the Sponsor
to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the
originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the
Sponsor shall not be required to purchase such Mortgage Loan, if the Sponsor delivers such original documents or
certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing
repurchase obligation shall not apply in the event that the Sponsor cannot deliver such original or copy of any
document submitted for recording to the appropriate recording office in the applicable jurisdiction because such
document has not been returned by such office; provided that the Sponsor shall instead deliver a recording
receipt of such recording office or, if such receipt is not available, a certificate confirming that such
documents have been accepted for recording, and delivery to the Trustee or the Custodian, on its behalf, shall be
effected by the Sponsor within thirty days of its receipt of the original recorded document.
(c) In the event that a Mortgage Loan is purchased by the Sponsor in accordance with Sections 2.02(a) or (b)
above, the Sponsor shall remit to the Securities Administrator, the Repurchase Price for deposit in the
Distribution Account and the Sponsor shall provide to the Securities Administrator and the Trustee written
notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the
Distribution Account, the Depositor shall notify the Trustee and the Custodian, on behalf of the Trustee (upon
receipt of a Request for Release in the form of Exhibit D attached hereto with respect to such Mortgage Loan),
shall release to the Sponsor the related Mortgage File and the Trustee shall execute and deliver all instruments
of transfer or assignment, without recourse, representation or warranty, furnished to it by the Sponsor, as are
necessary to vest in the Sponsor title to and rights under the Mortgage Loan. Such purchase shall be deemed to
have occurred on the date on which the Repurchase Price in available funds is received by the Securities
Administrator. The Sponsor shall amend the Mortgage Loan Schedule to reflect such repurchase and shall promptly
notify the Trustee, the Securities Administrator, the Master Servicer, the Custodian and the Rating Agencies of
such amendment. The obligation of the Sponsor to repurchase any Mortgage Loan as to which such a defect in a
constituent document exists shall be the sole remedy respecting such defect available to the Certificateholders
or to the Trustee on their behalf.
Section 2.03. Assignment of Interest in the Mortgage Loan Purchase Agreement. (a) The Depositor hereby assigns to
the Trustee, on behalf of the Certificateholders, all of its right, title and interest in the Mortgage Loan
Purchase Agreement including but not limited to the Depositor's rights and obligations pursuant to the Servicing
Agreements (noting that the Sponsor has retained the right in the event of breach of the representations,
warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the
related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies). The
obligations of the Sponsor to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's and
the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Depositor shall
take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and
the Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to
enable the Trustee to carry out such enforcement.
(b) If the Depositor, the Master Servicer, or the Trustee discovers a breach of any of the representations and
warranties set forth in the Mortgage Loan Purchase Agreement, which breach materially and adversely affects the
value of the interests of Certificateholders or the Trustee in the related Mortgage Loan, the party discovering
the breach shall give prompt written notice of the breach to the other parties. The Sponsor, within 90 days of
its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall cure the
breach in all material respects or, subject to the Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement, as applicable, shall purchase the Mortgage Loan or any property acquired with respect thereto from the
Trustee; provided, however, that if there is a breach of any representation set forth in the Mortgage Loan
Purchase Agreement or Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the related
property acquired with respect thereto has been sold, then the Sponsor shall pay, in lieu of the Repurchase
Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. (If the Net
Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to the Sponsor to the extent not
required by law to be paid to the borrower.) Any such purchase by the Sponsor shall be made by providing an
amount equal to the Repurchase Price to the Securities Administrator for deposit in the Distribution Account and
written notification detailing the components of such Repurchase Price. The Depositor shall notify the Trustee
and submit to the Trustee or the Custodian, on its behalf, a Request for Release, and the Trustee shall cause the
Custodian to release, to the Sponsor the related Mortgage File and the Trustee shall execute and deliver all
instruments of transfer or assignment furnished to it by the Sponsor, without recourse, representation or
warranty as are necessary to vest in the Sponsor title to and rights under the Mortgage Loan or any property
acquired with respect thereto. Such purchase shall be deemed to have occurred on the date on which the
Repurchase Price in available funds is received by the Securities Administrator. The Sponsor shall amend the
Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Trustee, the Securities
Administrator, the Master Servicer, the Custodian and the Rating Agencies of such amendment. Enforcement of the
obligation of the Sponsor to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any
property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to
which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available
to the Certificateholders or the Trustee on their behalf.
In connection with any repurchase of a Mortgage Loan pursuant to this Section 2.03, the Sponsor shall
furnish to the Securities Administrator an Officer's Certificate, signed by a duly authorized officer of the
Seller to the effect that such repurchase has been made in accordance with the terms and conditions of this
Agreement and that all conditions precedent to such repurchase or substitution have been satisfied, including the
delivery to the Securities Administrator of the Purchase Price or Substitution Adjustment Amount, as applicable,
for deposit into the Distribution Account, together with copies of any Opinion of Counsel required to be
delivered pursuant to this Agreement and the related Request for Release. Solely for purposes of the Securities
Administrator providing an Assessment of Compliance, upon receipt of such documentation, the Securities
Administrator shall approve such repurchase, as applicable, and which approval shall consist solely of the
Securities Administrator's receipt of such documentation and deposits. It is understood and agreed that the
obligation under this Agreement of the Sponsor to cure, repurchase or replace any Mortgage Loan as to which a
breach has occurred and is continuing shall constitute the sole remedies against the Sponsor respecting such
breach available to Certificateholders, the Depositor or the Trustee.
Section 2.04. Substitution of Mortgage Loans. Notwithstanding anything to the contrary in this Agreement, in lieu
of purchasing a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03 of this
Agreement, the Sponsor may, no later than the date by which such purchase by the Sponsor would otherwise be
required, tender to the Trustee a Substitute Mortgage Loan accompanied by a certificate of an authorized officer
of the Sponsor that such Substitute Mortgage Loan conforms to the requirements set forth in the definition of
"Substitute Mortgage Loan" in the Mortgage Loan Purchase Agreement or this Agreement, as applicable; provided,
however, that substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable, in lieu of purchase shall not be permitted after the termination of the two-year period beginning on
the Startup Day; provided, further, that if the breach would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation
Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a
Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of
Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and
(9), any such cure or substitution must occur within 90 days from the date the breach was discovered. The
Sponsor will promptly notify the Master Servicer and the Securities Administrator of any such substitution. The
Trustee or the Custodian, on its behalf, shall examine the Mortgage File for any Substitute Mortgage Loan in the
manner set forth in Section 2.02(a) and the Trustee or the Custodian, on its behalf, shall notify the Sponsor, in
writing, within five Business Days after receipt, whether or not the documents relating to the Substitute
Mortgage Loan satisfy the requirements of the fourth sentence of Section 2.02(a). Within two Business Days after
such notification, the Sponsor shall provide to the Securities Administrator for deposit in the Distribution
Account the amount, if any, by which the Outstanding Principal Balance as of the next preceding Due Date of the
Mortgage Loan for which substitution is being made, after giving effect to the Scheduled Principal due on such
date, exceeds the Outstanding Principal Balance as of such date of the Substitute Mortgage Loan, after giving
effect to Scheduled Principal due on such date, which amount shall be treated for the purposes of this Agreement
as if it were the payment by the Sponsor of the Repurchase Price for the purchase of a Mortgage Loan by the
Sponsor. After such notification to the Sponsor and, if any such excess exists, upon receipt of such deposit,
the Trustee shall accept such Substitute Mortgage Loan which shall thereafter be deemed to be a Mortgage Loan
hereunder. In the event of such a substitution, accrued interest on the Substitute Mortgage Loan for the month
in which the substitution occurs and any Principal Prepayments made thereon during such month shall be the
property of the Trust Fund and accrued interest for such month on the Mortgage Loan for which the substitution is
made and any Principal Prepayments made thereon during such month shall be the property of the Sponsor. The
Scheduled Principal on a Substitute Mortgage Loan due on the Due Date in the month of substitution shall be the
property of the Sponsor and the Scheduled Principal on the Mortgage Loan for which the substitution is made due
on such Due Date shall be the property of the Trust Fund. Upon acceptance of the Substitute Mortgage Loan (and
delivery to the Trustee or the Custodian as agent of the Trustee, as applicable, of a Request for Release for
such Mortgage Loan), the Trustee or the Custodian, on its behalf, shall release to the Sponsor the related
Mortgage File related to any Mortgage Loan released pursuant to the Mortgage Loan Purchase Agreement or
Section 2.04 of this Agreement, as applicable, and shall execute and deliver all instruments of transfer or
assignment, without recourse, representation or warranty in form as provided to it as are necessary to vest in
the Sponsor title to and rights under any Mortgage Loan released pursuant to the Mortgage Loan Purchase Agreement
or Section 2.04 of this Agreement, as applicable. The Sponsor shall deliver the documents related to the
Substitute Mortgage Loan in accordance with the provisions of the Mortgage Loan Purchase Agreement or Sections
2.01(b) and 2.02(b) of this Agreement, as applicable, with the date of acceptance of the Substitute Mortgage Loan
deemed to be the Closing Date for purposes of the time periods set forth in those Sections. The representations
and warranties set forth in the Mortgage Loan Purchase Agreement shall be deemed to have been made by the Sponsor
with respect to each Substitute Mortgage Loan as of the date of acceptance of such Mortgage Loan by the Trustee.
The Sponsor shall amend the Mortgage Loan Schedule to reflect such substitution and shall provide a copy of such
amended Mortgage Loan Schedule to the Trustee, the Securities Administrator, the Master Servicer, the Custodian
and the Rating Agencies.
In connection with any substitution of a Mortgage Loan pursuant to this Section 2.04, the Sponsor shall
furnish to the Securities Administrator an Officer's Certificate, signed by a duly authorized officer of the
Seller to the effect that such substitution has been made in accordance with the terms and conditions of this
Agreement and that all conditions precedent to such substitution have been satisfied, including the delivery to
the Securities Administrator of the Purchase Price or Substitution Adjustment Amount, as applicable, for deposit
into the Distribution Account, together with copies of any Opinion of Counsel required to be delivered pursuant
to this Agreement and the related Request for Release. Solely for purposes of the Securities Administrator
providing an Assessment of Compliance, upon receipt of such documentation, the Securities Administrator shall
approve such substitution, as applicable, and which approval shall consist solely of the Securities
Administrator's receipt of such documentation and deposits. It is understood and agreed that the obligation under
this Agreement of the Sponsor to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred
and is continuing shall constitute the sole remedies against the Sponsor respecting such breach available to
Certificateholders, the Depositor or the Trustee.
Section 2.05. Issuance of Certificates. (a) The Trustee acknowledges the assignment to it of the Mortgage Loans
and the other assets comprising the Trust Fund and, concurrently therewith, has signed, and countersigned and
delivered to the Depositor, in exchange therefor, Certificates in such authorized denominations representing such
Fractional Undivided Interests as the Depositor has requested. The Trustee (or the Custodian, on its behalf)
agrees that it will hold the Mortgage Loans and such other assets as may from time to time be delivered to it (or
the Custodian, on its behalf) segregated on the books of the Trustee in trust for the benefit of the
Certificateholders.
(b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and
otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in
and to (i) the REMIC I Regular Interests, and the other assets of REMIC IV, for the benefit of the holders of the
REMIC IV Interests, (ii) the REMIC II Regular Interests, and the other assets of REMIC V, for the benefit of the
holders of the REMIC V Interests, (iii) the REMIC III-A Regular Interests, and the other assets of REMIC III-B,
for the benefit of the holders of the REMIC III-B Interests, (iv) the REMIC III-B Regular Interests, the REMIC IV
Regular Interests and the REMIC V Regular Interests, and the other assets of REMIC VI, for the benefit of the
holders of the REMIC VI Interests and (iv) REMIC VI Regular Interests B-IO-I and B-IO-P, and the other assets of
REMIC VII for the benefit of the holders of the REMIC VII Interests. The Trustee acknowledges receipt of the
REMIC I Regular Interests, REMIC II Regular Interests, REMIC III-A Regular Interests, REMIC III-B Regular
Interests, REMIC IV Regular Interests, REMIC V Regular Interests and REMIC VI Regular Interests B-IO-I and B-IO-P
(each of which are uncertificated) and the other assets of REMIC III-B, REMIC IV, REMIC V, REMIC VI and REMIC
VII, and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders
of the REMIC III-B Interests, REMIC IV Interests, REMIC V Interests, REMIC VI Interests and REMIC VII Interests,
as applicable.
Section 2.06. Representations and Warranties Concerning the Depositor. The Depositor hereby represents and
warrants to the Trustee, the Master Servicer and the Securities Administrator as follows:
(a) the Depositor is duly organized and is validly existing as a limited liability company in good standing under
the laws of the State of Delaware and has full power and authority necessary to own or hold its properties and to
conduct its business as now conducted by it and to enter into and perform its obligations under this Agreement;
(b) the Depositor has the full power and authority to execute, deliver and perform, and to enter into and
consummate the transactions contemplated by, this Agreement and has duly authorized, by all necessary corporate
action on its part, the execution, delivery and performance of this Agreement, and this Agreement, assuming the
due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and
binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as
to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting
creditors' rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in
a proceeding in equity or at law;
(c) the execution and delivery of this Agreement by the Depositor, the consummation of the transactions
contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary
course of business of the Depositor and will not (A) result in a material breach of any term or provision of the
certificate of formation or limited liability company agreement of the Depositor or (B) conflict with, result in
a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement
or instrument to which the Depositor is a party or by which it may be bound or (C) constitute a violation of any
statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or
governmental body having jurisdiction over the Depositor; and the Depositor is not in breach or violation of any
indenture or other agreement or instrument, or in violation of any statute, order or regulation of any court,
regulatory body, administrative agency or governmental body having jurisdiction over it, which breach or
violation may materially impair the Depositor's ability to perform or meet any of its obligations under this
Agreement;
(d) no litigation is pending, or, to the best of the Depositor's knowledge, threatened, against the Depositor that
would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability
of the Depositor to perform its obligations under this Agreement in accordance with the terms hereof;
(e) no consent, approval, authorization or order of any court or governmental agency or body is required for the
execution, delivery and performance by the Depositor of, or compliance by the Depositor with, this Agreement or
the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or
order is required, the Depositor has obtained the same; and
(f) immediately prior to the transfer and assignment to the Trustee, each Mortgage Note and each Mortgage were not
subject to an assignment or pledge, and the Depositor had good and marketable title to and was the sole owner
thereof and had full right to transfer and sell such Mortgage Loan to the Trustee free and clear of any
encumbrance, equity, lien, pledge, charge, claim or security interest.
(g) The Depositor has filed all reports required to be filed by Section 13 or Section 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period if required) and has been subject to such filing
requirements for the past 90 days.
Section 2.07. [Reserved]
Section 2.08. Purposes and Powers of the Trust.
The purpose of the common law trust, as created hereunder, is to engage in the following activities:
(a) acquire and hold the Mortgage Loans and the other assets of the Trust Fund and the proceeds
therefrom;
(b) to issue the Certificates sold to the Depositor in exchange for the Mortgage Loans;
(c) to make payments on the Certificates;
(d) to engage in those activities that are necessary, suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith; and
(e) subject to compliance with this Agreement, to engage in such other activities as may be
required in connection with conservation of the Trust Fund and the making of distributions to the
Certificateholders.
The Trust is hereby authorized to engage in the foregoing activities. The trust shall not engage in any
activity other than in connection with the foregoing or other than as required or authorized by the terms of this
Agreement while any Certificate is outstanding, and this Section 2.08 may not be amended, without the consent of
the Certificateholders evidencing 51% or more of the aggregate voting rights of the Certificates.
ARTICLE III
Administration and Servicing of Mortgage Loans
Section 3.01. Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the
Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the
applicable Servicing Agreements and shall have full power and authority to do any and all things which it may
deem necessary or desirable in connection with such master servicing and administration. In performing its
obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing
Practices. Furthermore, the Master Servicer shall oversee and consult with each Servicer as necessary from
time-to-time to carry out the Master Servicer's obligations hereunder, shall receive, review and evaluate all
reports, information and other data provided to the Master Servicer by each Servicer and shall cause each
Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by such
Servicer under its applicable Servicing Agreement. The Master Servicer shall independently and separately
monitor each Servicer's servicing activities with respect to each related Mortgage Loan, reconcile the results of
such monitoring with such information provided in the previous sentence on a monthly basis and coordinate
corrective adjustments to the Servicers' and Master Servicer's records, and based on such reconciled and
corrected information, the Master Servicer shall provide such information to the Securities Administrator as
shall be necessary in order for it to prepare the statements specified in Section 6.04, and prepare any other
information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall
reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicers as reported to
the Master Servicer.
In addition to the foregoing, in connection with a modification of any Mortgage Loan by a Servicer, if
the Master Servicer is unable to enforce the obligations of the Servicer with respect to such modification, the
Master Servicer shall notify the Depositor of such Servicer's failure to comply with the terms of the Servicing
Agreement. If the Servicing Agreement requires the approval of the Master Servicer for a modification to a
Mortgage Loan, the Master Servicer shall approve such modification if, based upon its receipt of written
notification from the related Servicer outlining the terms of such modification and appropriate supporting
documentation, the Master Servicer determines that the modification is permitted under the terms of the related
Servicing Agreement and that any conditions to such modification set forth in the related Servicing Agreement
have been satisfied. Furthermore, if the related Servicing Agreement requires the oversight and monitoring of
loss mitigation measures with respect to the related Mortgage Loans, the Master Servicer will monitor any loss
mitigation procedure or recovery action related to a defaulted Mortgage Loan (to the extent it receives notice of
such from the related Servicer) and confirm that such loss mitigation procedure or recovery action is initiated,
conducted and concluded in accordance with any timeframes and any other requirements set forth in the Servicing
Agreement, and the Master Servicer shall notify the Depositor in any case in which the Master Servicer believes
that the related Servicer is not complying with such timeframes and/or other requirements.
The Trustee shall furnish the Servicers and the Master Servicer, with any powers of attorney, in
substantially the form attached hereto as Exhibit O, and upon written request from a Servicing Officer, other
documents in form as provided to it necessary or appropriate to enable the Servicers and the Master Servicer to
service and administer the related Mortgage Loans and REO Property.
The Trustee (or Custodian, on its behalf) shall provide access to the records and documentation in
possession of the Trustee (or Custodian, on its behalf) regarding the related Mortgage Loans and REO Property and
the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC,
such access being afforded only upon reasonable prior written request and during normal business hours at the
office of the Trustee, or Custodian on its behalf; provided, however, that, unless otherwise required by law, the
Trustee, or Custodian on its behalf, shall not be required to provide access to such records and documentation if
the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, or Custodian on
its behalf, shall allow representatives of the above entities to photocopy any of the records and documentation
and shall provide equipment for that purpose at a charge that covers the Trustee's or Custodian's actual costs.
The Trustee shall execute, upon the Servicer's written instruction (which includes the documents to be
signed), and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or
other appropriate documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a
Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note
or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other
rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity.
Section 3.02. REMIC-Related Covenants. For as long as each 2006-4 REMIC shall exist, the Trustee and the
Securities Administrator shall act in accordance herewith to assure continuing treatment of such 2006-4 REMIC as
a REMIC, and the Trustee and the Securities Administrator shall comply with any directions of the Depositor, the
related Servicer or the Master Servicer to assure such continuing treatment. In particular, the Securities
Administrator shall not (a) sell or permit the sale of all or any portion of the Mortgage Loans or of any
investment of deposits in an Account (except as otherwise expressly permitted by this Agreement) unless such sale
is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Securities Administrator
has received a REMIC Opinion addressed to the Securities Administrator prepared at the expense of the Trust Fund;
and (b) other than with respect to a substitution pursuant to the Mortgage Loan Purchase Agreement or
Section 2.04 of this Agreement, as applicable, accept any contribution to any 2006-4 REMIC after the Startup Day
without receipt of a REMIC Opinion addressed to the Securities Administrator.
Section 3.03. Monitoring of Servicers. (a) The Master Servicer shall be responsible for reporting to the Trustee
and the Depositor the compliance by each Servicer with its duties under the related Servicing Agreement. In the
review of each Servicer's activities, the Master Servicer may rely upon an officer's certificate of the Servicer
(or similar document signed by an officer of the Servicer) with regard to such Servicer's compliance with the
terms of its Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that a
Servicer (other than Xxxxx Fargo) should be terminated in accordance with its Servicing Agreement, or that a
notice should be sent pursuant to such Servicing Agreement with respect to the occurrence of an event that,
unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor and
the Trustee in writing thereof and the Master Servicer (or the Trustee in the case that Xxxxx Fargo is the
Servicer to be terminated) shall issue such notice or take such other action as it deems appropriate.
(b) The Master Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations
of each Servicer under the related Servicing Agreement, and shall, in the event that a Servicer fails to perform
its obligations in accordance with the related Servicing Agreement, subject to the preceding paragraph, terminate
the rights and obligations of such Servicer thereunder and act as successor servicer of the related Mortgage
Loans (or, in the case of Xxxxx Fargo, shall notify the Trustee in writing of the failure of Xxxxx Fargo to
perform its obligations under the Xxxxx Fargo Servicing Agreement, in which case the Trustee shall terminate the
rights and obligations of Xxxxx Fargo as Servicer and select a successor Servicer of the related Mortgage Loans)
or cause the Trustee to enter in to a new Servicing Agreement with a successor Servicer selected by the Master
Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period
of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such
successor Servicer. Such enforcement, including, without limitation, the legal prosecution of claims,
termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and
carried out to such an extent and at such time as the Master Servicer or the Trustee, as applicable, in its good
faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or
the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master
Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to
the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for
its costs and expenses in pursuing such action. Nothing herein shall impose any obligation on the part of the
Trustee to assume or succeed to the duties or obligations of Xxxxx Fargo, as servicer, or the Master Servicer
except if the Trustee is unable to find a successor to Xxxxx Fargo as successor servicer or except as provided
under Section 8.02 herein, in which cases the Trustee shall assume or succeed to such duties or obligation.
(c) To the extent that the costs and expenses of the Master Servicer or the Trustee, as applicable, related to any
termination of a Servicer, the enforcement or prosecution of related claims, rights or remedies on the
appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer or the
Trustee, as applicable, with respect to any Servicing Agreement (including, without limitation, (i) all legal
costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential
termination of the Servicer as a result of an event of default by such Servicer and (ii) all costs and expenses
associated with the complete transfer of servicing, including, but not limited to, all servicing files and all
servicing data and the completion, correction or manipulation of such servicing data as may be required by the
successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the
successor servicer to service the Mortgage Loans in accordance with the related Servicing Agreement) are not
fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall
be entitled to reimbursement of such costs and expenses from the Distribution Account.
(d) The Master Servicer shall require each Servicer to comply with the remittance requirements and other
obligations set forth in the related Servicing Agreement, including the obligation of each Servicer to furnish
information regarding the borrower credit files related to each Mortgage Loan to credit reporting agencies in
compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing regulations, on a
monthly basis.
(e) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties
of the Servicer, if any, that it replaces.
Section 3.04. Fidelity Bond. The Master Servicer, at its expense, shall maintain in effect a blanket fidelity
bond and an errors and omissions insurance policy, affording coverage with respect to all directors, officers,
employees and other Persons acting on such Master Servicer's behalf, and covering errors and omissions in the
performance of the Master Servicer's obligations hereunder. The errors and omissions insurance policy and the
fidelity bond shall be in such form and amount generally acceptable for entities serving as master servicers or
trustees.
Section 3.05. Power to Act; Procedures. The Master Servicer shall master service the Mortgage Loans and shall
have full power and authority, subject to the REMIC Provisions and the provisions of Article X hereof, to do any
and all things that it may deem necessary or desirable in connection with the master servicing and administration
of the Mortgage Loans, including but not limited to the power and authority (i) to execute and deliver, on behalf
of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents,
(ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related
Mortgages, (iii) to collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure
or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, in each case, in
accordance with the provisions of this Agreement and the Servicing Agreement, as applicable; provided, however,
that the Master Servicer shall not (and, consistent with its responsibilities under Section 3.03, shall not
permit any Servicer to) knowingly or intentionally take any action, or fail to take (or fail to cause to be
taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that,
under the REMIC Provisions, if taken or not taken, as the case may be, would cause any 2006-4 REMIC to fail to
qualify as a REMIC or result in the imposition of a tax upon the Trust Fund (including but not limited to the tax
on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC
set forth in Section 860G(d) of the Code) unless the Master Servicer has received an Opinion of Counsel (but not
at the expense of the Master Servicer) to the effect that the contemplated action would not cause any 2006-4
REMIC to fail to qualify as a REMIC or result in the imposition of a tax upon any 2006-4 REMIC. The Trustee
shall furnish the Master Servicer, upon written request from a Servicing Officer, with any powers of attorney
empowering the Master Servicer or any Servicer to execute and deliver instruments of satisfaction or
cancellation, or of partial or full release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
Property, and to appeal, prosecute or defend in any court action relating to the Mortgage Loans or the Mortgaged
Property, in accordance with the applicable Servicing Agreement and this Agreement, and the Trustee shall execute
and deliver such other documents, as the Master Servicer may request, to enable the Master Servicer to master
service and administer the Mortgage Loans and carry out its duties hereunder, in each case in accordance with
Accepted Master Servicing Practices (and the Trustee shall have no liability for misuse of any such powers of
attorney by the Master Servicer or any Servicer). If the Master Servicer or the Trustee has been advised that it
is likely that the laws of the state in which action is to be taken prohibit such action if taken in the name of
the Trustee or that the Trustee would be adversely affected under the "doing business" or tax laws of such state
if such action is taken in its name, the Master Servicer shall join with the Trustee in the appointment of a
co-trustee pursuant to Section 9.11 hereof. In the performance of its duties hereunder, the Master Servicer shall
be an independent contractor and shall not be deemed to be the agent of the Trustee.
Section 3.06. Due-on-Sale Clauses; Assumption Agreements. To the extent provided in the applicable Servicing
Agreement, to the extent Mortgage Loans contain enforceable due-on-sale clauses, the Master Servicer shall cause
the Servicers to enforce such clauses in accordance with the applicable Servicing Agreement. If applicable law
prohibits the enforcement of a due-on-sale clause or such clause is otherwise not enforced in accordance with the
applicable Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the original Mortgagor may be
released from liability in accordance with the applicable Servicing Agreement.
Section 3.07. Release of Mortgage Files. (a) Upon becoming aware of the payment in full of any Mortgage Loan, or
the receipt by any Servicer of a notification that payment in full has been escrowed in a manner customary for
such purposes for payment to Certificateholders on the next Distribution Date, the Servicer will, if required
under the applicable Servicing Agreement (or if the Servicer does not, the Master Servicer may), promptly furnish
to the Custodian, on behalf of the Trustee, two copies of a certification substantially in the form of Exhibit D
hereto signed by a Servicing Officer or in a mutually agreeable electronic format which will, in lieu of a
signature on its face, originate from a Servicing Officer (which certification shall include a statement to the
effect that all amounts received in connection with such payment that are required to be deposited in the
Protected Account maintained by the applicable Servicer pursuant to Section 4.01, or by the applicable Servicer
pursuant to its Servicing Agreement, have been or will be so deposited) and shall request that the Custodian, on
behalf of the Trustee, deliver to the applicable Servicer the related Mortgage File. Upon receipt of such
certification and request, the Custodian, on behalf of the Trustee, shall promptly release the related Mortgage
File to the applicable Servicer and the Trustee and Custodian shall have no further responsibility with regard to
such Mortgage File. Upon any such payment in full, each Servicer is authorized, to give, as agent for the
Trustee, as the mortgagee under the Mortgage that secured the Mortgage Loan, an instrument of satisfaction (or
assignment of mortgage without recourse) regarding the Mortgaged Property subject to the Mortgage, which
instrument of satisfaction or assignment, as the case may be, shall be delivered to the Person or Persons
entitled thereto against receipt therefor of such payment, it being understood and agreed that no expenses
incurred in connection with such instrument of satisfaction or assignment, as the case may be, shall be
chargeable to the Protected Account.
(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan and in accordance
with the applicable Servicing Agreement, upon written instruction from such Servicer or the Master Servicer, the
Trustee shall execute such documents as shall be prepared and furnished to the Trustee by a Servicer or the
Master Servicer (in form reasonably acceptable to the Trustee) and as are necessary to the prosecution of any
such proceedings. The Custodian, on behalf of the Trustee, shall, upon the request of a Servicer or the Master
Servicer, and delivery to the Custodian, on behalf of the Trustee, of two copies of a request for release signed
by a Servicing Officer substantially in the form of Exhibit D (or in a mutually agreeable electronic format which
will, in lieu of a signature on its face, originate from a Servicing Officer), release the related Mortgage File
held in its possession or control to the Servicer or the Master Servicer, as applicable. Such trust receipt
shall obligate the Servicer or the Master Servicer to return the Mortgage File to the Custodian on behalf of the
Trustee, when the need therefor by the Servicer or the Master Servicer no longer exists unless the Mortgage Loan
shall be liquidated, in which case, upon receipt of a certificate of a Servicing Officer similar to that
hereinabove specified, the Mortgage File shall be released by the Custodian, on behalf of the Trustee, to the
Servicer or the Master Servicer.
Section 3.08. Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee. (a) The
Master Servicer shall transmit and each Servicer (to the extent required by the related Servicing Agreement)
shall transmit to the Trustee or Custodian on its behalf such documents and instruments coming into the
possession of the Master Servicer or such Servicer from time to time as are required by the terms hereof, or in
the case of the Servicers, the applicable Servicing Agreement, to be delivered to the Trustee or Custodian on its
behalf. Any funds received by the Master Servicer or by a Servicer in respect of any Mortgage Loan or which
otherwise are collected by the Master Servicer or by a Servicer as Liquidation Proceeds or Insurance Proceeds in
respect of any Mortgage Loan shall be held for the benefit of the Trustee and the Certificateholders subject to
the Master Servicer's right to retain or withdraw from the Distribution Account the Master Servicing Compensation
and other amounts provided in this Agreement, and to the right of each Servicer to retain its Servicing Fee and
other amounts as provided in the applicable Servicing Agreement. The Master Servicer shall, and (to the extent
provided in the applicable Servicing Agreement) shall cause each Servicer to, provide access to information and
documentation regarding the Mortgage Loans to the Trustee, its agents and accountants at any time upon reasonable
request and during normal business hours, and to Certificateholders that are savings and loan associations, banks
or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of
such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority
if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such
access to be afforded without charge but only upon reasonable request in writing and during normal business hours
at the offices of the Master Servicer designated by it. In fulfilling such a request the Master Servicer shall
not be responsible for determining the sufficiency of such information.
(b) All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, in respect of
any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds
or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of the Trustee and the
Certificateholders and shall be and remain the sole and exclusive property of the Trustee; provided, however,
that the Master Servicer and each Servicer shall be entitled to setoff against, and deduct from, any such funds
any amounts that are properly due and payable to the Master Servicer or such Servicer under this Agreement or the
applicable Servicing Agreement.
Section 3.09. Standard Hazard Insurance and Flood Insurance Policies. (a) For each Mortgage Loan, the Master
Servicer shall enforce any obligation of the Servicers under the related Servicing Agreements to maintain or
cause to be maintained standard fire and casualty insurance and, where applicable, flood insurance, all in
accordance with the provisions of the related Servicing Agreements. It is understood and agreed that such
insurance shall be with insurers meeting the eligibility requirements set forth in the applicable Servicing
Agreement and that no earthquake or other additional insurance is to be required of any Mortgagor or to be
maintained on property acquired in respect of a defaulted loan, other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such additional insurance.
(b) Pursuant to Section 4.01 and 4.04, any amounts collected by the Servicers or the Master Servicer, under any
insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the
related Mortgage or released to the Mortgagor in accordance with the applicable Servicing Agreement) shall be
deposited into the Distribution Account, subject to withdrawal pursuant to Section 4.04 and 4.05. Any cost
incurred by the Master Servicer or any Servicer in maintaining any such insurance if the Mortgagor defaults in
its obligation to do so shall be added to the amount owing under the Mortgage Loan where the terms of the
Mortgage Loan so permit; provided, however, that the addition of any such cost shall not be taken into account
for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the
Master Servicer or such Servicer pursuant to Section 4.04 and 4.05.
Section 3.10. Presentment of Claims and Collection of Proceeds. The Master Servicer shall (to the extent provided
in the applicable Servicing Agreement) cause the related Servicer to prepare and present on behalf of the Trustee
and the Certificateholders all claims under the Insurance Policies and take such actions (including the
negotiation, settlement, compromise or enforcement of the insured's claim) as shall be necessary to realize
recovery under such policies. Any proceeds disbursed to the Master Servicer (or disbursed to a Servicer and
remitted to the Master Servicer) in respect of such policies, bonds or contracts shall be promptly deposited in
the Distribution Account upon receipt, except that any amounts realized that are to be applied to the repair or
restoration of the related Mortgaged Property as a condition precedent to the presentation of claims on the
related Mortgage Loan to the insurer under any applicable Insurance Policy need not be so deposited (or remitted).
Section 3.11. Maintenance of the Primary Mortgage Insurance Policies. (a) The Master Servicer shall not take, or
permit any Servicer (to the extent such action is prohibited under the applicable Servicing Agreement) to take,
any action that would result in noncoverage under any applicable Primary Mortgage Insurance Policy of any loss
which, but for the actions of the Master Servicer or such Servicer, would have been covered thereunder. The
Master Servicer shall use its best reasonable efforts to cause each Servicer (to the extent required under the
related Servicing Agreement) to keep in force and effect (to the extent that the Mortgage Loan requires the
Mortgagor to maintain such insurance), primary mortgage insurance applicable to each Mortgage Loan in accordance
with the provisions of this Agreement and the related Servicing Agreement, as applicable. The Master Servicer
shall not, and shall not permit any Servicer (to the extent required under the related Servicing Agreement) to,
cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in effect at the date of the initial
issuance of the Mortgage Note and is required to be kept in force hereunder except in accordance with the
provisions of this Agreement and the related Servicing Agreement, as applicable.
(b) The Master Servicer agrees to present, or to cause each Servicer (to the extent required under the related
Servicing Agreement) to present, on behalf of the Trustee and the Certificateholders, claims to the insurer under
any Primary Mortgage Insurance Policies and, in this regard, to take such reasonable action as shall be necessary
to permit recovery under any Primary Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant
to Section 4.01 and 4.04, any amounts collected by the Master Servicer or any Servicer under any Primary Mortgage
Insurance Policies shall be deposited in the Distribution Account, subject to withdrawal pursuant to Section 4.05.
Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and Documents.
The Trustee (or the Custodian, on behalf of the Trustee), shall retain possession and custody of the
originals (to the extent available) of any Primary Mortgage Insurance Policies, or certificate of insurance if
applicable, and any certificates of renewal as to the foregoing as may be issued from time to time as
contemplated by this Agreement. Until all amounts distributable in respect of the Certificates have been
distributed in full and the Master Servicer otherwise has fulfilled its obligations under this Agreement, the
Trustee (or the Custodian, on behalf of the Trustee) shall also retain possession and custody of each Mortgage
File in accordance with and subject to the terms and conditions of this Agreement. The Master Servicer shall
promptly deliver or cause to be delivered to the Trustee (or the Custodian, on behalf of the Trustee), upon the
execution or receipt thereof the originals of any Primary Mortgage Insurance Policies, any certificates of
renewal, and such other documents or instruments that constitute portions of the Mortgage File that come into the
possession of the Master Servicer from time to time.
Section 3.13. Realization Upon Defaulted Mortgage Loans. The Master Servicer shall cause each Servicer (to the
extent required under the related Servicing Agreement) to foreclose upon, repossess or otherwise comparably
convert the ownership of Mortgaged Properties securing such of the Mortgage Loans as come into and continue in
default and as to which no satisfactory arrangements can be made for collection of delinquent payments, all in
accordance with the applicable Servicing Agreement.
Section 3.14. Compensation for the Master Servicer.
The Master Servicer will be entitled to the income and gain realized from any investment of funds in the
Distribution Account as set forth in Section 4.04 for the performance of its activities hereunder. The Master
Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder and
shall not be entitled to reimbursement therefor except as provided in this Agreement.
Section 3.15. REO Property. (a) In the event the Trust Fund acquires ownership of any REO Property in respect of
any related Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee, or to its nominee, on
behalf of the related Certificateholders. The Master Servicer shall, to the extent provided in the applicable
Servicing Agreement, cause the applicable Servicer to sell, any REO Property as expeditiously as possible and in
accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. Pursuant to
its efforts to sell such REO Property, the Master Servicer shall cause the applicable Servicer to protect and
conserve, such REO Property in the manner and to the extent required by the applicable Servicing Agreement, in
accordance with the REMIC Provisions and in a manner that does not result in a tax on "net income from
foreclosure property" (unless such result would maximize the Trust Fund's after-tax return on such property) or
cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code.
(b) The Master Servicer shall, to the extent required by the related Servicing Agreement, cause the applicable
Servicer to deposit all funds collected and received in connection with the operation of any REO Property in the
Protected Account.
(c) The Master Servicer and the applicable Servicer, upon the final disposition of any REO Property, shall be
entitled to reimbursement for any related unreimbursed Monthly Advances and other unreimbursed advances as well
as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such
REO Property; provided, that any such unreimbursed Monthly Advances as well as any unpaid Servicing Fees may be
reimbursed or paid, as the case may be, prior to final disposition, out of any net rental income or other net
amounts derived from such REO Property.
(d) To the extent provided in the related Servicing Agreement, the Liquidation Proceeds from the final disposition
of the REO Property, net of any payment to the Master Servicer and the applicable Servicer as provided above
shall be deposited in the Protected Account on or prior to the Determination Date in the month following receipt
thereof and be remitted by wire transfer in immediately available funds to the Master Servicer for deposit into
the Distribution Account on the next succeeding Servicer Remittance Date.
Section 3.16. Annual Statement as to Compliance. The Master Servicer and the Securities Administrator shall
deliver (or otherwise make available) to the Depositor and the Securities Administrator, not later than March 15
of each calendar year beginning in 2007, an Officer's Certificate (an "Annual Statement of Compliance") stating,
as to each signatory thereof, that (i) a review of the activities of each such party during the preceding
calendar year and of its performance under this Agreement has been made under such officer's supervision and (ii)
to the best of such officer's knowledge, based on such review, such party has fulfilled all of its obligations
under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill
any such obligation in any material respect, specifying each such failure known to such officer and the nature
and status of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or
limitations on its use. The Master Servicer shall enforce the obligation of each Servicer, to the extent set
forth in the related Servicing Agreement, to deliver a similar Annual Statement of Compliance by that Servicer to
the Depositor and the Securities Administrator as described above as and when required with respect to the Master
Servicer. In the event that the Master Servicer has delegated any servicing responsibilities with respect to the
Mortgage Loans to a subservicer or subcontractor determined by the Master Servicer to be "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB, the Master Servicer shall cause such
subservicer or subcontractor (and with respect to each Servicer, the Master Servicer shall enforce the obligation
of such Servicer to the extent required under the related Servicing Agreement) to deliver a similar Annual
Statement of Compliance by that subservicer or subcontractor to the Depositor and the Securities Administrator as
described above as and when required with respect to the Master Servicer or the related Servicer, as the case may
be.
Failure of the Master Servicer to comply with this Section 3.16 (including with respect to the time
frames required in this Section) shall be deemed an Event of Default and the Trustee, at the written direction of
the Depositor, shall, in addition to whatever rights the Trustee may have under this Agreement and at law or
equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all
the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other
provision in this Agreement or any other agreement to the contrary.
Failure of the Securities Administrator to comply with this Section 3.16 (including with respect to the
time frames required in this Section) shall be deemed an Event of Default and the Securities Administrator at the
written direction of the Depositor, shall, in addition to whatever rights the Trustee may have
under this Agreement and at law or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all the rights and obligations of the Securities Administrator under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Securities
Administrator for the same. This paragraph shall supercede any other provision in this Agreement or any other
agreement to the contrary.
Section 3.17. Assessments of Compliance and Attestation Reports. Pursuant to Rules 13a-18 and 15d-18 of the
Exchange Act and Item 1122 of Regulation AB, the Master Servicer, the Securities Administrator and the Custodian
(to the extent set forth in this Section) (each, an "Attesting Party") shall deliver (or otherwise make
available) to the Depositor, the Master Servicer and the Securities Administrator on or before March 15 of each
calendar year beginning in 2007, a report regarding such Attesting Party's assessment of compliance (an
"Assessment of Compliance") with the Servicing Criteria during the preceding calendar year. The Assessment of
Compliance, as set forth in Regulation AB, must contain the following:
(a) A statement by an authorized officer of such Attesting Party of its authority and its responsibility for
assessing compliance with the Servicing Criteria applicable to the related Attesting Party;
(b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit K
hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing
Criteria applicable to the related Attesting Party;
(c) An assessment by such officer of the related Attesting Party's compliance with the applicable Servicing
Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance
of noncompliance with respect thereto during such period, which assessment shall be based on the activities such
Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the
related Attesting Party, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the related Attesting
Party's Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to such related Attesting Party,
which statement shall be based on the activities such related Attesting Party performs with respect to
asset-backed securities transactions taken as a whole involving such related Attesting Party, that are backed by
the same asset type as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit K hereto that
are indicated as applicable to the related Attesting Party.
On or before March 15 of each calendar year beginning in 2007, each Attesting Party shall furnish to the
Master Servicer, the Depositor and the Securities Administrator a report (an "Attestation Report") by a
registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the
related Attesting Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of
Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued
or adopted by the Public Company Accounting Oversight Board. Such Attestation Report shall contain no
restrictions or limitations on its use.
The Master Servicer shall cause each Person Participating in the Servicing Function to deliver to the
Master Servicer, the Depositor and the Securities Administrator an Assessment of Compliance and Attestation
Report as and when provided above along with an indication of what Servicing Criteria are addressed in such
assessment.
Such Assessment of Compliance, as to any subservicer or subcontractor, shall at a minimum address each
of the Servicing Criteria specified on Exhibit K hereto that are indicated as applicable to any "primary
servicer" to the extent such subservicer or subcontractor is performing any servicing function for the party who
engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing
function in its own Assessment of Compliance. The Securities Administrator shall confirm that each of the
Assessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken
individually address the Servicing Criteria for each party as set forth on Exhibit M and notify the Depositor of
any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related Servicing
Agreement), an Assessment of Compliance is not required to be delivered unless it is required as part of a Form
10-K with respect to the Trust Fund.
The Custodian shall deliver to the Master Servicer, the Securities Administrator and the Depositor an
Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address
each of the Servicing Criteria specified on Exhibit M hereto which are indicated as applicable to a "custodian."
Notwithstanding the foregoing an Assessment of Compliance or Attestation Report is not required to be delivered
by any Custodian unless it is required as part of a Form 10-K with respect to the Trust Fund.]
Failure of the Master Servicer to comply with this Section 3.17 (including with respect to the
timeframes required herein) shall, upon written notice from the Trustee upon receiving direction from the
Depositor, constitute an Event of Default and, the Trustee shall, in addition to whatever rights the Trustee may
have under this Agreement and at law or equity or to damages, including injunctive relief and specific
performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer
for the same (but subject to the Master Servicer rights to payment of any Master Servicing compensation and
reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination).
Failure of the Securities Administrator to comply with this Section 3.17 (including with respect to the
timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K,
shall, upon written notice from the Trustee upon receiving direction from the Depositor, constitute an Event of
Default, and the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at
law or equity or to damages, including injunctive relief and specific performance, upon notice immediately
terminate all of the rights and obligations of the Securities Administrator under this Agreement and in and to
the Mortgage Loans and the proceeds thereof without compensating the Securities Administrator for the same (but
subject to the Securities Administrator's right to reimbursement of all amounts for which it is entitled to be
reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this
Agreement or any other agreement to the contrary.
Section 3.18. Reports Filed with Securities and Exchange Commission. (a)(i)(A) Within 15 days after each
Distribution Date, the Securities Administrator shall, in accordance with industry standards, prepare and file
with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), a Distribution Report on
Form 10-D, signed by the Master Servicer, with a copy of the Monthly Statement to be furnished by the Securities
Administrator to the Certificateholders for such Distribution Date provided that the Securities Administrator
shall have received no later than 5 calendar days after the related Distribution Date, all information required to
be provided to the Securities Administrator as described in clause (a)(iv) below. Any disclosure in addition to
the Monthly Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall,
pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit Q to the Securities
Administrator and the Depositor, approved for inclusion by the Depositor, and the Securities Administrator will
have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure
absent such reporting (other than with respect to cases in which the Securities Administrator is the reporting
party as set forth in Exhibit Q) and approval.
(ii) (A) Within 5 calendar days after the related Distribution Date, (i) the parties set forth in Exhibit Q shall
be required to provide, and the Master Servicer shall enforce the obligations of each Servicer (to the extent
provided in the related Servicing Agreement) to provide, pursuant to Section 3.18(a)(v) below, to the Securities
Administrator and the Depositor, to the extent known by a responsible officer thereof, in XXXXX-compatible form,
or in such other form as otherwise agreed upon by the Securities Administrator and the Depositor and such party,
the form and substance of any Additional Form 10-D Disclosure, if applicable, and (ii) the Depositor will
approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D
Disclosure on Form 10-D. The Depositor shall be responsible for any reasonable fees and expenses assessed or
incurred by the Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form
10-D pursuant to this Section.
(B) After preparing the Form 10-D, the Securities Administrator shall forward electronically a copy of the Form
10-D to the Master Servicer, and in the case that such Form 10-D contains Additional Form 10-D
Disclosure, to the Master Servicer and the Depositor, for review. Within two Business Days after
receipt of such copy, but no later than the 12th calendar day after the Distribution Date (provided
that, the Securities Administrator forwards a copy of the Form 10-D no later than the 10th calendar
after the Distribution Date), the Depositor shall notify the Securities Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form 10-D. In the absence of
receipt of any written changes or approval, the Securities Administrator shall be entitled to assume
that such Form 10-D is in final form and the Securities Administrator may proceed with the execution and
filing of the Form 10-D. No later than the 13th calendar day after the related Distribution Date, a
duly authorized officer of the Master Servicer shall sign the Form 10-D and, in the case where the
Master Servicer and Securities Administrators are not affiliated return an electronic or fax copy of
such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the
Securities Administrator. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D
needs to be amended, the Securities Administrator will follow the procedures set forth in
Section 3.18(v)(B). Promptly (but no later than one (1) Business Day) after filing with the Commission,
the Securities Administrator will make available on its internet website, identified in Section 6.10, a
final executed copy of each Form 10-D filed by the Securities Administrator. The signing party at the
Master Servicer can be contacted as set forth in Section 11.07. Form 10-D requires the registrant to
indicate (by checking "yes" or "no") that it (1) has filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. The Depositor shall notify the Securities Administrator in writing, no later than the
fifth calendar day after the related Distribution Date with respect to the filing of a report on Form
10-D if the answer to the questions should be "no". The Securities Administrator shall be entitled to
rely on the representations in Section 2.06(g) and in any such notice in preparing, executing and/or
filing any such report. The parties to this Agreement acknowledge that the performance by the Master
Servicer and the Securities Administrator of their respective duties under Sections 3.18(a)(i) and (vi)
related to the timely preparation, execution and filing of Form 10-D is contingent upon such parties
strictly observing all applicable deadlines in the performance of their duties under such Sections.
Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss,
expense, damage or claim arising out of or with respect to any failure to properly prepare, execute
and/or timely file such Form 10-D, where such failure results from a party's failure to deliver, on a
timely basis, any information from such party needed to prepare, arrange for execution or file such Form
10-D, not resulting from its own negligence, bad faith or willful misconduct.
(iii) (A) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each
such event, a "Reportable Event"), the Securities Administrator shall prepare and file, at the direction of the
Depositor, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor
shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or
information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K
Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth
on Exhibit Q to the Master Servicer and the Depositor, approved for inclusion by the Depositor, and the Master
Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure
Information absent such reporting (other than with respect to cases in which the Securities Administrator is the
reporting party as set forth in Exhibit Q) and approval.
(B) For so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of
business on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth in
Exhibit Q shall be required pursuant to Section 3.18(a)(iv) below to provide, and the Master Servicer
will enforce the obligations of each Servicer (to the extent provided in the related Servicing
Agreement) to provide, to the Securities Administrator and the Depositor, to the extent known by a
responsible officer thereof, in XXXXX-compatible form, or in such other form as otherwise agreed upon by
the Securities Administrator and the Depositor and such party, the form and substance of any Form 8-K
Disclosure Information, if applicable, and (ii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. The
Depositor will be responsible for any reasonable fees and out-of-pocket expenses assessed or incurred by
the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form
8-K pursuant to this Section.
(C) After preparing the Form 8-K, the Securities Administrator shall forward electronically a copy of the Form 8-K
to the Depositor and the Master Servicer for review. No later than 12:00 p.m. New York City time on the
4th Business Day after the Reportable Event, a duly authorized officer of the Master Servicer shall sign
the Form 8-K and, in the case where the Master Servicer and the Securities Administrator are not
affiliated, return an electronic or fax copy of such signed Form 8-K (with an original executed hard
copy to follow by overnight mail) to the Securities Administrator. Promptly, but no later than the
close of business on the 3rd Business Day after the Reportable Event (provided that, the Securities
Administrator forwards a copy of the Form 8-K no later than noon New York time on the third Business Day
after the Reportable Event), the Depositor shall notify the Securities Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form 8-K. If a Form 8-K cannot
be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator
will follow the procedures set forth in Section 3.18(a)(v)(C). Promptly (but no later than one (1)
Business Day) after filing with the Commission, the Securities Administrator will make available on its
internet website, identified in Section 6.07, a final executed copy of each Form 8-K filed by the
Securities Administrator. The signing party at the Master Servicer can be contacted as set forth in
Section 11.07. The parties to this Agreement acknowledge that the performance by the Master Servicer
and the Securities Administrator of their respective duties under this Section 3.18(a)(ii) related to
the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly
observing all applicable deadlines in the performance of their duties under this Section 3.18(a)(ii).
Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss,
expense, damage or claim arising out of or with respect to any failure to properly prepare, execute
and/or timely file such Form 8-K, where such failure results from a party's failure to deliver, on a
timely basis, any information from such party needed to prepare, arrange for execution or file such Form
8-K, not resulting from its own negligence, bad faith or willful misconduct.
(iv) (A) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by
the Exchange Act (the "10-K Filing Deadline") (it being understood that the fiscal year for the Trust ends on
December 31st of each year), commencing in March 2007, the Securities Administrator shall prepare and file on
behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K
shall include the following items, in each case to the extent they have been delivered to the Securities
Administrator within the applicable time frames set forth in this Agreement, (I) an annual compliance statement
for each Servicer, the Master Servicer, the Securities Administrator and any subservicer or Subcontractor, as
applicable, as described under Section 3.16, (II)(A) the annual reports on assessment of compliance with
Servicing Criteria for the Master Servicer, each subservicer and subcontractor Participating in the Servicing
Function and the Custodian, as described under Section 3.17, and (B) if any such report on assessment of
compliance with servicing criteria described under Section 3.17 identifies any material instance of
noncompliance, disclosure identifying such instance of noncompliance, or if any such report on assessment of
compliance with Servicing Criteria described under Section 3.17 is not included as an exhibit to such Form 10-K,
disclosure that such report is not included and an explanation why such report is not included, (III)(A) the
registered public accounting firm attestation report for the Master Servicer, each Servicer, the Securities
Administrator, each subservicer, each Subcontractor as applicable, and the Custodian, as described under Section
3.17, and (B) if any registered public accounting firm attestation report described under Section 3.17 identifies
any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such
registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure
that such report is not included and an explanation why such report is not included, and (IV) a Xxxxxxxx-Xxxxx
Certification ("Xxxxxxxx-Xxxxx Certification") as described in this Section 3.18 (a)(iii)(D) below (provided,
however, that the Securities Administrator, at its discretion, may omit from the Form 10-K any annual compliance
statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K
pursuant to Regulation AB). Any disclosure or information in addition to (I) through (IV) above that is required
to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately
below, be reported by the parties set forth on Exhibit Q to the Securities Administrator and the Depositor,
approved for inclusion by the Depositor, and the Securities Administrator will have no duty or liability for any
failure hereunder to determine or prepare any Additional Form 10-K Disclosure absent such reporting (other than
with respect to case in which the Securities Administrator is the reporting party as set forth in Exhibit Q) and
approval.
(B) No later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements,
commencing in 2007, (i) the parties set forth in Exhibit Q shall be required to provide, and the Master
Servicer shall enforce the obligations of each Servicer (to the extent provided in the related Servicing
Agreement) to provide, pursuant to Section 3.18(a)(iv) below to the Securities Administrator and the
Depositor, to the extent known by a responsible officer thereof, in XXXXX-compatible form, or in such
other form as otherwise agreed upon by the Securities Administrator and the Depositor and such party,
the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K. The Depositor shall be responsible for any reasonable
fees and expenses assessed or incurred by the Securities Administrator in connection with including any
Additional Form 10-K Disclosure on Form 10-K pursuant to this Section.
(C) After preparing the Form 10-K, the Securities Administrator shall forward electronically a copy of the
Form 10-K to the Depositor (only in the case where such Form 10-K includes Additional Form 10-K
Disclosure and otherwise if requested by the Depositor) and the Master Servicer for review. Within
three Business Days after receipt of such copy, but no later than March 25th (provided that, the
Securities Administrator forwards a copy of the Form 10-K no later than the third Business Day prior to
March 25th), the Depositor shall notify the Securities Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K. In the absence of receipt of any
written changes or approval, the Securities Administrator shall be entitled to assume that such Form
10-K is in final form and the Securities Administrator may proceed with the execution and filing of the
Form 10-K. No later than the close of business Eastern Standard time on the 4th Business Day prior to
the 10-K Filing Deadline, an officer of the Master Servicer in charge of the master servicing function
shall sign the Form 10-K and in the case where the Master Servicer and the Securities Administrator are
unaffiliated, return an electronic or fax copy of such signed Form 10-K (with an original executed hard
copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on
time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow
the procedures set forth in Section 3.18(a)(v)(C). Promptly (but no later than one (1) Business Day)
after filing with the Commission, the Securities Administrator will make available on its internet
website, identified in Section 6.07, a final executed copy of each Form 10-K filed by the Securities
Administrator. The signing party at the Master Servicer can be contacted as set forth in Section 11.07.
Form 10-K requires the registrant to indicate (by checking "yes" or "no") that it (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. The Depositor shall notify the Securities
Administration in writing, no later than March 15th after the related Distribution Date with respect to
the filing of a report on Form 10-K, if the answer to the questions should be "no". The Securities
Administrator shall be entitled to rely on the representations in Section 2.06(g) and in any such notice
in preparing, executing and/or filing any such report. The parties to this Agreement acknowledge that
the performance by the Master Servicer and the Securities Administrator of their respective duties under
Section 3.18(a)(iv) related to the timely preparation, execution and filing of Form 10-K is contingent
upon such parties strictly observing all applicable deadlines in the performance of their duties under
such Section, Section 3.16 and Section 3.17. Neither the Master Servicer not the Securities
Administrator shall have any liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such
failure results from the Master Servicer's or the Securities Administrator's inability or failure to
receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for
execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct. Subject to the foregoing, the Securities Administrator has no duty under this Agreement to
monitor or enforce the performance by the other parties listed on Exhibit Q of their duties under this
paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure
information.
(D) Each Form 10-K shall include a certification (the "Xxxxxxxx-Xxxxx Certification"), required to be included
therewith pursuant to the Xxxxxxxx-Xxxxx Act which shall be signed by the Certifying Person and
delivered to the Securities Administrator no later than March 15th of each year in which the Trust is
subject to the reporting requirements of the Exchange Act. The Master Servicer shall cause any
subservicer or subcontractor, to the extent set forth in the related Servicing Agreement, engaged by it
to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the "Certifying Person"), by March
10 of each year in which the Trust is subject to the reporting requirements of the Exchange Act (or such
other date specified in the related Servicing Agreement) and otherwise within a reasonable period of
time upon request, a certification (each, a "Back-Up Certification"), in the form attached hereto as
Exhibit N, upon which the Certifying Person, the entity for which the Certifying Person acts as an
officer, and such entity's officers, directors and Affiliates (collectively with the Certifying Person,
"Certification Parties") can reasonably rely. An officer of the Master Servicer in charge of the master
servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the
Certifying Person can be contacted as set forth in Section 11.07.
(v) With respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or any Form 8-K
Disclosure Information (collectively, the "Additional Disclosure") relating to the Trust Fund in the form
attached hereto as Exhibit R, the Securities Administrator's obligation to include such Additional Information in
the applicable Exchange Act report is subject to receipt from the entity that is indicated in Exhibit Q as the
responsible party for providing that information, if other than the Securities Administrator, as and when
required as described in Section 3.18(a)(i) through (iii) above. Such Additional Disclosure shall be accompanied
by a notice substantially in the form of Exhibit R. Each of the Company as a Servicer, the Master Servicer, the
Sponsor, the Securities Administrator and the Depositor hereby agrees to notify and provide, and the Master
Servicer agrees to enforce the obligations (to the extent provided in the related Servicing Agreement) to the
extent known to the Master Servicer, Sponsor, Securities Administrator and Depositor all Additional Disclosure
relating to the Trust Fund, with respect to which such party is indicated in Exhibit Q as the responsible party
for providing that information. Within five Business Days prior to each Distribution Date of each year that the
Trust is subject to the Exchange Act reporting requirements, the Depositor shall make available to the Securities
Administrator the Group I Significance Estimate and the Securities Administrator shall use such information to
calculate the Group I Significance Percentage. If the Group I Significance Percentage meets either of the
threshold levels detailed in Item 1115(b)(1) or 1115(b)(2) of Regulation AB, the Securities Administrator shall
deliver written notification to the Depositor, the related Counterparty to that effect. The Depositor shall
request from the related Counterparty any information required under Regulation AB to the extent required under
the related Cap Contract Agreement. The Depositor will be obligated pursuant to the related Cap Contract
Agreement to provide to the Securities Administrator any information that may be required to be included in any
Form 10-D, Form 8-K or Form 10-K or written notification instructing the Securities Administrator that such
Additional Disclosure regarding the related Counterparty is not necessary for such Distribution Date. The
Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Securities
Administrator in connection with including any Additional Disclosure information pursuant to this section.
So long as the Depositor is subject to the filing requirements of the Exchange Act with respect
to the Trust Fund, the Trustee shall notify the Securities Administrator and the Depositor of any bankruptcy or
receivership with respect to the Trustee or of any proceedings of the type described under Item 1117 of
Regulation AB that have occurred as of the related Due Period, together with a description thereof, no later than
the date on which such information is required of other parties hereto as set forth under this Section 3.18. In
addition, the Trustee shall notify the Securities Administrator and the Depositor of any affiliations or
relationships that develop after the Closing Date between the Trustee and the Depositor, EMC, the Securities
Administrator, the Master Servicer, the Counterparty or the Custodian of the type described under Item 1119 of
Regulation AB, together with a description thereof, no later than March 15 of each year that the Trust is subject
to the Exchange Act reporting requirements, commencing in 2007. Should the identification of any of the
Depositor, the Sponsor, the Securities Administrator, the Master Servicer, the Counterparty or the Custodian
change, the Depositor shall promptly notify the Trustee.
(vi) (A) On or prior to January 30 of the first year in which the Securities Administrator is able to do so under
applicable law, the Securities Administrator shall prepare and file a Form 15 relating to the automatic
suspension of reporting in respect of the Trust under the Exchange Act.
(B) In the event that the Securities Administrator is unable to timely file with the Commission all or any
required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required
disclosure information was either not delivered to it or delivered to it after the delivery deadlines
set forth in this Agreement or for any other reason, the Securities Administrator will promptly notify
the Depositor and the Master Servicer. In the case of Form 10-D and 10-K, the Depositor, Master
Servicer and Securities Administrator will cooperate to prepare and file a Form 12b-25 and a 10-DA and
10-KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the
Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the
approval and direction of the Depositor, include such disclosure information on the next Form 10-D. In
the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended and such amendment
relates to any Additional Disclosure, the Securities Administrator will notify the Depositor and the
parties affected thereby and such parties will cooperate to prepare any necessary 8-K, 10-DA or 10-KA.
Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by an appropriate
officer of the Master Servicer. The parties hereto acknowledge that the performance by the Master
Servicer and the Securities Administrator of their respective duties under this Section 3.18(a)(v)
related to the timely preparation, execution and filing of Form 15, a Form 12b-25 or any amendment to
Form 8-K, 10-D or 10-K is contingent upon the Master Servicer and the Depositor timely performing their
duties under this Section. Neither the Master Servicer nor the Securities Administrator shall have any
liability for any loss, expense, damage or claim arising out of or with respect to any failure to
properly prepare, execute and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms
8-K, 10-D or 10-K, where such failure results from a party's failure to deliver, on a timely basis, any
information from such party needed to prepare, arrange for execution or file such Form 15, Form 12b-25
or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or
willful misconduct.
The Depositor agrees to promptly furnish to the Securities Administrator, from time to time
upon request, such further information, reports and financial statements within its control related to this
Agreement, the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file
all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any
items other than those specified in this Section 3.18; provided, however, the Securities Administrator will
cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the
Depositor deems necessary under the Exchange Act. Fees and expenses incurred by the Securities Administrator in
connection with this Section 3.18 shall not be reimbursable from the Trust Fund.
(b) In connection with the filing of any Form 10-K hereunder, in the case where the Master Servicer and the
Securities Administrator are not affiliated, the Securities Administrator shall sign a certification (a "Form of
Back-Up Certification for Form 10-K Certificate," substantially in the form attached hereto as Exhibit L) for the
Depositor regarding certain aspects of the Form 10-K certification signed by the Master Servicer, provided,
however, that the Securities Administrator shall not be required to undertake an analysis of any accountant's
report attached as an exhibit to the Form 10-K.
(c) The Securities Administrator shall indemnify and hold harmless, the Company, the Depositor and the Master
Servicer and each of its officers, directors and affiliates from and against any losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the Securities Administrator's obligations under Sections 3.16, 3.17 and
3.18 or the Securities Administrator's negligence, bad faith or willful misconduct in connection therewith. In
addition, the Securities Administrator shall indemnify and hold harmless the Depositor and the Master Servicer
and each of their respective officers, directors and affiliates from and against any losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon (i) any untrue statement or alleged untrue statement of any material fact contained
in any Back-Up Certification, any Annual Statement of Compliance, any Assessment of Compliance or any Additional
Disclosure provided by the Securities Administrator on its behalf or on behalf of any subservicer or
subcontractor engaged by the Securities Administrator pursuant to Section 3.16, 3.17 or 3.18 (the "Securities
Administrator Information"), or (ii) any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances in which they
were made, not misleading; provided, by way of clarification, that this paragraph shall be construed solely by
reference to the Securities Administrator Information and not to any other information communicated in connection
with the Certificates, without regard to whether the Securities Administrator Information or any portion thereof
is presented together with or separately from such other information.
The Depositor shall indemnify and hold harmless the Securities Administrator and the Master Servicer and
each of its officers, directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the obligations of the Depositor under Sections 3.16, 3.17 and 3.18 or
the Depositor's negligence, bad faith or willful misconduct in connection therewith. In addition, the Depositor
shall indemnify and hold harmless the Master Servicer, the Securities Administrator and each of their respective
officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or
based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Additional
Disclosure provided by the Depositor that is required to be filed pursuant to this Section 3.18 (the "Depositor
Information"), or (ii) any omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances in which they were made, not
misleading; provided, by way of clarification, that this paragraph shall be construed solely by reference to the
Depositor Information that is required to be filed and not to any other information communicated in connection
with the Certificates, without regard to whether the Depositor Information or any portion thereof is presented
together with or separately from such other information.
The Master Servicer shall indemnify and hold harmless the Company, the Securities Administrator and the
Depositor and each of its respective officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs
and expenses arising out of or based upon a breach of the obligations of the Master Servicer under Sections 3.16,
3.17 and 3.18 or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. In
addition, the Master Servicer shall indemnify and hold harmless the Depositor and each of its officers, directors
and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments and other costs and expenses arising out of or based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in any Annual Statement of Compliance, any
Assessment of Compliance or any Additional Disclosure provided by the Master Servicer on its behalf or on behalf
of any subservicer or subcontractor engaged by the Master Servicer pursuant to Section 3.16, 3.17 or 3.18 (the
"Master Servicer Information"), or (ii) any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances in which they
were made, not misleading; provided, by way of clarification, that this paragraph shall be construed solely by
reference to the Master Servicer Information and not to any other information communicated in connection with the
Certificates, without regard to whether the Master Servicer Information or any portion thereof is presented
together with or separately from such other information.
If the indemnification provided for herein is unavailable or insufficient to hold harmless the Company,
the Depositor, the Securities Administrator or the Master Servicer, as applicable, then the defaulting party, in
connection with any conduct for which it is providing indemnification under this Section 3.18, agrees that it
shall contribute to the amount paid or payable by the other parties as a result of the losses, claims, damages or
liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the
relative benefit of the respective parties.
(d) The indemnification provisions set forth in this Section 3.18 shall survive the termination of this Agreement
or the termination of any party to this Agreement.
(e) Failure of the Master Servicer to comply with this Section 3.18 (including with respect to the timeframes
required herein) shall constitute an Event of Default, and at the written direction of the Depositor, the Trustee
shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to
damages, including injunctive relief and specific performance, upon notice immediately terminate all of the
rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof without compensating the Master Servicer for the same (but subject to the Master Servicer rights
to payment of any Master Servicing compensation and reimbursement of all amounts for which it is entitled to be
reimbursed prior to the date of termination). Failure of the Securities Administrator to comply with this
Section 3.18 (including with respect to the timeframes required in this Section) which failure results in a
failure to timely file the related Form 10-K, shall constitute a default and at the written direction of the
Depositor, the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law
or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate
all of the rights and obligations of the Securities Administrator under this Agreement and in and to the Mortgage
Loans and the proceeds thereof without compensating the Securities Administrator for the same (but subject to the
Securities Administrator's right to reimbursement of all amounts for which it is entitled to be reimbursed prior
to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other
agreement to the contrary. In connection with the termination of the Master Servicer or the Securities
Administrator pursuant to this Section 3.18(c) the Trustee shall be entitled to reimbursement of all costs and
expenses associated with such termination to the extent set forth in Section 9.05. Notwithstanding anything to
the contrary in this Agreement, no Event of Default by the Master Servicer or default by the Securities
Administrator shall have occurred with respect to any failure to properly prepare, execute and/or timely file any
report on Form 8-K, Form 10-D or Form 10-K, any Form 15 or Form 12b-25 or any amendments to Form 8-K, 10-D or
10-K, where such failure results from any party's failure to deliver, on a timely basis, any information from
such party needed to prepare, arrange for execution or file any such report, Form or amendment, and does not
result from its own negligence, bad faith or willful misconduct.
(f) Notwithstanding the provisions of Section 11.02, this Section 3.18 may be amended without the consent of the
Certificateholders.
Any report, notice or notification to be delivered by the Company, the Master Servicer or the Securities
Administrator to the Depositor pursuant to this Section 3.18, may be delivered via email to
XxxXXXxxxxxxxxxxxx@xxxx.xxx or, in the case of a notification, telephonically by calling Reg AB Compliance
Manager at 000-000-0000.
Section 3.19. The Company. On the Closing Date, the Company will receive from the Depositor a payment of $5,000.
Section 3.20. UCC. The Sponsor shall file any financing statements, continuation statements or amendments thereto
required by any change in the Uniform Commercial Code.
Section 3.21. Optional Purchase of Defaulted Mortgage Loans. (a) With respect to any Mortgage Loan which as of
the first day of a Fiscal Quarter is Delinquent in payment by 90 days or more or is an REO Property, the Company
shall have the right to purchase such Mortgage Loan from the Trust at a price equal to the Repurchase Price;
provided, however, (i) that such Mortgage Loan is still 90 days or more Delinquent or is an REO Property as of
the date of such purchase and (ii) this purchase option, if not theretofore exercised, shall terminate on the
date prior to the last day of the related Fiscal Quarter. This purchase option, if not exercised, shall not be
thereafter reinstated unless the delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or
more Delinquent or becomes an REO Property, in which case the option shall again become exercisable as of the
first day of the related Fiscal Quarter.
(b) If at any time the Company remits to the Master Servicer a payment for deposit in the Distribution Account
covering the amount of the Repurchase Price for such a Mortgage Loan, and the Company provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the
Distribution Account, then the Trustee shall execute the assignment of such Mortgage Loan to the Company at the
request of the Company without recourse, representation or warranty and the Company shall succeed to all of the
Trustee's right, title and interest in and to such Mortgage Loan, and all security and documents relative
thereto. Such assignment shall be an assignment outright and not for security. The Company will thereupon own
such Mortgage, and all such security and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.
Section 3.22. Reserved.
Section 3.23. Intention of the Parties and Interpretation.
Each of the parties acknowledges and agrees that the purpose of Sections 3.16, 3.17 and 3.18 of this
Agreement is to facilitate compliance by the Sponsor, the Depositor and the Master Servicer with the provisions
of Regulation AB. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall
be interpreted in such a manner as to accomplish that purpose, (b) the parties' obligations hereunder will be
supplemented and modified in writing, as agreed to and executed by the parties hereto, as necessary to be
consistent with any such amendments, interpretive advice or guidance, convention or consensus among active
participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the
requirements of Regulation AB, (c) the parties shall comply with reasonable requests made by the Sponsor, or the
Depositor, or the Master Servicer or the Securities Administrator for delivery of additional or different
information as the Sponsor, the Depositor, or the Master Servicer or the Securities Administrator may determine
in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement
shall be required to effect any such changes in the parties' obligations as are necessary to accommodate evolving
interpretations of the provisions of Regulation AB. All costs, expenses, fees, liabilities, charges and amounts
(including legal fees) incurred by the Trustee in connection with this Section 3.23 shall be fully reimbursed to
the Trustee pursuant to Section 4.05(l).
Section 3.24. Lender-Paid PMI Policy.
The Master Servicer shall pay, on behalf of the Trustee and the Certificateholders, fees or premiums in
connection with any Lender-Paid PMI Policy with respect to any GMAC Mortgage Loan covered by a Lender-Paid PMI
Policy, necessary to keep any such Lender-Paid PMI Policy in full force and effect. Such amounts shall be
payable, in each case, to the extent such related Mortgage Loan is identified on the Mortgage Loan Schedule as
beging covered by a Lender-Paid PMI Policy and to the extent and in such amount as such fees or premiums are
identified to the Master Servicer by GMAC with respect to each such Mortgage Loan.
ARTICLE IV
Accounts
Section 4.01. Protected Accounts. (a) The Master Servicer shall enforce the obligation of each Servicer to
establish and maintain a Protected Account in accordance with the applicable Servicing Agreement, with records to
be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited
within 48 hours (or as of such other time specified in the related Servicing Agreement) of receipt, all
collections of principal and interest on any Mortgage Loan and with respect to any REO Property received by a
Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation Proceeds and advances made from the
Servicer's own funds (less servicing compensation as permitted by the applicable Servicing Agreement in the case
of any Servicer) and all other amounts to be deposited in the Protected Account. Servicing Compensation in the
form of assumption fees, if any, late payment charges, as collected, if any, or otherwise (but not including any
Prepayment Charge) shall be retained by the applicable Servicer and shall not be deposited in the Protected
Account. The Servicer is hereby authorized to make withdrawals from and deposits to the related Protected
Account for purposes required or permitted by this Agreement. To the extent provided in the related Servicing
Agreement, the Protected Account shall be held by a Designated Depository Institution and segregated on the books
of such institution in the name of the Trustee for the benefit of Certificateholders.
(b) To the extent provided in the related Servicing Agreement, amounts on deposit in a Protected Account may be
invested in Permitted Investments in the name of the Trustee for the benefit of Certificateholders and, except as
provided in the preceding paragraph, not commingled with any other funds. Such Permitted Investments shall
mature, or shall be subject to redemption or withdrawal, no later than the date on which such funds are required
to be withdrawn for deposit in the Distribution Account, and shall be held until required for such deposit. The
income earned from Permitted Investments made pursuant to this Section 4.01 shall be paid to the related Servicer
under the applicable Servicing Agreement, and the risk of loss of moneys required to be distributed to the
Certificateholders resulting from such investments shall be borne by and be the risk of the related Servicer.
The related Servicer (to the extent provided in the Servicing Agreement) shall deposit the amount of any such
loss in the Protected Account within two Business Days of receipt of notification of such loss but not later than
the second Business Day prior to the Distribution Date on which the moneys so invested are required to be
distributed to the Certificateholders.
(c) To the extent provided in the related Servicing Agreement and subject to this Article IV, on or before each
Servicer Remittance Date, the related Servicer shall withdraw or shall cause to be withdrawn from its Protected
Accounts and shall immediately deposit or cause to be deposited in the Distribution Account amounts representing
the following collections and payments (other than with respect to principal of or interest on the Mortgage Loans
due on or before the Cut-off Date) with respect to each Loan Group or Sub-Loan Group, as applicable:
(i) Scheduled Payments on the Mortgage Loans received or any related portion thereof advanced by such Servicer
pursuant to its Servicing Agreement which were due during or before the related Due Period, net of the amount
thereof comprising its Servicing Fee or any fees with respect to any lender-paid primary mortgage insurance
policy;
(ii) Full Principal Prepayments and any Liquidation Proceeds received by such Servicer with respect to the
Mortgage Loans in the related Prepayment Period (or, in the case of Subsequent Recoveries, during the related Due
Period), with interest to the date of prepayment or liquidation, net of the amount thereof comprising its
Servicing Fee;
(iii) Partial Principal Prepayments received by such Servicer for the Mortgage Loans in the related Prepayment
Period; and
(iv) Any amount to be used as a Monthly Advance.
(d) Withdrawals may be made from an Account only to make remittances as provided in Section 4.01(c), 4.04 and
4.05; to reimburse the Master Servicer or a Servicer for Monthly Advances which have been recovered by subsequent
collections from the related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other
such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this
Agreement in accordance with Section 10.01. As provided in Sections 4.01(c) and 4.04(b) certain amounts
otherwise due to the Servicers may be retained by them and need not be deposited in the Distribution Account.
(e) The Master Servicer shall not itself waive (or authorize a Servicer to waive, unless such Servicer is allowed
to waive in accordance with the terms of the related Servicing Agreement) any Prepayment Charge that the Trust
would otherwise be entitled to unless: (i) the enforceability thereof shall have been limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally, (ii) the
enforcement thereof is illegal, or any local, state or federal agency has threatened legal action if the
prepayment penalty is enforced, (iii) the mortgage debt has been accelerated in connection with a foreclosure or
other involuntary payment or (iv) such waiver is standard and customary in servicing similar Mortgage Loans and
relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Master
Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the
related Mortgage Loan. In no event will the Master Servicer itself waive a Prepayment Charge in connection with
a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default. If a
Prepayment Charge is waived by the Master Servicer, but does not meet the standards described above, then the
Master Servicer is required to pay the amount of such waived Prepayment Charge by depositing such amount into the
Distribution Account by the immediately succeeding Distribution Account Deposit Date.
Section 4.02. [Reserved].
Section 4.03. [Reserved].
Section 4.04. Distribution Account. (a) The Securities Administrator shall establish and maintain in the name of
the Trustee, for the benefit of the Certificateholders, the Distribution Account as a segregated trust account or
accounts.
(b) The Master Servicer and the Securities Administrator will each deposit in the Distribution Account as
identified and as received by each of them, the following amounts:
(i) Any amounts received from the Servicers and constituting Available Funds;
(ii) Any Monthly Advance and any Compensating Interest Payments required to be made by the Master Servicer
pursuant to this Agreement;
(iii) Any Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of the Master Servicer or which
were not deposited in a Protected Account;
(iv) The Repurchase Price with respect to any Mortgage Loans purchased by the Sponsor pursuant to the Mortgage
Loan Purchase Agreement or Sections 2.02 or 2.03 hereof, any amounts which are to be treated pursuant to
Section 2.04 of this Agreement as the payment of a Repurchase Price in connection with the tender of a Substitute
Mortgage Loan by the Sponsor, the Repurchase Price with respect to any Mortgage Loans purchased by the Company
pursuant to Section 3.21, and all proceeds of any Mortgage Loans or property acquired with respect thereto
repurchased by the Depositor or its designee pursuant to Section 10.01;
(v) Any amounts required to be deposited with respect to losses on investments of deposits in an Account;
(vi) Any amounts received by the Master Servicer or Securities Administrator, or required to be paid by the Master
Servicer, in connection with any Prepayment Charge on the Prepayment Charge Loans; and
(vii) Any other amounts received by or on behalf of the Master Servicer and required to be deposited in the
Distribution Account pursuant to this Agreement.
(c) All amounts deposited to the Distribution Account shall be held by the Securities Administrator in the name of
the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of
this Agreement.
(d) The requirements for crediting the Distribution Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments in the nature of (i) late payment charges or
assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and
charges and (ii) the items enumerated in Section 4.05 with respect to the Securities Administrator, the Master
Servicer and the Servicers, need not be credited by the Master Servicer or the Servicers to the Distribution
Account. Amounts received by the Master Servicer or the Securities Administrator in connection with Prepayment
Charges on the Prepayment Charge Loans shall be deposited into the Class XP Reserve Account by such party upon
receipt thereof. In the event that the Master Servicer or the Securities Administrator shall deposit or cause to
be deposited to the Distribution Account any amount not required to be credited thereto, the Securities
Administrator, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer,
shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding.
(e) The Distribution Account shall constitute a trust account of the Trust Fund segregated on the books of the
Securities Administrator and held by the Securities Administrator in trust in its Corporate Trust Office, and the
Distribution Account and the funds deposited therein shall not be subject to, and shall be protected from, all
claims, liens, and encumbrances of any creditors or depositors of the Securities Administrator or the Master
Servicer (whether made directly, or indirectly through a liquidator or receiver of the Securities Administrator
or the Master Servicer). The Distribution Account shall be an Eligible Account. The amount at any time credited
to the Distribution Account shall be invested in the name of the Trustee, in such Permitted Investments selected
by the Master Servicer or the Depositor. The Master Servicer or the Depositor shall select the Permitted
Investments for the funds on deposit in the Distribution Account. All Permitted Investments shall mature or be
subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date
if the obligor for such Permitted Investment is the Securities Administrator or, if such obligor is any other
Person, the Business Day preceding such Distribution Date, in the case of Permitted Investments for the benefit
of the Master Servicer and the Depositor. With respect to the Distribution Account and the funds deposited
therein, the Securities Administrator shall take such action as may be necessary to ensure that the
Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim
against the estate of the Trustee) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant
thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking
corporations.
(f) Any and all investment earnings and losses on amounts on deposit in the Distribution Account for a maximum
period of two Business Days preceding the Distribution Date shall be for the account of the Master Servicer. The
Master Servicer and the Depositor from time to time shall be permitted to withdraw or receive distribution of any
and all investment earnings from the Distribution Account on behalf of itself. The risk of loss of moneys
required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the
risk of the Master Servicer and the Depositor based on the Permitted Investments on which such loss is incurred.
The Master Servicer shall deposit the amount of any such loss in the Distribution Account within two Business
Days of receipt of notification of such loss but not later than the Distribution Date on which the moneys so
invested are required to be distributed to the Certificateholders.
Section 4.05. Permitted Withdrawals and Transfers from the Distribution Account. The Securities Administrator
will, from time to time on demand of the Master Servicer (or with respect to clause (l) hereto, on demand of the
Trustee, the Securities Administrator or the Custodian), make or cause to be made such withdrawals or transfers
from the Distribution Account as the Master Servicer has designated for such transfer or withdrawal pursuant to
this Agreement and the Servicing Agreements or as the Securities Administrator deems necessary for the following
purposes:
(a) to reimburse the Master Servicer or any Servicer for any Monthly Advance of its own funds, the right of the
Master Servicer or a Servicer to reimbursement pursuant to this subclause (i) being limited to amounts received
on a particular Mortgage Loan (including, for this purpose, the Repurchase Price therefor, Insurance Proceeds and
Liquidation Proceeds) which represent late payments or recoveries of the principal of or interest on such
Mortgage Loan with respect to which such Monthly Advance was made;
(b) to reimburse the Master Servicer or any Servicer from Insurance Proceeds or Liquidation Proceeds relating to a
particular Mortgage Loan for amounts expended by the Master Servicer or such Servicer in good faith in connection
with the restoration of the related Mortgaged Property which was damaged by an Uninsured Cause or in connection
with the liquidation of such Mortgage Loan;
(c) to reimburse the Master Servicer or any Servicer from Insurance Proceeds relating to a particular Mortgage
Loan for insured expenses incurred with respect to such Mortgage Loan and to reimburse the Master Servicer or
such Servicer from Liquidation Proceeds from a particular Mortgage Loan for Liquidation Expenses incurred with
respect to such Mortgage Loan; provided that the Master Servicer shall not be entitled to reimbursement for
Liquidation Expenses with respect to a Mortgage Loan to the extent that (i) any amounts with respect to such
Mortgage Loan were paid as Excess Liquidation Proceeds pursuant to clause (xi) of this Section 4.05(a) to the
Master Servicer; and (ii) such Liquidation Expenses were not included in the computation of such Excess
Liquidation Proceeds;
(d) to pay the Master Servicer or any Servicer, as appropriate, from Liquidation Proceeds or Insurance Proceeds
received in connection with the liquidation of any Mortgage Loan, the amount which the Master Servicer or such
Servicer would have been entitled to receive under clause (ix) of this Section 4.05(a) as servicing compensation
on account of each defaulted scheduled payment on such Mortgage Loan if paid in a timely manner by the related
Mortgagor;
(e) to pay the Master Servicer or any Servicer from the Repurchase Price for any Mortgage Loan, the amount which
the Master Servicer or such Servicer would have been entitled to receive under clause (ix) of this Section
4.05(a) as servicing compensation;
(f) to reimburse the Master Servicer or any Servicer for advances of funds (other than Monthly Advances) made with
respect to the Mortgage Loans, and the right to reimbursement pursuant to this clause being limited to amounts
received on the related Mortgage Loan (including, for this purpose, the Repurchase Price therefor, Insurance
Proceeds and Liquidation Proceeds) which represent late recoveries of the payments for which such advances were
made;
(g) to reimburse the Master Servicer or any Servicer for any Nonrecoverable Advance that has not been reimbursed
pursuant to clauses (i) and (vi);
(h) to pay the Master Servicer as set forth in Section 3.14;
(i) to reimburse the Master Servicer for expenses, costs and liabilities incurred by and reimbursable to it
pursuant to Sections 3.03, 7.04(c) and (d);
(j) to pay to the Master Servicer, as additional servicing compensation, any Excess Liquidation Proceeds to the
extent not retained by the related Servicer;
(k) to reimburse or pay any Servicer any such amounts as are due thereto under the applicable Servicing Agreement
and have not been retained by or paid to the Servicer, to the extent provided in the related Servicing Agreement;
(l) to reimburse the Trustee, the Securities Administrator or the Custodian for expenses, costs and liabilities
incurred by or reimbursable to it pursuant to this Agreement;
(m) to remove amounts deposited in error;
(n) to clear and terminate the Distribution Account pursuant to Section 10.01; and
(o) to pay the Depositor as set forth in Section 4.04(e).
(p) The Securities Administrator shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan
basis and shall provide a copy to the Securities Administrator, for the purpose of accounting for any
reimbursement from the Distribution Account pursuant to clauses (i) through (vi) and (viii) or with respect to
any such amounts which would have been covered by such clauses had the amounts not been retained by the Master
Servicer without being deposited in the Distribution Account under Section 4.04(b). Reimbursements made pursuant
to clauses (vii), (ix), (xi) and (xii) will be allocated between the Loan Groups or Sub-Loan Groups, as
applicable, pro rata based on the aggregate Stated Principal Balances of the Mortgage Loans in each Loan Group or
Sub-Loan Group, as applicable.
(q) On each Distribution Date, the Securities Administrator shall distribute the Interest Funds, Principal Funds
and Available Funds to the extent on deposit in the Distribution Account for each Loan Group or Sub-Loan Group,
as applicable, to the Holders of the related Certificates in accordance with Section 6.01.
Section 4.06. Reserve Fund. (a) On or before the Closing Date, the Securities Administrator shall establish one
or more segregated trust accounts (the "Reserve Fund") in the name of the Trustee on behalf of the Holders of
the Group I Offered, Class I-B-3 and Class B-IO Certificates. The Reserve Fund must be an Eligible Account. The
Reserve Fund shall be entitled "Reserve Fund, Citibank, N.A. as Trustee f/b/o holders of Structured Asset
Mortgage Investments II Inc., Bear Xxxxxxx ALT-A Trust 2006-4, Mortgage Pass-Through Certificates, Series
2006-4." The Securities Administrator shall demand payment of all money payable by the Counterparty under the Cap
Contracts. The Securities Administrator shall deposit in the Reserve Fund all payments received by it from the
Counterparty pursuant to the Cap Contracts and, prior to distribution of such amounts pursuant to Sections
6.01(a) and 6.02(i)(a), all payments described under the ninth and tenth clauses of Section 6.01(a) and clause
(J) of Section 6.02(i)(a). All Cap Contract Payment Amounts received from Cap Contracts benefiting the Group I
Offered and Class I-B-3 Certificateholders and the amounts described in the ninth and tenth clauses of Section
6.01(a) deposited to the Reserve Fund shall be held by the Securities Administrator in the name of the Trustee on
behalf of the Trust, in trust for the benefit of the Group I Offered and Class I-B-3 Certificateholders, as
applicable, and the Class B-IO Certificateholders in accordance with the terms and provisions of this Agreement.
On each Distribution Date, the Securities Administrator shall distribute amounts on deposit in the Reserve Fund
to the Group I Offered, Class I-B-3, and Class B-IO Certificateholders in accordance with the ninth and tenth
clauses of Section 6.01(a) and Section 6.01(b).
(b) The Reserve Fund is an "outside reserve fund" within the meaning of Treasury Regulation Section
1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any 2006-4 REMIC. The Securities
Administrator on behalf of the Trust shall be the nominal owner of the Reserve Fund. For federal income tax
purposes, the Class B-IO Certificateholders shall be the beneficial owners of the Reserve Fund, subject to the
power of the Securities Administrator to distribute amounts under the ninth and tenth clauses of Section 6.01(a),
Section 6.01(b) and Section 6.02(a)(J) and shall report items of income, deduction, gain or loss arising
therefrom. For federal income tax purposes, (i) amounts distributed to Certificateholders pursuant to the ninth
and tenth clauses of Section 6.01(a) will be treated as first distributed to the Class B-IO Certificateholders
and then paid from the Class B-IO Certificateholders to the applicable Group I Offered or Class I-B-3
Certificateholders. Amounts in the Reserve Fund held in trust for the benefit of the Group I Offered, Class
I-B-3 and Class B-IO Certificateholders shall, at the written direction of the Class B-IO Certificateholders, be
invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding
Distribution Date. If no written direction is received, the amounts in the Reserve Fund shall remain
uninvested. Any losses on such Permitted Investments shall not in any case be a liability of the Securities
Administrator but an amount equal to such losses shall be given by the Class B-IO Certificateholders to the
Securities Administrator out of such Certificateholders' own funds immediately as realized, for deposit by the
Securities Administrator into the Reserve Fund. To the extent that the Class B- IO Certificateholders have
provided the Securities Administrator with such written direction to invest such funds in Permitted Investments,
on each Distribution Date the Securities Administrator shall distribute all net income and gain from such
Permitted Investments in the Reserve Fund to the Class B-IO Certificateholders, not as a distribution in respect
of any interest in any 2006-4 REMIC. All amounts earned on amounts on deposit in the Reserve Fund held in trust
for the benefit of the Group I Offered, Class I-B-3 and Class B-IO Certificateholders shall be taxable to the
Class B-IO Certificateholders.
Section 4.07. Class XP Reserve Account. (a) The Securities Administrator shall establish and maintain with itself
a separate, segregated trust account, which shall be an Eligible Account, titled "Reserve Account, Xxxxx Fargo
Bank, National Association, as Securities Administrator f/b/o Bear Xxxxxxx ALT-A Trust 2006-4, Mortgage
Pass-Through Certificates, Series 2006-4, Class XP". On the Closing Date, the Depositor shall deposit $100 into
the Class XP Reserve Account. Funds on deposit in the Class XP Reserve Account shall be held in trust by the
Securities Administrator for the holders of the Class XP Certificates. The Class XP Reserve Account will not
represent an interest in any REMIC.
(b) Any amount on deposit in the Class XP Reserve Account shall be held uninvested. On the Business Day prior to
each Distribution Date, the Securities Administrator shall withdraw the amount then on deposit in the Class XP
Reserve Account and deposit such amount into the Distribution Account to be distributed to the Holders of the
related Class XP Certificates in accordance with Sections 6.01(c), 6.02(i)(e) and 6.02(ii)(e), as applicable.
The initial $100 deposited in the Class XP Reserve Account shall be applied to the Class XP Certificates on a pro
rata basis. In addition, on the earlier of (x) the Business Day prior to the Distribution Date on which all the
assets of the Trust Fund are repurchased as described in Section 10.01(a) and (y) the Business Day prior to the
Distribution Date occurring in March 2012, the Securities Administrator shall withdraw the amount on deposit in
the Class XP Reserve Account, deposit such amount into the Distribution Account and remit such amount to the
Securities Administrator and provide written instruction to the Securities Administrator to pay such amount to
the related Class XP Certificates in accordance with Sections 6.01(c), 6.02(i)(e) and 6.02(ii)(e), as applicable,
and following such withdrawal the Class XP Reserve Account shall be closed.
ARTICLE V
Certificates
Section 5.01. Certificates. (a) The Depository, the Depositor and the Securities Administrator have entered into
a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual
Certificates, the Private Certificates and the Individual Certificates and as provided in Section 5.01(b), the
Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times:
(i) registration of such Certificates may not be transferred by the Securities Administrator except to a
successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of
the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may
collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Securities
Administrator shall deal with the Depository as representative of such Certificate Owners of the respective
Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and
requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are
made with respect to different Certificate Owners; and (v) the Trustee and the Securities Administrator may rely
and shall be fully protected in relying upon information furnished by the Depository with respect to its
Depository Participants.
The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any
time the Holders of all of the Certificates of one or more such Classes request that the Securities Administrator
cause such Class to become Global Certificates, the Securities Administrator and the Depositor will take such
action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it
may legally be so traded.
All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global
Certificates shall be made in accordance with the procedures established by the Depository Participant or
brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance
with the Depository's normal procedures.
(b) If (i)(A) the Depositor advises the Securities Administrator in writing that the Depository is no longer
willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to
locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Securities
Administrator in writing that it elects to terminate the book-entry system through the Depository, the Securities
Administrator shall request that the Depository notify all Certificate Owners of the occurrence of any such event
and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same.
Upon surrender to the Securities Administrator of the Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Securities Administrator shall issue the definitive
Certificates.
In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially
adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's
interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall,
subject to the rules and procedures of the Depository, provide the Depository or the related Depository
Participant with directions for the Securities Administrator to exchange or cause the exchange of the Certificate
Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form.
Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities
Administrator to effect such exchange (such instructions to contain information regarding the Class of
Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be
debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and
any other information reasonably required by the Securities Administrator), (i) the Securities Administrator
shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Certificate
Principal Balance of the definitive Certificate, (ii) the Securities Administrator shall execute and deliver, in
accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate
evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Securities Administrator
shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal
Balance of such Class of Certificates by the amount of the definitive Certificates.
Neither the Depositor nor the Securities Administrator shall be liable for any delay in the delivery of
any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected
in relying on, such instructions.
(c) (i) As provided herein, the REMIC Administrator will make an election to treat the segregated pool
of assets consisting of the Group II Mortgage Loans and certain other related assets subject to this Agreement as
a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I."
Component I of the Class R Certificates will represent the sole Class of "residual interests" in REMIC I for
purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table
irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial Uncertificated Principal
Balance for each of the "regular interests" in REMIC I and the designation and Certificate Principal Balance of
the Class R Certificates allocable to Component I of the Class R Certificates. None of the REMIC I Regular
Interests will be certificated.
Uncertificated Initial
Class Designation for Type of Pass-Through Uncertificated
each REMIC I Interest Interest Rate Principal Balance
------------------------- ------------ ---------------- --------------------
Y-1 Regular Variable(1) $38,684.82
Y-2 Regular Variable(2) $308,276.53
Y-3 Regular Variable(3) $346,805.48
Z-1 Regular Variable(1) $77,330,950.65
Z-2 Regular Variable(2) $616,244,787.28
Z-3 Regular Variable (3) $693,270,558.73
Component I of the
Class R Certificates Residual (4) $0
_______________________
(1) Interest distributed to REMIC I Regular Interests Y-1 and Z-1 on each Distribution Date will have accrued at
the weighted average of the Net Rates for the Sub-Loan Group II-1 Mortgage Loans on the applicable
Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(2) Interest distributed to REMIC I Regular Interests Y-2 and Z-2 on each Distribution Date will have
accrued at the weighted average of the Net Rates for the Sub-Loan Group II-2 Mortgage Loans on the
applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(3) Interest distributed to REMIC I Regular Interests Y-3 and Z-3 on each Distribution Date will have accrued at
the weighted average of the Net Rates for the Sub-Loan Group II-3 Mortgage Loans on the applicable
Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(4) Component I of the Class R Certificates will not bear interest.
(ii) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the Group III Mortgage Loans and certain other related assets subject to
this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated
as "REMIC II." Component II of the Class R Certificates will represent the sole Class of "residual interests" in
REMIC II for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following
table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial Uncertificated
Principal Balance for each of the "regular interests" in REMIC II and the designation and Certificate Principal
Balance of the Class R Certificates allocable to Component II of the Class R Certificates. None of the REMIC II
Regular Interests will be certificated.
Uncertificated Initial
Class Designation for Type of Pass-Through Uncertificated
each REMIC II Interest Interest Rate Principal Balance
------------------------- ------------ ---------------- --------------------
Y-1 Regular Variable(1) $77,686.37
Y-2 Regular Variable(2) $206,736.28
Y-3 Regular Variable(3) $294,295.57
Z-1 Regular Variable(1) $155,295,045.06
Z-2 Regular Variable(2) $413,287,814.51
Z-3 Regular Variable (3) $588,328,134.95
Component II of the
Class R Certificates Residual (4) $0
_______________________
(1) Interest distributed to REMIC II Regular Interests Y-1 and Z-1 on each Distribution Date will have accrued
at the weighted average of the Net Rates for the Sub-Loan Group III-1 Mortgage Loans on the applicable
Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(2) Interest distributed to REMIC II Regular Interests Y-2 and Z-2 on each Distribution Date will have
accrued at the weighted average of the Net Rates for the Sub-Loan Group III-2 Mortgage Loans on the
applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(3) Interest distributed to REMIC II Regular Interests Y-3 and Z-3 on each Distribution Date will have accrued
at the weighted average of the Net Rates for the Sub-Loan Group III-3 Mortgage Loans on the applicable
Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(4) Component II of the Class R Certificates will not bear interest.
(iii) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets
consisting of the Group I Loans and certain other related assets subject to this Agreement as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as "REMIC III-A." Component III-A of
the Class R Certificates will represent the sole Class of "residual interests" in REMIC III-A for purposes of the
REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation,
Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance for each of the "regular interests"
in REMIC III-A and the designation and Certificate Principal Balance of the Class R Certificates allocable to
Component III-A of the Class R Certificates. None of the REMIC III-A Regular Interests will be certificated.
Class Designation for Uncertificated Initial
each REMIC III-A Type of Pass-Through Uncertificated
Interest Interest Rate Principal Balance
------------------------- ------------ ---------------- --------------------
Y-1 Regular Variable(1) $479,808.03
Y-2 Regular Variable(2) $500,191.36
Y-3 Regular Variable(3) $341,000.33
Z-1 Regular Variable(1) $959,145,102.75
Z-2 Regular Variable(2) $999,882,531.24
Z-3 Regular Variable (3) $681,665,957.01
Component III-A of the
Class R Certificates Residual (4) $0
_______________________
(1) Interest distributed to REMIC III-A Regular Interests Y-1 and Z-1 on each Distribution Date will have
accrued at the weighted average of the Net Rates for the Sub-Loan Group I-1 Mortgage Loans on the applicable
Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(2) Interest distributed to REMIC III-A Regular Interests Y-2 and Z-2 on each Distribution Date will have
accrued at the weighted average of the Net Rates for the Sub-Loan Group I-2 Mortgage Loans on the applicable
Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(3) Interest distributed to REMIC III-A Regular Interests Y-3 and Z-3 on each Distribution Date will have
accrued at the weighted average of the Net Rates for the Sub-Loan Group I-3 Mortgage Loans on the applicable
Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(4) Component III-A of the Class R Certificates will not bear interest.
(iv) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets
consisting of the REMIC III-A Regular Interests and any proceeds thereof as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC III-B." Component III-B of the Class R
Certificates will represent the sole Class of "residual interests" in REMIC III-B for purposes of the REMIC
Provisions under federal income tax law. The following table irrevocably sets forth the designation,
Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance for each of the "regular interests"
in REMIC III-B and the designation and Certificate Principal Balance of the Class R Certificates allocable to
Component III-B of the Class R Certificates. None of the REMIC III-B Regular Interests will be certificated.
Class Designation for Type of Uncertificated Initial Uncertificated
each REMIC III-B Interest Interest Pass-Through Rate Principal Balance
LT1 Regular Variable(1) $2,640,247,524.06
LT2 Regular Variable(1) $82,335.98
LT3 Regular 0.00% $181,865.48
LT4 Regular Variable(2) $181,865.48
LT-Y1 Regular Variable(3) $479,808.03
LT-Y2 Regular Variable(4) $500,191.36
LT-Y3 Regular Variable(5) $341,000.33
Component III-B of the
Class R Certificates Regular (6) $0
——————————
(1) REMIC III-B Regular Interests LT1 and LT2 will bear interest at a variable rate equal to the weighted
average of the Uncertificated Pass-Through Rates on REMIC III-A Regular Interests Z-1, Z-2 and Z-3.
(2) REMIC III-B Regular Interest LT4 will bear interest at a variable rate equal to twice the weighted average
of the Uncertificated Pass-Through Rates on REMIC III-A Regular Interests Z-1, Z-2 and Z-3.
(3) REMIC III-B Regular Interest LT-Y1 will bear interest at a variable rate equal to the weighted average of
the Net Rates on the Sub-Loan Group I-1 Mortgage Loans.
(4) REMIC III-B Regular Interest LT-Y2 will bear interest at a variable rate equal to the weighted average of
the Net Rates on the Sub-Loan Group I-2 Mortgage Loans.
(5) REMIC III-B Regular Interest LT-Y3 will bear interest at a variable rate equal to the weighted average of
the Net Rates on the Sub-Loan Group I-3 Mortgage Loans.
(6) Component III-B of the Class R Certificates will not bear interest.
(v) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets
consisting of the REMIC I Regular Interests and any proceeds thereof as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as "REMIC IV." Component IV of the Class R Certificates
will represent the sole Class of "residual interests" in REMIC IV for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the designation, Uncertificated Pass-Through
Rate and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC IV and the
designation and Certificate Principal Balance of the Class R Certificates allocable to Component IV of the Class
R Certificates. None of the REMIC IV Regular Interests will be certificated.
Class Designation for each Initial Uncertificated Uncertificated Pass-Through
REMIC IV Interest Type of Interest Principal Balance Rate
II-1A Regular $70,986,000 (1)
II-2A-1 Regular $514,821,000 (2)
II-2A-2 Regular $50,866,000 (2)
II-3A-134 Regular $405,315,000 (3)
II-3A-25 Regular $231,078,000 (3)
II-B-1 Regular $29,832,000 (4)
II-B-2 Regular $18,731,000 (4)
II-B-3 Regular $7,632,000 (4)
II-B-4 Regular $8,325,000 (4)
II-B-5 Regular $6,938,000 (4)
II-B-6 Regular $4,163,000 (4)
II-B-7 Regular $4,162,000 (4)
II-B-8 Regular $4,162,000 (4)
II-B-9 Regular $13,182,000 (4)
II-B-10 Regular $10,406,000 (4)
II-B-11 Regular $6,941,063 (4)
Component IV of the Class R Residual $0 (5)
Certificates
——————————
(1) REMIC IV Regular Interest II-1A will bear interest at a variable rate equal to the weighted average of the
Net Rates of the Sub-Loan Group II-1 Mortgage Loans.
(2) REMIC IV Regular Interests II-2A-1 and II-2A-2 will bear interest at a variable rate equal to the weighted
average of the Net Rates of the Sub-Loan Group II-2 Mortgage Loans.
(3) REMIC IV Regular Interests II-3A-134 and II-3A-25 will bear interest at a variable rate equal to the
weighted average of the Net Rates of the Sub-Loan Group II-3 Mortgage Loans.
(4) REMIC IV Regular Interests XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0 , XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-00
and II-B-11 will bear interest at a variable rate equal to the weighted average of the weighted average of
the Net Rates in each related Sub-Loan Group weighted in proportion to the results of subtracting from the
aggregate principal balance of each related Sub-Loan Group, the Certificate Principal Balance of the related
Classes of Senior Certificates. For purposes of the REMIC Provisions, the foregoing rate will be the
weighted average of the Uncertificated Pass-through Rate for each of the REMIC I Y Regular Interests.
(5) Component IV of the Class R Certificates will not bear interest.
(vi) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets
consisting of the REMIC II Regular Interests and any proceeds thereof as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as "REMIC V." Component V of the Class R Certificates will
represent the sole Class of "residual interests" in REMIC V for purposes of the REMIC Provisions under federal
income tax law. The following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and
initial Uncertificated Principal Balance for each of the "regular interests" in REMIC V and the designation and
Certificate Principal Balance of the Class R Certificates allocable to Component V of the Class R Certificates.
None of the REMIC V Regular Interests will be certificated.
Class Designation for each Initial Uncertificated Uncertificated Pass-Through
REMIC V Interest Type of Interest Principal Balance Rate
III-1A Regular $143,952,000 (1)
III-2A Regular $383,102,000 (2)
III-3A-14 Regular $295,379,000 (3)
III-3A-23 Regular $249,979,000 (3)
III-B-1 Regular $30,094,000 (4)
III-B-2 Regular $19,677,000 (4)
III-B-3 Regular $12,154,000 (4)
III-B-4 Regular $10,996,000 (4)
III-B-5 Regular $6,945,000 (4)
III-B-6 Regular $5,211,713 (4)
Component V of the Class R Residual $0 (5)
Certificates
——————————
(1) REMIC V Regular Interest III-1A will bear interest at a variable rate equal to the weighted average of
the Net Rates of the Sub-Loan Group III-1 Mortgage Loans.
(2) REMIC V Regular Interest III-2A will bear interest at a variable rate equal to the weighted average of the
Net Rates of the Sub-Loan Group III-2 Mortgage Loans.
(3) REMIC V Regular Interests III-3A-14 and III-3A-23 will bear interest at a variable rate equal to the
weighted average of the Net Rates of the Sub-Loan Group III-3 Mortgage Loans.
(4) REMIC V Regular Interests XXX-X-0, XXX-X-0, XXX-X-0, XXX-X-0, XXX-X-0 and III-B-6 will bear interest at a
variable rate equal to the weighted average of the weighted average of the Net Rates in each related
Sub-Loan Group weighted in proportion to the results of subtracting from the aggregate principal balance of
each related Sub-Loan Group, the Certificate Principal Balance of the related Classes of Senior
Certificates. For purposes of the REMIC Provisions, the foregoing rate will be the weighted average of the
Uncertificated Pass-through Rate for each of the REMIC II Y Regular Interests.
(5) Component V of the Class R Certificates will not bear interest.
(vii) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets
consisting of the REMIC III-B Regular Interests, REMIC IV Regular Interests and REMIC V Regular Interests and any
proceeds thereof as a REMIC for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC VI." Component VI of the Class R Certificates will represent the sole Class of "residual
interests" in REMIC VI for purposes of the REMIC Provisions under federal income tax law. The following table
irrevocably sets forth the designation, Uncertificated Pass-Through Rate (which is also the Pass-Through Rate for
the Related Certificates) and initial Uncertificated Principal Balance for each of the "regular interests" in
REMIC VI, and the designation and Certificate Principal Balance of the Class R Certificates allocable to
Component VI of the Class R Certificates.
Class Designation for Type of Initial Uncertificated Uncertificated Pass-Through
each REMIC VI Interest Interest Principal Balance Rate
I-1A-1 Regular $774,897,000 (1)
I-1A-2 Regular $95,962,000 (1)
I-2A-1 Regular $807,809,000 (1)
I-2A-2 Regular $100,038,000 (1)
I-3A-1 Regular $550,721,000 (1)
I-3A-2 Regular $68,201,000 (1)
II-1A-1 Regular $64,603,000 (2)
II-1A-2 Regular $6,383,000 (2)
II-1X-1 Regular Notional (3)
II-2A-1 Regular $514,821,000 (4)
II-2A-2 Regular $50,866,000 (4)
II-2X-1 Regular Notional (5)
II-2X-2 Regular Notional (5)
II-3A-1 Regular $156,922,000 (5)
II-3A-2 Regular $173,855,000 (6)
II-3A-3 Regular $120,296,000 (5)
II-3A-4 Regular $128,097,000 (6)
II-3A-5 Regular $57,223,000 (6)
II-3X-1 Regular Notional (7)
II-3X-2 Regular Notional (7)
II-B-1 Regular $29,832,000 (10)
II-B-2 Regular $18,731,000 (10)
II-B-3 Regular $7,632,000 (10)
II-B-4 Regular $8,325,000 (10)
II-B-5 Regular $6,938,000 (10)
II-B-6 Regular $4,163,000 (10)
II-B-7 Regular $4,162,000 (10)
II-B-8 Regular $4,162,000 (10)
II-B-9 Regular $13,182,000 (10)
II-B-10 Regular $10,406,000 (10)
II-B-11 Regular $6,941,063 (10)
III-1A-1 Regular $132,532,000 (11)
III-1A-2 Regular $11,420,000 (11)
III-2A-1 Regular $352,710,000 (13)
III-2A-2 Regular $30,392,000 (13)
III-3A-1 Regular $252,115,000 (14)
III-3A-2 Regular $156,701,000 (14)
III-3A-3 Regular $93,278,000 (14)
III-3A-4 Regular $43,264,000 (14)
III-3X-1 Regular Notional (15)
III-3X-2 Regular Notional (16)
III-B-1 Regular $30,094,000 (17)
III-B-2 Regular $19,677,000 (17)
III-B-3 Regular $12,154,000 (17)
III-B-4 Regular $10,996,000 (17)
III-B-5 Regular $6,945,000 (17)
III-B-6 Regular $5,211,713 (17)
I-M-1 Regular $89,828,000 (18)
I-M-2 Regular $55,482,000 (18)
I-B-1 Regular $36,988,000 (19)
I-B-2 Regular $13,210,000 (19)
I-B-3 Regular $15,852,000 (19)
I-XP Regular N/A (20)
II-XP Regular N/A (20)
B-IO-I and B-IO-P Regular $33,026,590.96 (21)
Component VI of the Residual $0 (22)
Class R Certificates
——————————
(1) REMIC VI Regular Interests X-0X-0, X-0X-0, X-0X-0, X-0X-0, X-0X-0 and I-3A-2 will bear interest at a
variable rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 11.50% and (iii) the
weighted average of the Net Rates of the group I mortgage loans in the related sub-loan group as adjusted to
an effective rate reflecting the accrual of interest on an actual/360 basis.
(2) On or prior to the Distribution Date in March 2009, REMIC VI Regular Interests II-1A-1 and II-1A-2 will bear
interest at a variable Pass-Through Rate equal to the weighted average of the Net Rates of the Sub-Loan
Group II-1 Mortgage Loans minus 0.586% per annum. After the Distribution Date in March 2009, REMIC VI
Regular Interests II-1A-1 and II-1A-2 will bear interest at a variable Pass-Through Rate equal to the
weighted average of the Net Rates of the Sub-Loan Group II-1 Mortgage Loans.
(3) On or prior to the Distribution Date in March 2009, REMIC VI Regular Interest II-1X-1 will bear interest at
a fixed Pass-Through Rate equal to 0.586% per annum based on a notional amount equal to the Uncertificated
Principal Balance of REMIC VI Regular Interests II-1A-1 and II-1A-2. After the Distribution Date in March
2009, REMIC VI Regular Interest II-1X-1 will not bear any interest and the Pass-Through Rate will be equal
to 0.00% per annum thereon.
(4) On or prior to the Distribution Date in April 2011, REMIC VI Regular Interests II-2A-1 will bear interest at
a fixed Pass-Through Rate equal to the lesser of (i) 5.650% per annum and (ii) the Net Rates of the
sub-loan group II-2 mortgage loans. After the Distribution Date in April 2011, REMIC VI Regular Interests
II-2A-1 will bear interest at a variable Pass-Through Rate equal to the weighted average of the Net Rates of
the sub-loan group II-2 mortgage loans.
(5) On or prior to the Distribution Date in April 2011, REMIC VI Regular Interests II-2A-2 will bear interest at
a variable Pass-Through Rate equal to the weighted average of the Net Rates of the sub-loan group II-2
mortgage loans minus approximately 0.394% per annum. After the Distribution Date in April 2011, REMIC VI
Regular Interests II-2A-2 will bear interest at a variable Pass-Through Rate equal to the weighted average
of the Net Rates of the Sub-Loan Group II-2 Mortgage Loans.
(6) On or prior to the Distribution Date in April 2011, REMIC VI Regular Interest II-2X-1 will bear interest at
a variable Pass-Through Rate equal to the excess, if any, of (i) weighted average of the Net Rates of the
Sub-Loan Group II-2 mortgage loans, over (ii) the Pass-Through rate of the Class II-2A-1 Certificates based
on a notional amount equal to the Uncertified Principal balance of the Class II-2A-1 Certificates. After
the Distribution Date in April 2011, REMIC VI Regulation Interest II-2X-1 will not bear any interest and the
Pass-Through Rate will be equal to 0.00% per annum thereon.
(7) On or prior to the Distribution Date in April 2011, REMIC VI Regular Interest II-2X-2 will bear interest at
a fixed Pass-Through Rate equal to approximately 0.394% per annum based on a notional amount equal to the
Uncertificated Principal Balance of the Class II-2A-2 Certificates. After the Distribution Date in April
2011, REMIC VI Regular Interest II-2X-2 will not bear any interest and the Pass-Through Rate will be equal
to 0.00% per annum thereon.
(8) On or prior to the Distribution Date in April 2011, REMIC VI Regular Interests II-3A-1, II-3A-2, II-3A-3,
II-3A-4 and II-3A-5 will bear interest at a variable Pass-Through Rate equal to the weighted average of the
Net Rates of the Sub-Loan Group II-3 Mortgage Loans minus 0.543%, 0.293%, 0.543%. 0.543% and 0.293%,
respectively, per annum. After the Distribution Date in April 2011, REMIC VI Regular Interests II-3A-1,
II-3A-2, II-3A-3, II-3A-4 and II-3A-5 will bear interest at a variable Pass-Through Rate equal to the
weighted average of the Net Rates of the Sub-Loan Group II-3 Mortgage Loans.
(9) On or prior to the Distribution Date in April 2011, REMIC VI Regular Interest II-3X-1 will bear interest
at a fixed Pass-Through Rate equal to 0.250% per annum based on a notional amount equal to the
Uncertificated Principal Balance of REMIC VI Regular Interests II-3A-1, II-3A-3 and II-3A-4. After the
Distribution Date in April 2011, REMIC VI Regular Interest II-3X-1 will not bear any interest and the
Pass-Through Rate will be equal to 0.00% per annum thereon.
(10) On or prior to the Distribution Date in April 2011, REMIC VI Regular Interest II-3X-2 will bear interest
at a fixed Pass-Through Rate equal to 0.293% per annum based on a notional amount equal to the
Uncertificated Principal Balance of REMIC VI Regular Interests II-3A-1, II-3A-2, II-3A-3, II-3A-4 and
II-3A-5. After the Distribution Date in April 2011, REMIC VI Regular Interest II-3X-2 will not bear any
interest and the Pass-Through Rate will be equal to 0.00% per annum thereon.
(11) REMIC VI Regular Interests XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, II-B-8, II-B-9,
II-B-10 and II-B-11 will bear interest at a variable rate equal to the weighted average of the Net Rate of
the Mortgage Loans in Loan Group II weighted in proportion to the results of subtracting from the aggregate
principal balance of Loan Group II, the Certificate Principal Balance of the related Classes of Senior
Certificates. For federal income tax purposes, the interest rate on each foregoing REMIC VI Regular
Interest is equal to the interest rate on the REMIC IV Regular Interest bearing the same alphanumeric class
designation.
(12) The REMIC VI Regular Interests III-1A-1 and III-1A-2 will bear interest at a variable Pass-Through Rate
equal to the weighted average of the Net Rates of the Sub-Loan Group III-1 Mortgage Loans.
(13) The REMIC VI Regular Interests III-2A-1 and III-2A-2 will bear interest at a variable Pass-Through Rate
equal to the weighted average of the Net Rates of the Sub-Loan Group III-2 Mortgage Loans. .
(14) On or prior to the Distribution Date in May 2011, REMIC VI Regular Interests III-3A-1, III-3A-2, III-3A-3
and III-3A-4 will bear interest at a variable Pass-Through Rate equal to the weighted average of the Net
Rates of the Sub-Loan Group III-3 Mortgage Loans minus approximately 0.217%, 0.420%, 0.420% and 0.217%,
respectively, per annum. After the Distribution Date in May 20001, REMIC VI Regular Interests III-3A-1,
III-3A-2, III-3A-3 and III-3A-4 will bear interest at a variable Pass-Through Rate equal to the weighted
average of the Net Rates of the Sub-Loan Group III-3 Mortgage Loans.
(15) On or prior to the Distribution Date in May 2011, REMIC VI Regular Interest III-3X-1 will bear interest at a
fixed Pass-Through Rate equal to 0.217% per annum based on a notional amount equal to the Uncertificated
Principal Balance of REMIC VI Regular Interests III-3A-1, III-3A-2, III-3A-3 and III-3A-4. After the
Distribution Date in May 2011, REMIC VI Regular Interest III-3X-1 will not bear any interest and the
Pass-Through Rate will be equal to 0.00% per annum thereon.
(16) On or prior to the Distribution Date in May 2011, REMIC VI Regular Interest III-3X-2 will bear interest at a
fixed Pass-Through Rate equal to 0.203% per annum based on a notional amount equal to the Uncertificated
Principal Balance of REMIC VI Regular Interests III-3A-2 and III-3A-3. After the Distribution Date in May
2011, REMIC VI Regular Interest III-3X-2 will not bear any interest and the Pass-Through Rate will be equal
to 0.00% per annum thereon.
(17) REMIC VI Regular Interests XXX-X-0, XXX-X-0, XXX-X-0, XXX-X-0, XXX-X-0 and III-B-6 will bear interest at a
variable rate equal to the weighted average of the Net Rate of the Mortgage Loans in Loan Group III weighted
in proportion to the results of subtracting from the aggregate principal balance of Loan Group III, the
Certificate Principal Balance of the related Classes of Senior Certificates. For federal income tax
purposes, the interest rate on each foregoing REMIC VI Regular Interest is equal to the interest rate on the
REMIC V Regular Interest bearing the same alphanumeric class designation.
(18) REMIC VI Regular Interests I-M-1 and I-M-2 will bear interest at a rate equal to the least of (i) One-Month
LIBOR plus the related Margin, (ii) 11.50% and (iii) the related Net Rate Cap.
(19) REMIC VI Regular Interests I-B-1, I-B-2 and I-B-3 will bear interest at a rate equal to the least of (i)
One-Month LIBOR plus the related Margin, (ii) 11.50% and (iii) the related Net Rate Cap.
(20) The Class XP Certificates will not bear any interest. The Class XP Certificates will be entitled to receive
Prepayment Charges collected with respect to the Prepayment Charge Loans. The Class XP Certificates will
not represent an interest in any REMIC, they will instead represent an interest in the Trust constituted by
this Agreement that is a strip of Prepayment Charges associated with the Prepayment Charge Loans.
(21) The Class B-IO Certificates will bear interest at a per annum rate equal to the Class B-IO Pass-Through Rate
on its Notional Amount. Amounts paid, or deemed paid, to the Class B-IO Certificates shall be deemed to
first be paid to REMIC VI Regular Interest B-IO-I in reduction of accrued and unpaid interest thereon until
such accrued and unpaid interest shall have been reduced to zero and shall then be deemed paid to REMIC VI
Regular Interest B-IO-P in reduction of the principal balance thereof.
(22) Component VI of the Class R Certificates will not bear interest.
(viii) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets
consisting of REMIC VI Regular Interests B-IO-I and B-IO-P and any proceeds thereof as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated as "REMIC VII." The Class R-X Certificates
will represent the sole Class of "residual interests" in REMIC VII for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the designation, Uncertificated Pass-Through
Rate and initial Uncertificated Principal Balance for the single "regular interest" in REMIC VII and the
designation and Certificate Principal Balance of the Class R-X Certificates.
Class Designation for Type of Initial Uncertificated Uncertificated Pass-Through
each REMIC VII Interest Interest Principal Balance Rate
B-IO Regular $33,026,590.96 (1)
Class R-X Certificates Residual $0 (2)
(1) The Class B-IO Certificates will bear interest at a per annum rate equal to the Class B-IO Pass-Through Rate
on its Notional Amount. The REMIC VII Regular Interest will not have an Uncertificated Pass-Through Rate,
but will be entitled to 100% of all amounts distributed or deemed distributed on REMIC VI Regular Interests
B-IO-I and B-IO-P.
(2) The Class R-X Certificates will not bear interest.
(d) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date
immediately following the maturity date for the Mortgage Loan with the latest maturity date in the Trust Fund has
been designated as the "latest possible maturity date" for the REMIC Regular Interests and the Certificates.
(e) With respect to each Distribution Date, each Class of Certificates shall accrue interest during the related
Interest Accrual Period. With respect to each Distribution Date and each such Class of Certificates (other than
the Residual Certificates or the Class B-IO Certificates), interest shall be calculated, on the basis of a
360-day year and the actual number of days elapsed in the related Interest Accrual Period, based upon the
respective Pass-Through Rate set forth, or determined as provided, above and the Certificate Principal Balance of
such Class applicable to such Distribution Date. With respect to each Distribution Date and the Class B-IO
Certificates, interest shall be calculated, on the basis of a 360-day year consisting of twelve 30-day months,
based upon the Pass-Through Rate set forth, or determined as provided, above and the Notional Amount of such
Class applicable to such Distribution Date.
(f) The Certificates shall be substantially in the forms set forth in Exhibits X-0, X-0, X-0, X-0, X-0-0, X-0-0,
X-0, A-7, X-0, X-0, X-00, X-00, X-00, X-00, X-00, X-00 and A-17. On original issuance, the Securities
Administrator shall sign, countersign and shall deliver them at the direction of the Depositor. Pending the
preparation of definitive Certificates of any Class, the Securities Administrator may sign and countersign
temporary Certificates that are printed, lithographed or typewritten, in authorized denominations for
Certificates of such Class, substantially of the tenor of the definitive Certificates in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or
authorized signatories executing such Certificates may determine, as evidenced by their execution of such
Certificates. If temporary Certificates are issued, the Depositor will cause definitive Certificates to be
prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary
Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at
the office of the Securities Administrator, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Certificates, the Securities Administrator shall sign and countersign and deliver in
exchange therefor a like aggregate principal amount, in authorized denominations for such Class, of definitive
Certificates of the same Class. Until so exchanged, such temporary Certificates shall in all respects be
entitled to the same benefits as definitive Certificates.
(g) Each Class of Book-Entry Certificates will be registered as a single Certificate of such Class held by a
nominee of the Depository or the DTC Custodian, and beneficial interests will be held by investors through the
book-entry facilities of the Depository in minimum denominations of (i) in the case of the Senior Certificates,
$25,000 and in each case increments of $1.00 in excess thereof, and (ii) in the case of the Offered Subordinate
Certificates, $25,000 and increments of $1.00 in excess thereof, except that one Certificate of each such
Class may be issued in a different amount so that the sum of the denominations of all outstanding Certificates of
such Class shall equal the Certificate Principal Balance of such Class on the Closing Date. On the Closing Date,
the Securities Administrator shall execute and countersign Physical Certificates all in an aggregate principal
amount that shall equal the Certificate Principal Balance of such Class on the Closing Date. The Group II
Non-offered Subordinate Certificates shall be issued in certificated fully-registered form in minimum dollar
denominations of $25,000 and integral multiples of $1.00 in excess thereof, except that one Group II Non-offered
Subordinate Certificate of each Class may be issued in a different amount so that the sum of the denominations of
all outstanding Private Certificates of such Class shall equal the Certificate Principal Balance of such Class on
the Closing Date. The Residual Certificates shall each be issued in certificated fully-registered form with no
denomination. Each Class of Global Certificates, if any, shall be issued in fully registered form in minimum
dollar denominations of $25,000 and integral multiples of $1.00 in excess thereof, except that one Certificate of
each Class may be in a different denomination so that the sum of the denominations of all outstanding
Certificates of such Class shall equal the Certificate Principal Balance of such Class on the Closing Date. On
the Closing Date, the Securities Administrator shall execute and countersign (i) in the case of each Class of
Offered Certificates, the Certificate in the entire Certificate Principal Balance of the respective Class and
(ii) in the case of each Class of Private Certificates, Individual Certificates all in an aggregate principal
amount that shall equal the Certificate Principal Balance of each such respective Class on the Closing Date. The
Certificates referred to in clause (i) and if at any time there are to be Global Certificates, the Global
Certificates shall be delivered by the Depositor to the Depository or pursuant to the Depository's instructions,
shall be delivered by the Depositor on behalf of the Depository to and deposited with the DTC Custodian. The
Securities Administrator shall sign the Certificates by facsimile or manual signature and countersign them by
manual signature on behalf of the Securities Administrator by one or more authorized signatories, each of whom
shall be Responsible Officers of the Securities Administrator or its agent. A Certificate bearing the manual and
facsimile signatures of individuals who were the authorized signatories of the Securities Administrator or its
agent at the time of issuance shall bind the Securities Administrator, notwithstanding that such individuals or
any of them have ceased to hold such positions prior to the delivery of such Certificate.
(h) No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless
there appears on such Certificate the manually executed countersignature of the Securities Administrator or its
agent, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly executed and delivered hereunder. All Certificates issued on the Closing Date
shall be dated the Closing Date. All Certificates issued thereafter shall be dated the date of their
countersignature.
(i) The Closing Date is hereby designated as the "startup" day of each 2006-4 REMIC within the meaning of
Section 860G(a)(9) of the Code.
(j) For federal income tax purposes, each 2006-4 REMIC shall have a tax year that is a calendar year and shall
report income on an accrual basis.
(k) The Securities Administrator on behalf of the Trustee shall cause each 2006-4 REMIC to timely elect to be
treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in
the administration of any Trust established hereby shall be resolved in a manner that preserves the validity of
such elections.
(l) The following legend shall be placed on the Residual Certificates, whether upon original issuance or upon
issuance of any other Certificate of any such Class in exchange therefor or upon transfer thereof:
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED
TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE SECURITIES
ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL
SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF
ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS
ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS
IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT
FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF
THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING
HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX
AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO
BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Section 5.02. Registration of Transfer and Exchange of Certificates. (a) The Securities Administrator shall
maintain at its Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as
it may prescribe, the Securities Administrator shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided.
(b) Subject to Section 5.01(a) and, in the case of any Global Certificate or Physical Certificate upon the
satisfaction of the conditions set forth below, upon surrender for registration of transfer of any Certificate at
any office or agency of the Securities Administrator maintained for such purpose, the Securities Administrator
shall sign, countersign and shall deliver, in the name of the designated transferee or transferees, a new
Certificate of a like Class and aggregate Fractional Undivided Interest, but bearing a different number.
(c) By acceptance of a Private Certificate or a Residual Certificate, whether upon original issuance or subsequent
transfer, each holder of such Certificate acknowledges the restrictions on the transfer of such Certificate set
forth in the Securities Legend and agrees that it will transfer such a Certificate only as provided herein. In
addition to the provisions of Section 5.02(h), the following restrictions shall apply with respect to the
transfer and registration of transfer of an Private Certificate or a Residual Certificate to a transferee that
takes delivery in the form of an Individual Certificate:
(i) The Securities Administrator shall register the transfer of an Individual Certificate if the requested
transfer is being made to a transferee who has provided the Securities Administrator with a Rule 144A Certificate
or comparable evidence as to its QIB status.
(ii) The Securities Administrator shall register the transfer of any Individual Certificate if (x) the transferor
has advised the Securities Administrator in writing that the Certificate is being transferred to an Institutional
Accredited Investor along with facts surrounding the transfer as set forth in Exhibit F-3 hereto; and (y) prior
to the transfer the transferee furnishes to the Securities Administrator an Investment Letter (and the Securities
Administrator shall be fully protected in so doing), provided that, if based upon an Opinion of Counsel addressed
to the Securities Administrator to the effect that the delivery of (x) and (y) above are not sufficient to
confirm that the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and other applicable laws, the Securities Administrator
shall as a condition of the registration of any such transfer require the transferor to furnish such other
certifications, legal opinions or other information prior to registering the transfer of an Individual
Certificate as shall be set forth in such Opinion of Counsel.
(d) So long as a Global Certificate of such Class is outstanding and is held by or on behalf of the Depository,
transfers of beneficial interests in such Global Certificate, or transfers by holders of Individual Certificates
of such Class to transferees that take delivery in the form of beneficial interests in the Global Certificate,
may be made only in accordance with Section 5.02(h), the rules of the Depository and the following:
(i) In the case of a beneficial interest in the Global Certificate being transferred to an Institutional
Accredited Investor, such transferee shall be required to take delivery in the form of an Individual Certificate
or Certificates and the Securities Administrator shall register such transfer only upon compliance with the
provisions of Section 5.02(c)(ii).
(ii) In the case of a beneficial interest in a Class of Global Certificates being transferred to a transferee that
takes delivery in the form of an Individual Certificate or Certificates of such Class, except as set forth in
clause (i) above, the Securities Administrator shall register such transfer only upon compliance with the
provisions of Section 5.02(c)(i).
(iii) In the case of an Individual Certificate of a Class being transferred to a transferee that takes delivery in
the form of a beneficial interest in a Global Certificate of such Class, the Securities Administrator shall
register such transfer if the transferee has provided the Securities Administrator with a Rule 144A Certificate
or comparable evidence as to its QIB status.
(iv) No restrictions shall apply with respect to the transfer or registration of transfer of a beneficial interest
in the Global Certificate of a Class to a transferee that takes delivery in the form of a beneficial interest in
the Global Certificate of such Class; provided that each such transferee shall be deemed to have made such
representations and warranties contained in the Rule 144A Certificate as are sufficient to establish that it is a
QIB.
(e) Subject to Section 5.02(h), an exchange of a beneficial interest in a Global Certificate of a Class for an
Individual Certificate or Certificates of such Class, an exchange of an Individual Certificate or Certificates of
a Class for a beneficial interest in the Global Certificate of such Class and an exchange of an Individual
Certificate or Certificates of a Class for another Individual Certificate or Certificates of such Class (in each
case, whether or not such exchange is made in anticipation of subsequent transfer, and, in the case of the Global
Certificate of such Class, so long as such Certificate is outstanding and is held by or on behalf of the
Depository) may be made only in accordance with Section 5.02(h), the rules of the Depository and the following:
(i) A holder of a beneficial interest in a Global Certificate of a Class may at any time exchange such beneficial
interest for an Individual Certificate or Certificates of such Class.
(ii) A holder of an Individual Certificate or Certificates of a Class may exchange such Certificate or
Certificates for a beneficial interest in the Global Certificate of such Class if such holder furnishes to the
Securities Administrator a Rule 144A Certificate or comparable evidence as to its QIB status.
(iii) A holder of an Individual Certificate of a Class may exchange such Certificate for an equal aggregate
principal amount of Individual Certificates of such Class in different authorized denominations without any
certification.
(f) (i) Upon acceptance for exchange or transfer of an Individual Certificate of a Class for a
beneficial interest in a Global Certificate of such Class as provided herein, the Securities Administrator shall
cancel such Individual Certificate and shall (or shall request the Depository to) endorse on the schedule affixed
to the applicable Global Certificate (or on a continuation of such schedule affixed to the Global Certificate and
made a part thereof) or otherwise make in its books and records an appropriate notation evidencing the date of
such exchange or transfer and an increase in the certificate balance of the Global Certificate equal to the
certificate balance of such Individual Certificate exchanged or transferred therefor.
(ii) Upon acceptance for exchange or transfer of a beneficial interest in a Global Certificate of a Class for an
Individual Certificate of such Class as provided herein, the Securities Administrator shall (or shall request the
Depository to) endorse on the schedule affixed to such Global Certificate (or on a continuation of such schedule
affixed to such Global Certificate and made a part thereof) or otherwise make in its books and records an
appropriate notation evidencing the date of such exchange or transfer and a decrease in the certificate balance
of such Global Certificate equal to the certificate balance of such Individual Certificate issued in exchange
therefor or upon transfer thereof.
(g) The Securities Legend shall be placed on any Individual Certificate issued in exchange for or upon transfer of
another Individual Certificate or of a beneficial interest in a Global Certificate.
(h) Subject to the restrictions on transfer and exchange set forth in this Section 5.02, the holder of any
Individual Certificate may transfer or exchange the same in whole or in part (in an initial certificate balance
equal to the minimum authorized denomination set forth in Section 5.01(g) or any integral multiple of $1.00 in
excess thereof) by surrendering such Certificate at the Corporate Trust Office of the Securities Administrator,
or at the office of any transfer agent, together with an executed instrument of assignment and transfer
satisfactory in form and substance to the Securities Administrator in the case of transfer and a written request
for exchange in the case of exchange. The holder of a beneficial interest in a Global Certificate may, subject
to the rules and procedures of the Depository, cause the Depository (or its nominee) to notify the Securities
Administrator in writing of a request for transfer or exchange of such beneficial interest for an Individual
Certificate or Certificates. Following a proper request for transfer or exchange, the Securities Administrator
shall, within five Business Days of such request made at the Corporate Trust Office of the Securities
Administrator, sign, countersign and deliver at the Corporate Trust Office of the Securities Administrator, to
the transferee (in the case of transfer) or holder (in the case of exchange) or send by first class mail at the
risk of the transferee (in the case of transfer) or holder (in the case of exchange) to such address as the
transferee or holder, as applicable, may request, an Individual Certificate or Certificates, as the case may
require, for a like aggregate Fractional Undivided Interest and in such authorized denomination or denominations
as may be requested. The presentation for transfer or exchange of any Individual Certificate shall not be valid
unless made at the Corporate Trust Office of the Securities Administrator by the registered holder in person, or
by a duly authorized attorney-in-fact.
(i) At the option of the Certificateholders, Certificates may be exchanged for other Certificates of authorized
denominations of a like Class and aggregate Fractional Undivided Interest, upon surrender of the Certificates to
be exchanged at the Corporate Trust Office of the Securities Administrator; provided, however, that no
Certificate may be exchanged for new Certificates unless the original Fractional Undivided Interest represented
by each such new Certificate (i) is at least equal to the minimum authorized denomination or (ii) is acceptable
to the Depositor as indicated to the Securities Administrator in writing. Whenever any Certificates are so
surrendered for exchange, the Securities Administrator shall sign and countersign and the Securities
Administrator shall deliver the Certificates which the Certificateholder making the exchange is entitled to
receive.
(j) If the Securities Administrator so requires, every Certificate presented or surrendered for transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer, with a signature
guarantee, in form satisfactory to the Securities Administrator, duly executed by the holder thereof or his or
her attorney duly authorized in writing.
(k) No service charge shall be made for any transfer or exchange of Certificates, but the Securities Administrator
may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.
(l) The Securities Administrator shall cancel all Certificates surrendered for transfer or exchange but shall
retain such Certificates in accordance with its standard retention policy or for such further time as is required
by the record retention requirements of the Exchange Act, and thereafter may destroy such Certificates.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is
surrendered to the Securities Administrator, or the Securities Administrator receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Securities
Administrator such security or indemnity as it may require to save it harmless, and (iii) the Securities
Administrator has not received notice that such Certificate has been acquired by a third Person, the Securities
Administrator shall sign, countersign and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and Fractional Undivided Interest but in each case
bearing a different number. The mutilated, destroyed, lost or stolen Certificate shall thereupon be canceled of
record by the Securities Administrator and shall be of no further effect and evidence no rights.
(b) Upon the issuance of any new Certificate under this Section 5.03, the Securities Administrator may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Securities Administrator) connected therewith.
Any duplicate Certificate issued pursuant to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners. Prior to due presentation of a Certificate for registration of transfer, the
Depositor, the Securities Administrator and any agent of the Depositor or the Securities Administrator may treat
the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 6.01 and for all other purposes whatsoever. Neither the Depositor,
the Securities Administrator nor any agent of the Depositor or the Securities Administrator shall be affected by
notice to the contrary. No Certificate shall be deemed duly presented for a transfer effective on any Record
Date unless the Certificate to be transferred is presented no later than the close of business on the third
Business Day preceding such Record Date.
Section 5.05. Transfer Restrictions on Residual Certificates. (a) Residual Certificates, or interests therein,
may not be transferred without the prior express written consent of the Tax Matters Person and the Sponsor, which
cannot be unreasonably withheld. As a prerequisite to such consent, the proposed transferee must provide the Tax
Matters Person, the Sponsor and the Securities Administrator with an affidavit that the proposed transferee is a
Permitted Transferee (and an affidavit that it is a U.S. Person, unless, in the case of a Class R Certificate
only, the Tax Matters Person and the Sponsor consent to the transfer to a person who is not a U.S. Person) as
provided in Section 5.05(b).
(b) No transfer, sale or other disposition of a Residual Certificate (including a beneficial interest therein) may
be made unless, prior to the transfer, sale or other disposition of a Residual Certificate, the proposed
transferee (including the initial purchasers thereof) delivers to the Tax Matters Person, the Securities
Administrator and the Depositor an affidavit in the form attached hereto as Exhibit E stating, among other
things, that as of the date of such transfer (i) such transferee is a Permitted Transferee and that (ii) such
transferee is not acquiring such Residual Certificate for the account of any person who is not a Permitted
Transferee. The Tax Matters Person shall not consent to a transfer of a Residual Certificate if it has actual
knowledge that any statement made in the affidavit issued pursuant to the preceding sentence is not true.
Notwithstanding any transfer, sale or other disposition of a Residual Certificate to any Person who is not a
Permitted Transferee, such transfer, sale or other disposition shall be deemed to be of no legal force or effect
whatsoever and such Person shall not be deemed to be a Holder of a Residual Certificate for any purpose
hereunder, including, but not limited to, the receipt of distributions thereon. If any purported transfer shall
be in violation of the provisions of this Section 5.05(b), then the prior Holder thereof shall, upon discovery
that the transfer of such Residual Certificate was not in fact permitted by this Section 5.05(b), be restored to
all rights as a Holder thereof retroactive to the date of the purported transfer. None of the Securities
Administrator, the Tax Matters Person or the Depositor shall be under any liability to any Person for any
registration or transfer of a Residual Certificate that is not permitted by this Section 5.05(b) or for making
payments due on such Residual Certificate to the purported Holder thereof or taking any other action with respect
to such purported Holder under the provisions of this Agreement so long as the written affidavit referred to
above was received with respect to such transfer, and the Tax Matters Person, the Securities Administrator and
the Depositor, as applicable, had no knowledge that it was untrue. The prior Holder shall be entitled to recover
from any purported Holder of a Residual Certificate that was in fact not a permitted transferee under this
Section 5.05(b) at the time it became a Holder all payments made on such Residual Certificate. Each Holder of a
Residual Certificate, by acceptance thereof, shall be deemed for all purposes to have consented to the provisions
of this Section 5.05(b) and to any amendment of this Agreement deemed necessary (whether as a result of new
legislation or otherwise) by counsel of the Tax Matters Person or the Depositor to ensure that the Residual
Certificates are not transferred to any Person who is not a Permitted Transferee and that any transfer of such
Residual Certificates will not cause the imposition of a tax upon the Trust or cause any REMIC to fail to qualify
as a REMIC.
(c) The Class R-X Certificates (including a beneficial interest therein) and, unless the Tax Matters Person shall
have consented in writing (which consent may be withheld in the Tax Matters Person's sole discretion), the Class
R Certificates (including a beneficial interest therein), may not be purchased by or transferred to any person
who is not a United States Person.
(d) By accepting a Residual Certificate, the purchaser thereof agrees to be a Tax Matters Person if it is the
Holder of the largest percentage interest of such Certificate, and appoints the Securities Administrator to act
on its behalf with respect to all matters concerning the tax obligations of the Trust.
Section 5.06. Restrictions on Transferability of Certificates. (a) No offer, sale, transfer or other disposition
(including pledge) of any Certificate shall be made by any Holder thereof unless registered under the Securities
Act, or an exemption from the registration requirements of the Securities Act and any applicable state securities
or "Blue Sky" laws is available. Except with respect to (i) the initial transfer of the Class XP Certificates or
Class R-X Certificate on the Closing Date, (ii) the transfer of the Class XP Certificates or Class R-X
Certificate to the NIM Issuer or the NIM Trustee, or (iii) a transfer of the Class XP Certificates or Class R-X
Certificate to the Depositor or any Affiliate of the Depositor, in the event that a transfer of a Certificate
which is a Physical Certificate is to be made in reliance upon an exemption from the Securities Act and
applicable state securities laws, in order to assure compliance with the Securities Act and such laws, and the
prospective transferee (other than the Depositor) of such Certificate signs and delivers to the Securities
Administrator an Investment Letter, if the transferee is an Institutional Accredited Investor, in the form set
forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is a QIB, in the form set forth as
Exhibit F-2 hereto. Notwithstanding the provisions of the immediately preceding sentence, no restrictions shall
apply with respect to the transfer or registration of transfer of a beneficial interest in any Certificate that
is a Global Certificate of a Class to a transferee that takes delivery in the form of a beneficial interest in
the Global Certificate of such Class provided that each such transferee shall be deemed to have made such
representations and warranties contained in the Rule 144A Certificate as are sufficient to establish that it is a
QIB. In the case of a proposed transfer of any Certificate to a transferee other than a QIB, the Securities
Administrator may require an Opinion of Counsel addressed to the Securities Administrator that such transaction
is exempt from the registration requirements of the Securities Act. The cost of such opinion shall not be an
expense of the Securities Administrator or the Trust Fund.
(b) The Private Certificates shall each bear a Securities Legend.
Section 5.07. ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or
Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or
other retirement arrangement that is subject to Title I of ERISA or Section 4975 of the Code (a "Plan"), or by a
person using "plan assets" of a Plan, unless the proposed transferee provides the Securities Administrator, with
an Opinion of Counsel addressed to the Master Servicer and the Securities Administrator (upon which they may
rely) that is satisfactory to the Securities Administrator, which opinion will not be at the expense of the
Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such
Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer or the Securities
Administrator to any obligation in addition to those undertaken in the Agreement.
(b) Unless such Person has provided an Opinion of Counsel in accordance with Section 5.07(a), any Person acquiring
an interest in a Global Certificate which is a Private Certificate, by acquisition of such Certificate, shall be
deemed to have represented to the Securities Administrator, and any Person acquiring an interest in a Private
Certificate in definitive form shall represent in writing to the Securities Administrator, that it is not
acquiring an interest in such Certificate directly or indirectly by, or on behalf of, or with "plan assets" of,
an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA and/or Section 4975
of the Code.
(c) Each beneficial owner of a Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2, Class II-B-1, Class II-B-2,
Class II-B-3, Class II-B-4, Class II-B-5, Class II-B-6, Class II-B-7. Class II-B-8, Class III-B-1, Class III-B-2
or Class III-B-3 Certificate or any interest therein shall be deemed to have represented, by virtue of its
acquisition or holding of that certificate or interest therein, that either (i) such Certificate is rated at
least "BBB-" or its equivalent by Fitch, S&P or Xxxxx'x, (ii) such beneficial owner is not a Plan or investing
with "plan assets" of any Plan, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire
or hold the certificate or interest therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in Sections I and III of PTCE 95-60
have been satisfied.
(d) Neither the Master Servicer nor the Securities Administrator will be required to monitor, determine or inquire
as to compliance with the transfer restrictions with respect to the Global Certificates. Any attempted or
purported transfer of any Certificate in violation of the provisions of Sections (a), (b) or (c) above shall be
void ab initio and such Certificate shall be considered to have been held continuously by the prior permitted
Certificateholder. Any transferor of any Certificate in violation of such provisions, shall indemnify and hold
harmless the Securities Administrator and the Master Servicer from and against any and all liabilities, claims,
costs or expenses incurred by the Securities Administrator or the Master Servicer as a result of such attempted
or purported transfer. The Securities Administrator shall have no liability for transfer of any such Global
Certificates in or through book-entry facilities of any Depository or between or among Depository Participants or
Certificate Owners made in violation of the transfer restrictions set forth herein.
Section 5.08. Rule 144A Information. For so long as any Private Certificates are outstanding, (1) the Sponsor
will provide or cause to be provided to any holder of such Private Certificates and any prospective purchaser
thereof designated by such a holder, upon the request of such holder or prospective purchaser, the information
required to be provided to such holder or prospective purchaser by Rule 144A(d)(4) under the Securities Act; and
(2) the Sponsor shall update such information from time to time in order to prevent such information from
becoming false and misleading and will take such other actions as are necessary to ensure that the safe harbor
exemption from the registration requirements of the Securities Act under Rule 144A is and will be available for
resales of such Private Certificates conducted in accordance with Rule 144A.
ARTICLE VI
Payments to Certificateholders
Section 6.01. Distributions on the Group I Certificates. (a) On each Distribution Date, with respect to Loan
Group I, an amount equal to the Interest Funds and Principal Funds for such Distribution Date shall be withdrawn
by the Securities Administrator from the Distribution Account in respect of Loan Group I to the extent of funds
on deposit therein and distributed in the following order of priority:
First, Interest Funds will be distributed, in the following manner and order of priority:
1. From Interest Funds in respect of Sub-Loan Group I-1, to the Class I-1A-1 Certificates and the Class I-1A-2
Certificates, the Current Interest and then any Interest Carry-Forward Amount for each such Class, on a
pro rata basis based on the Current Interest and Interest Carry-Forward Amount owed to each such Class,
(b) from Interest Funds in respect of Sub-Loan Group I-2, to the Class I-2A-1 Certificates and the Class
I-2A-2 Certificates, the Current Interest and then any Interest Carry-Forward Amount for each such
Class, on a pro rata basis based on the Current Interest and Interest Carry-Forward Amount owed to each
such Class, and (c) from Interest Funds in respect of Sub-Loan Group I-3, to the Class I-3A-1
Certificates and the Class I-3A-2 Certificates, the Current Interest and then any Interest Carry-Forward
Amount for each such Class, on a pro rata basis based on the Current Interest and Interest Carry-Forward
Amount owed to each such Class;
2. From remaining Interest Funds, to the Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3
Certificates, sequentially, in that order, the Current Interest for each such Class;
3. Any Excess Spread, to the extent necessary to cause the Overcollateralization Amount to equal to the
Overcollateralization Target Amount, will be the Extra Principal Distribution Amount and will be
included as part of the Principal Distribution Amount and distributed in accordance with second (A) and
(B) below; and
4. Any Remaining Excess Spread will be applied, together with the Overcollateralization Release Amount, as Excess
Cashflow pursuant to clauses Third through Thirteenth below.
On any Distribution Date, any shortfalls resulting from the application of the Relief Act and any
Prepayment Interest Shortfalls to the extent not covered by Compensating Interest Payments will be allocated as
set forth in the definition of Current Interest herein.
Second, to pay as principal on the Certificates entitled to payments of principal, in the following
order of priority:
(A) For each Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger Event is in effect, from
Principal Funds and the Extra Principal Distribution Amount for such Distribution Date:
1. (a) With respect to Sub-Loan Group I-1, to the Class I-1A-1 Certificates and the Class I-1A-2 Certificates, on
a pro rata basis in accordance with their respective Certificate Principal Balances, an amount equal to
Sub-Group I-1A Principal Distribution Amount until the Certificate Principal Balances of each such class
thereof are reduced to zero, (b) with respect to Sub-Loan Group I-2, to the Class I-2A-1 Certificates
and the Class I-2A-2 Certificates, on a pro rata basis in accordance with their respective Certificate
Principal Balances, an amount equal to the Sub-Group I-2A Principal Distribution Amount until the
Certificate Principal Balance of each such class thereof are reduced to zero, and (c) with respect to
Sub-Loan Group I-3, to the Class I-3A-1 Certificates and the Class I-3A-2 Certificates, on a pro rata
basis in accordance with their respective Certificate Principal Balances, an amount equal to the
Sub-Group I-3A Principal Distribution Amount until the Certificate Principal Balances of each such Class
thereof are reduced to zero;
2. To the Class I-M-1 Certificates, any remaining Principal Distribution Amount until the Certificate Principal
Balance thereof is reduced to zero;
3. To the Class I-M-2 Certificates, any remaining Principal Distribution Amount until the Certificate Principal
Balance thereof is reduced to zero;
4. To the Class I-B-1 Certificates, any remaining Principal Distribution Amount until the Certificate Principal
Balance thereof is reduced to zero;
5. To the Class I-B-2 Certificates, any remaining Principal Distribution Amount until the Certificate Principal
Balance thereof is reduced to zero; and
6. To the Class I-B-3 Certificates, any remaining Principal Distribution Amount until the Certificate Principal
Balance thereof is reduced to zero.
(B) For each Distribution Date on or after the Stepdown Date, so long as a Trigger Event is not in effect, from
Principal Funds and the Extra Principal Distribution Amount for such Distribution Date:
1. (a) With respect to Sub-Loan Group I-1, to the Class I-1A-1 Certificates and the Class I-1A-2 Certificates,
on a pro rata basis in accordance with their respective Certificate Principal Balances, an amount equal
to the Class I-1A Principal Distribution Amount until the Certificate Principal Balances of each such
Class thereof are reduced to zero, (b) with respect to Sub-Loan Group I-2, to the Class I-2A-1
Certificates and the Class I-2A-2 Certificates, on a pro rata basis in accordance with their respective
Certificate Principal Balance, an amount equal to the Class I-2A Principal Distribution Amount until the
Certificate Principal Balance of each such Class thereof are reduced to zero, and (c) with respect to
Sub-Loan Group I-3, to the Class I-3A-1 Certificates and the Class I-3A-2 Certificates, on a pro rata
basis in accordance with their respective Certificate Principal Balance, an amount equal to the Class
I-3A Principal Distribution Amount until the Certificate Principal Balances of each such Class thereof
are reduced to zero;
2. To the Class I-M-1 Certificates, from any remaining Principal Distribution Amount, the Class I-M-1 Principal
Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;
3. To the Class I-M-2 Certificates, from any remaining Principal Distribution Amount, the Class I-M-2 Principal
Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;
4. To the Class I-B-1 Certificates, from any remaining Principal Distribution Amount, the Class I-B-1 Principal
Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;
5. To the Class I-B-2 Certificates, from any remaining Principal Distribution Amount, the Class I-B-2 Principal
Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; and
6. To the Class I-B-3 Certificates, from any remaining Principal Distribution Amount, the Class I-B-3 Principal
Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero.
(C) Notwithstanding the provisions of clauses Second (A) and (B) above, if on any Distribution Date the
Certificates in a Sub-Loan Group of Loan Group I are no longer outstanding, the portion of Sub-Group
I-1A Principal Distribution Amount, the Sub-Group I-2A Principal Distribution Amount, Sub-Group I-3A
Principal Distribution Amount, Class I-1A Principal Distribution Amount, Class I-2A Principal
Distribution Amount, or Class I-3A Principal Distribution Amount, as applicable, otherwise allocable to
such Sub-Loan Group will be allocated to the other Sub-Loan Groups with outstanding certificates, on a
pro rata basis, in accordance with such Sub-Loan Group's aggregate Certificate Balance, and will be
distributed between the Certificates in such other Sub-Loan Group in the manner set forth in Second (A)
or (B) above, as applicable, until the Certificate Principal Balance of each such Class is reduced to
zero.
Third, from any remaining Excess Cashflow, the following amounts to each Class of Class I-A
Certificates, on a pro rata basis in accordance with the respective amounts owed to each such Class: (a) any
Interest Carry Forward Amount to the extent not paid pursuant to clause First 1 above and then (b) any Unpaid
Realized Loss Amount, in each case for each such Class for such Distribution Date;
Fourth, from any remaining Excess Cashflow, the following amounts to the Class I-M-1 Certificates: (a)
any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for
such Distribution Date;
Fifth, from any remaining Excess Cashflow, the following amounts to the Class I-M-2 Certificates: (a)
any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for
such Distribution Date;
Sixth, from any remaining Excess Cashflow, the following amounts to the Class I-B-1 Certificates: (a)
any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for
such Distribution Date;
Seventh, from any remaining Excess Cashflow, the following amounts to the Class I-B-2 Certificates: (a)
any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for
such Distribution Date;
Eighth, from any remaining Excess Cashflow, the following amounts to the Class I-B-3 Certificates: (a)
any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for
such Distribution Date;
Ninth, from any remaining Excess Cashflow, to each Class of Class I-A Certificates, any Basis Risk
Shortfall Carryforward Amount (remaining unpaid after payments are made under the related Cap Contracts) for each
such Class for such Distribution Date, pro rata, based on the Basis Risk Shortfall and Basis Risk Shortfall Carry
Forward Amount owed to each such Class;
Tenth, from any remaining Excess Cashflow, to the Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and
Class I-B-3 Certificates, in that order, any Basis Risk Shortfall Carryforward Amount (remaining unpaid after
payments are made under the related Cap Contracts), in each case for such Class for such Distribution Date;
Eleventh, from any remaining Excess Cashflow, to the Class B-IO Certificates, the Class B-IO
Distribution Amount for such Distribution Date;
Twelfth, from any remaining Excess Cashflow, to the Class B-IO Certificates, any unreimbursed Class B-IO
Advances; and
Thirteenth, any remaining amounts to the Class R Certificates.
All payments of amounts in respect of Basis Risk Shortfalls or Basis Risk Shortfall Carryforward Amounts
made pursuant to the provisions of this paragraph (a) shall, for federal income tax purposes, be deemed to have
been distributed from REMIC VII to the holders of the Class B-IO Certificates, and then paid outside of any
2006-4 REMIC to the recipients thereof pursuant to an interest rate cap contract. By accepting their Certificates
the holders of the Certificates agree so to treat such payments for purposes of filing their income tax returns.
(b) On each Distribution Date, the related Cap Contract Payment Amount with respect to such Payment Date shall be
distributed in the following order of priority, in each case to the extent of amounts available:
(i) first, to the holders of the related Class or Classes of Certificates, the payment of any Basis Risk Shortfall
Carry Forward Amount for such Distribution Date;
(ii) second, from any remaining amounts, the payment of an amount equal to any Current Interest and Interest Carry
Forward Amount for the related Class or Classes of Certificates to the extent not covered by Interest Funds or
Excess Cashflow on such Distribution Date;
(iii) third, from any remaining amounts, available from the Cap Contracts relating to the Class I-A Certificates,
to the Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates, in that order, to the
extent not paid pursuant to clauses (i) or (ii) above; and
(iv) fourth, to the Class B-IO Certificates, any remaining amount.
On each Distribution Date, amounts on deposit in the Reserve Fund held for the benefit of the Group I
Offered Certificates and the Class I-B-3 Certificates will be allocated first to the Class I-A Certificates, pro
rata, based on the current Realized Losses and any Unpaid Realized Loss Amount for each such Class for such
Distribution Date, and then to the Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3
Certificates, in that order, to pay any current Realized Losses and any Unpaid Realized Loss Amount, in each
case, for such Class and for such Distribution Date to the extent not covered by Excess Cashflow on such
Distribution Date.
All Cap Contract Payment Amounts made with respect to Current Interest and Interest Carry Forward
Amounts will be treated, for federal income tax purposes, as reimburseable advances ("Class B-IO Advances") made
from the holder of the Class B-IO Certificates. Such Class B-IO Advances will be paid back to the holder of the
Class B-IO Certificate pursuant to Section 6.01(a).
(c) On each Distribution Date, all amounts transferred from the Class XP Reserve Account representing Prepayment
Charges in respect of the Prepayment Charge Loans with respect to the Group I Mortgage Loans received during the
related Prepayment Period will be withdrawn from the Distribution Account and distributed by the Securities
Administrator to the Holders of the Class I-XP Certificates and shall not be available for distribution to the
Holders of any other Class of Certificates.
(d) The expenses and fees of the Trust shall be paid by each of the 2006-4 REMICs, to the extent that such
expenses relate to the assets of each of such respective 2006-4 REMICs, and all other expenses and fees of the
Trust shall be paid pro rata by each of the 2006-4 REMICs.
Section 6.02. Distributions on the Group II Certificates and the Group III Certificates. (i) (a) Interest and
principal (as applicable) on the Group II Certificates of each Certificate Group will be distributed by the
Securities Administrator monthly on each Distribution Date, commencing in July 2006, in an amount equal to the
Available Funds for the related Sub-Loan Group on deposit in the Distribution Account in respect of each Sub-Loan
Group in Loan Group II for such Distribution Date. On each Distribution Date, the Available Funds for each
Sub-Loan Group in Loan Group II on deposit in the Distribution Account shall be distributed as follows:
(A) on each Distribution Date, the Available Funds for Sub-Loan Group II-1 will be distributed to the Class
II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates as follows:
first, to the Class II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates, the Accrued
Certificate Interest on such Classes for such Distribution Date, pro rata, based on the Accrued
Certificate Interest owed to each such Class;
second, to the Class II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates, any Accrued
Certificate Interest thereon remaining undistributed from previous Distribution Dates, pro
rata, based on the undistributed Accrued Certificate Interest owed to each such Class, to the
extent of remaining Available Funds for Sub-Loan Group II-1; and
third, to the Class II-1A-1 Certificates and the Class II-1A-2 Certificates, in reduction of
the Certificate Principal Balance of each such Class, the Senior Optimal Principal Amount with
respect to the Sub-Loan Group II-1 Certificates for such Distribution Date, pro rata, based on
the Certificate Principal Balance of each such Class, to the extent of remaining Available
Funds for Sub-Loan Group II-1, until the Certificate Principal Balance of each such Class has
been reduced to zero.
(B) on each Distribution Date, the Available Funds for Sub-Loan Group II-2 will be distributed to the Class
II-2A-1, Class II-2A-2, Class II-2X-1 and Class II-2X-2 Certificates as follows:
first, to the Class II-2A-1, Class II-2A-2, Class II-2X-1 and Class II-2X-2 Certificates, the
Accrued Certificate Interest on such Classes for such Distribution Date, pro rata, based on the
Accrued Certificate Interest owed to each such Class;
second, to the Class II-2A-1, Class II-2A-2, Class II-2X-1 and Class II-2X-2 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates,
pro rata, based on the undistributed Accrued Certificate Interest owed to each such Class, to
the extent of remaining Available Funds for Sub-Loan Group II-2; and
third, to the Class II-2A-1 Certificates and the Class II-2A-2 Certificates, in reduction of
the Certificate Principal Balance of each such Class, the Senior Optimal Principal Amount with
respect to the Sub-Loan Group II-2 Certificates for such Distribution Date, pro rata, based on
the Certificate Principal Balance of each such Class, to the extent of remaining Available
Funds for Sub-Loan Group II-2, until the Certificate Principal Balance of each such Class has
been reduced to zero.
(C) on each Distribution Date, the Available Funds for Sub-Loan Group II-3 will be distributed to the Class
II-3A-1, Class II-3A-2, Class II-3A-3, Class II-3A-4, Class II-3A-5, Class II-3X-1 and Class II-3X-2
Certificates as follows:
first, to the Class II-3A-1, the Class II-3A-2, Class II-3A-3, Class II-3A-4, Class II-3A-5,
Class II-3X-1 and Class II-3X-2 Certificates, the Accrued Certificate Interest on such
Classes for such Distribution Date, pro rata, based on the Accrued Certificate Interest owed to
each such Class;
second, to the Class II-3A-1, Class II-3A-2, Class II-3A-3, Class II-3A-4, Class II-3A-5, Class
II-3X-1 and Class II-3X-2 Certificates, any Accrued Certificate Interest thereon remaining
undistributed from previous Distribution Dates, pro rata, based on the undistributed Accrued
Certificate Interest owed to each such Class, to the extent of remaining Available Funds for
Sub-Loan Group II-3; and
third, concurrently and pro rata (i) first to the Class II-3A-1 Certificates, the Class II-3A-2
Certificates, Class II-3A-3 Certificates and Class II-3A-4 Certificates sequentially, in that
order, and (ii) to the Class II-3A-5 Certificates, in each case, in reduction of the
Certificate Principal Balance of each such Class, the Senior Optimal Principal Amount with
respect to the Sub-Loan Group II-3 Certificates for such Distribution Date, based on the
Certificate Principal Balance of each such Class, as applicable, to the extent of remaining
Available Funds for Sub-Loan Group II-3, until the Certificate Principal Balance of each such
Class has been reduced to zero.
(D) Except as provided in clauses (E) and (F) below, on each Distribution Date on or prior to the Cross-Over Date,
an amount equal to the sum of any remaining Available Funds for all Loan Groups in Loan Group II after
the distributions in clauses (A) through (C) above will be distributed sequentially, in the following
order, to the Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5, Class II-B-6, Class
II-B-7, Class II-B-8, Class II-B-9, Class II-B-10 and Class II-B-11 Certificates, in each case up to an
amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such
Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the
extent of remaining Available Funds for all Sub-Loan Groups in Loan Group II.
(E) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the aggregate
Certificate Principal Balance of the Group II Senior Certificates in any Certificate Group to zero, the
remaining Certificate Groups related to the Group II Mortgage Loans will be entitled to receive in
reduction of their Certificate Principal Balances, pro rata based upon aggregate Certificate Principal
Balance of the Senior Certificates in each Certificate Group related to the Group II Mortgage Loans
immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such
remaining Group II Senior Certificates' respective Sub-Loan Group allocated to such Senior Certificates,
100% of the Principal Prepayments on any Group II Mortgage Loan in the Sub-Loan Group or Sub-Loan Groups
relating to any fully paid Certificate Group. Such amounts allocated to Group II Senior Certificates
shall be treated as part of the Available Funds for the related Sub-Loan Group and distributed as part
of the related Senior Optimal Distribution Amount in accordance with priority third in clauses (A)
through (C) above, as applicable, in reduction of the Certificate Principal Balances thereof.
Notwithstanding the foregoing, if (i) the weighted average of the Subordinate Percentages for each
Sub-Loan Group in Loan Group II on such Distribution Date equals or exceeds two times the initial
weighted average of the Subordinate Percentages for each Sub-Loan Group in Loan Group II and (ii) the
aggregate Stated Principal Balance of the Group II Mortgage Loans Delinquent 60 days or more (including
for this purpose any such Mortgage Loans in foreclosure and Group II Mortgage Loans with respect to
which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months,
as a percentage of the aggregate Certificate Principal Balance of the Group II Subordinate Certificates
does not exceed 100%, then the additional allocation of Principal Prepayments to the Certificates in
accordance with this clause will not be made and 100% of the Principal Prepayments on any Group II
Mortgage Loan in the Sub-Loan Group relating to the fully paid Certificate Group or Certificate Groups
related to the Group II Mortgage Loans will be allocated to the Group II Subordinate Certificates.
(F) For any Undercollateralized Certificate Group on any Distribution Date prior to the Cross-Over Date, (i) 100%
of amounts otherwise allocable to the Group II Subordinate Certificates in respect of principal will be
distributed to the Group II Senior Certificates of such Undercollateralized Certificate Group on a pro
rata basis in accordance with their respective Certificate Principal Balances in reduction of the
Certificate Principal Balances thereof, until the aggregate Certificate Principal Balance of such Group
II Senior Certificates is an amount equal to the aggregate Stated Principal Balance of the Group II
Mortgage Loans in the related Sub-Loan Group and (ii) the Accrued Certificate Interest otherwise
allocable to the Group II Subordinate Certificates on such Distribution Date will be reduced and
distributed to such Group II Senior Certificates, to the extent of any amount due and unpaid on such
Group II Senior Certificates, in an amount equal to one month's interest at a rate equal to the related
Pass-Through Rate for such Distribution Date on the related Undercollateralized Amount. Any such
reduction in the Accrued Certificate Interest on the Group II Subordinate Certificates will be allocated
in reverse order of their respective numerical designations, commencing with the Class II-B-11
Certificates. If there exists more than one Undercollateralized Certificate Group on a Distribution
Date, amounts distributable to such Undercollateralized Certificate Groups pursuant to this clause will
be allocated between such Undercollateralized Certificate Groups, pro rata, based upon their respective
Undercollateralized Amounts.
(G) If, after distributions have been made pursuant to priorities first and second of clauses (A) through
(C) above on any Distribution Date, the remaining Available Funds for any Sub-Loan Group in Loan Group II
is less than the Senior Optimal Principal Amount for that Sub-Loan Group, the Senior Optimal Principal
Amount for such Sub-Loan Group shall be reduced by that amount, and the remaining Available Funds for
such Sub-Loan Group will be distributed as principal among the related Classes of Group II Senior
Certificates on a pro rata basis in accordance with their respective Certificate Principal Balances.
(H) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the
Classes of Certificates entitled thereto, will be distributed to the Class R Certificates; provided that
if on any Distribution Date there are any Available Funds for any Sub-Loan Group in Loan Group II
remaining after payment of interest and principal to a Class or Classes of Certificates entitled
thereto, such amounts will be distributed to the other Classes of Group II Senior Certificates, pro
rata, based upon their Certificate Principal Balances, until all amounts due to all Classes of Group II
Senior Certificates have been paid in full and then to any Group II Subordinate Certificates (unless
otherwise described herein), before any Available Funds are distributed in accordance with this clause
to the Class R Certificates.
(b) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the
Distribution Date on which the Certificate Principal Balance of such Certificate has been reduced to zero.
(c) If on any Distribution Date the Available Funds for the Group II Senior Certificates in any Certificate Group
is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior
to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be
allocated to the holders of the Class of Senior Certificates in such Certificate Group on a pro rata basis in
accordance with the amount of Accrued Certificate Interest for that Distribution Date absent such shortfalls. In
addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be
distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent
Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as
required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments
will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to
the extent of applicable Compensating Interest Payments.
(d) The expenses and fees of the Trust shall be paid by each of the 2006-4 REMICs, to the extent that such
expenses relate to the assets of each of such respective 2006-4 REMICs, and all other expenses and fees of the
Trust shall be paid pro rata by each of the 2006-4 REMICs.
(e) On each Distribution Date, all amounts transferred from the Class XP Reserve Account representing Prepayment
Charges in respect of the Prepayment Charge Loans with respect to the Group II Mortgage Loans received during the
related Prepayment Period will be withdrawn from the Distribution Account and distributed by the Securities
Administrator to the Holders of the Class II-XP Certificates and shall not be available for distribution to the
Holders of any other Class of Certificates.
(A) on each Distribution Date, the Available Funds for Sub-Loan Group III-1 will be distributed to the Class
III-1A-1 Certificates and Class III-1A-2 Certificates as follows:
first, to the Class III-1A-1 Certificates and Class III-1A-2 Certificates, the Accrued
Certificate Interest on such Classes for such Distribution Date, pro rata, based on the Accrued
Certificate Interest owed to each such Class;
second, to the Class III-1A-1 Certificates and Class III-1A-2 Certificates, any Accrued
Certificate Interest thereon remaining undistributed from previous Distribution Dates, pro
rata, based on the undistributed Accrued Certificate Interest owed to each such Class, to the
extent of remaining Available Funds for Sub-Loan Group III-1; and
third, to the Class III-1A-1 Certificates and the Class III-1A-2 Certificates, in reduction of
the Certificate Principal Balance of each such Class, the Senior Optimal Principal Amount with
respect to the Sub-Loan Group III-1 Certificates for such Distribution Date, pro rata, based on
the Certificate Principal Balance of each such Class, to the extent of remaining Available
Funds for Sub-Loan Group III-1, until the Certificate Principal Balance of each such Class has
been reduced to zero.
(B) on each Distribution Date, the Available Funds for Sub-Loan Group III-2 will be distributed to the Class
III-2A-1 Certificates Class III-2A-2 Certificates as follows:
first, to the Class III-2A-1 Certificates and Class III-2A-2 Certificates, the Accrued
Certificate Interest on such Classes for such Distribution Date, pro rata, based on the Accrued
Certificate Interest owed to each such Class;
second, to the Class III-2A-1 Certificates and Class III-2A-2 Certificates, any Accrued
Certificate Interest thereon remaining undistributed from previous Distribution Dates, pro
rata, based on the undistributed Accrued Certificate Interest owed to each such Class, to the
extent of remaining Available Funds for Sub-Loan Group III-2; and
third, to the Class III-2A-1 Certificates and the Class III-2A-2 Certificates, in reduction of
the Certificate Principal Balance of each such Class, the Senior Optimal Principal Amount with
respect to the Sub-Loan Group III-2 Certificates for such Distribution Date, pro rata, based on
the Certificate Principal Balance of each such Class, to the extent of remaining Available
Funds for Sub-Loan Group III-2, until the Certificate Principal Balance of each such Class has
been reduced to zero.
(C) on each Distribution Date, the Available Funds for Sub-Loan Group III-3 will be distributed to the Class
III-3A-1, Class III-3A-2, Class III-3A-3, Class III-3A-4, Class III-3X-1 and Class III-3X-2 Certificates
as follows:
first, to the Class III-3A-1, Class III-3A-2, Class III-3A-3, Class III-3A-4, Class III-3X-1
and Class III-3X-2 Certificates, the Accrued Certificate Interest on such Classes for such
Distribution Date, pro rata, based on the Accrued Certificate Interest owed to each such Class;
second, to the Class III-3A-1, Class III-3A-2, Class III-3A-3, Class III-3A-4, Class III-3X-1
and Class III-3X-2 Certificates, any Accrued Certificate Interest thereon remaining
undistributed from previous Distribution Dates, pro rata, based on the undistributed Accrued
Certificate Interest owed to each such Class, to the extent of remaining Available Funds for
Sub-Loan Group III-3; and
third, concurrently and pro rata (i) to the Class III-3A-1, Class III-3A-2 and Class III-3A-3
Certificates sequentially, in that order, and (ii) to the Class III-3A-4 Certificate, in each
case in reduction of the Certificate Principal Balance of each such Class, the Senior Optimal
Principal Amount with respect to the Sub-Loan Group III-3 Certificates for such Distribution
Date, based on the Certificate Principal Balance of each such Class, as applicable, to the
extent of remaining Available Funds for Sub-Loan Group III-3, until the Certificate Principal
Balance of each such Class has been reduced to zero.
(D) Except as provided in clauses (E) and (F) below, on each Distribution Date on or prior to the Cross-Over Date,
an amount equal to the sum of any remaining Available Funds for all Loan Groups in Loan Group II after
the distributions in clauses (A) through (C) above will be distributed sequentially, in the following
order, to the Class III-B-1, Class III-B-2, Class III-B-3, Class III-B-4, Class III-B-5 and Class
III-B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued
Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon
remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such
Distribution Date, in each case, to the extent of remaining Available Funds for all Sub-Loan Groups in
Loan Group III.
(E) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the aggregate
Certificate Principal Balance of the Group III Senior Certificates in any Certificate Group to zero, the
remaining Certificate Groups related to the Group III Mortgage Loans will be entitled to receive in
reduction of their Certificate Principal Balances, pro rata based upon aggregate Certificate Principal
Balance of the Senior Certificates in each Certificate Group related to the Group III Mortgage Loans
immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such
remaining Group III Senior Certificates' respective Sub-Loan Group allocated to such Senior
Certificates, 100% of the Principal Prepayments on any Group III Mortgage Loan in the Sub-Loan Group or
Sub-Loan Groups relating to any fully paid Certificate Group. Such amounts allocated to Group III
Senior Certificates shall be treated as part of the Available Funds for the related Sub-Loan Group and
distributed as part of the related Senior Optimal Distribution Amount in accordance with priority third
in clauses (A) through (C) above, as applicable, in reduction of the Certificate Principal Balances
thereof. Notwithstanding the foregoing, if (i) the weighted average of the Subordinate Percentages for
each Sub-Loan Group in Loan Group III on such Distribution Date equals or exceeds two times the initial
weighted average of the Subordinate Percentages for each Sub-Loan Group in Loan Group III and (ii) the
aggregate Stated Principal Balance of the Group III Mortgage Loans Delinquent 60 days or more (including
for this purpose any such Mortgage Loans in foreclosure and Group III Mortgage Loans with respect to
which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months,
as a percentage of the aggregate Certificate Principal Balance of the Group III Subordinate Certificates
does not exceed 100%, then the additional allocation of Principal Prepayments to the Certificates in
accordance with this clause will not be made and 100% of the Principal Prepayments on any Group III
Mortgage Loan in the Sub-Loan Group relating to the fully paid Certificate Group or Certificate Groups
related to the Group III Mortgage Loans will be allocated to the Group III Subordinate Certificates.
(F) For any Undercollateralized Certificate Group on any Distribution Date prior to the Cross-Over Date, (i) 100%
of amounts otherwise allocable to the Group III Subordinate Certificates in respect of principal will be
distributed to the Group III Senior Certificates of such Undercollateralized Certificate Group on a pro
rata basis in accordance with their respective Certificate Principal Balances in reduction of the
Certificate Principal Balances thereof, until the aggregate Certificate Principal Balance of such Group
III Senior Certificates is an amount equal to the aggregate Stated Principal Balance of the Group III
Mortgage Loans in the related Sub-Loan Group and (ii) the Accrued Certificate Interest otherwise
allocable to the Group III Subordinate Certificates on such Distribution Date will be reduced and
distributed to such Group III Senior Certificates, to the extent of any amount due and unpaid on such
Group III Senior Certificates, in an amount equal to one month's interest at a rate equal to the related
Pass-Through Rate for such Distribution Date on the related Undercollateralized Amount. Any such
reduction in the Accrued Certificate Interest on the Group III Subordinate Certificates will be
allocated in reverse order of their respective numerical designations, commencing with the Class III-B-6
Certificates. If there exists more than one Undercollateralized Certificate Group on a Distribution
Date, amounts distributable to such Undercollateralized Certificate Groups pursuant to this clause will
be allocated between such Undercollateralized Certificate Groups, pro rata, based upon their respective
Undercollateralized Amounts.
(G) If, after distributions have been made pursuant to priorities first and second of clauses (A) through
(C) above on any Distribution Date, the remaining Available Funds for any Sub-Loan Group in Loan Group
III is less than the Senior Optimal Principal Amount for that Sub-Loan Group, the Senior Optimal
Principal Amount for such Sub-Loan Group shall be reduced by that amount, and the remaining Available
Funds for such Sub-Loan Group will be distributed as principal among the related Classes of Group III
Senior Certificates on a pro rata basis in accordance with their respective Certificate Principal
Balances.
(H) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the
Classes of Certificates entitled thereto, will be distributed to the Class R Certificates; provided that
if on any Distribution Date there are any Available Funds for any Sub-Loan Group in Loan Group III
remaining after payment of interest and principal to a Class or Classes of Certificates entitled
thereto, such amounts will be distributed to the other Classes of Group III Senior Certificates, pro
rata, based upon their Certificate Principal Balances, until all amounts due to all Classes of Group III
Senior Certificates have been paid in full based upon their respective Certificate Principal Balances,
until all amounts due to all classes of Group II Senior Certificates have been paid in full and then to
any Group III Subordinate Certificates (unless otherwise described herein), before any Available Funds
are distributed in accordance with this clause to the Class R Certificates.
(b) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after
the Distribution Date on which the Certificate Principal Balance of such Certificate has been reduced to zero.
(c) If on any Distribution Date the Available Funds for the Group III Senior Certificates in any
Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such
Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the
shortfall will be allocated to the holders of the Class of Senior Certificates in such Certificate Group on a pro
rata basis in accordance with the amount of Accrued Certificate Interest for that Distribution Date absent such
shortfalls. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate
Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts
on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest
distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in
interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or
otherwise, except to the extent of applicable Compensating Interest Payments.
(d) The expenses and fees of the Trust shall be paid by each of the 2006-4 REMICs, to the extent
that such expenses relate to the assets of each of such respective 2006-4 REMICs, and all other expenses and fees
of the Trust shall be paid pro rata by each of the 2006-4 REMICs.
Section 6.03. Allocation of Losses and Subsequent Recoveries on the Group I Certificates. (a) On or prior to each
Determination Date, the Master Servicer shall determine the amount of any Realized Loss in respect of each Group
I Mortgage Loan that occurred during the immediately preceding calendar month, based on information provided by
the related Servicer. Any Realized Losses with respect to the Group I Mortgage Loans shall be applied on each
Distribution Date after the distributions provided for in Section 6.01, in reduction of the Certificate Principal
Balance of the Class or Classes of Group I Certificates to the extent provided in the definition of Applied
Realized Loss Amount.
(b) In addition, in the event that the Master Servicer or the Securities Administrator receives any
Subsequent Recoveries from a Servicer, the Master Servicer shall deposit such funds into the Distribution Account
pursuant to Section 4.01(c)(ii). If, after taking into account such Subsequent Recoveries, the amount of a
Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Certificate
Principal Balance of the Class of Group I Certificates with the highest payment priority to which Applied
Realized Loss Amounts have been allocated, but not by more than the amount of Applied Realized Loss Amounts
previously allocated to that Class of Group I Certificates. The amount of any Subsequent Recoveries first will
be applied to sequentially increase the Certificate Principal Balance of the Group I Certificates, with respect
to Sub-Loan Group I-1, beginning with the Class I-1A-1 Certificates and then the Class I-1A-2 Certificates, with
respect to Sub-Loan Group I-2, beginning with the Class I-2A-1 Certificates and then the Class I-2A-2, with
respect to Sub-Loan Group I-3, beginning with the Class I-3A-1 Certificates and then the Class I-3A-2
Certificates, and then any remaining Subsequent Recoveries will be applied to the Group I Subordinate
Certificates starting with the Group I Subordinate Certificate with the highest payment priority, in each case,
up to the amount of such Applied Realized Loss Amount, to the extent not covered by Excess Spread and
Overcollateralization, previously allocated to such Class or Classes. Notwithstanding the forgoing, any
Subsequent Recoveries will be allocated to the Group I Senior Certificates to the extent of any Applied Realized
Loss Amounts before being applied to the Group I Subordinate Certificates. Holders of such Group I Certificates
will not be entitled to any payments in respect of Current Interest on the amount of such increases for any
Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall
be applied to the Certificate Principal Balance of each Group I Certificate of such Class in accordance with its
respective Fractional Undivided Interest.
Section 6.04. Allocation of Losses and Subsequent Recoveries on the Group II Certificates and the Group III
Certificates. (a) On or prior to each Determination Date, the Master Servicer shall determine the amount of any
Realized Loss in respect of each Group II Mortgage Loan and Group III Mortgage Loan that occurred during the
immediately preceding calendar month, based on information provided by the related Servicer.
(b) (i) With respect to any Group II Certificates on any Distribution Date, the principal portion of each Realized
Loss on a Group II Mortgage Loan in a Sub-Loan Group shall be allocated as follows:
first, to the Class II-B-11 Certificates until the Certificate Principal Balance thereof has
been reduced to zero;
second, to the Class II-B-10 Certificates until the Certificate Principal Balance thereof has
been reduced to zero;
third, to the Class II-B-9 Certificates until the Certificate Principal Balance thereof has
been reduced to zero;
fourth, to the Class II-B-8 Certificates until the Certificate Principal Balance thereof has
been reduced to zero;
fifth, to the Class II-B-7 Certificates until the Certificate Principal Balance thereof has
been reduced to zero;
sixth, to the Class II-B-6 Certificates until the Certificate Principal Balance thereof has
been reduced to zero;
seventh, to the Class II-B-5 Certificates until the Certificate Principal Balance thereof has
been reduced to zero;
eighth, to the Class II-B-4 Certificates until the Certificate Principal Balance thereof has
been reduced to zero;
ninth, to the Class II-B-3 Certificates until the Certificate Principal Balance thereof has
been reduced to zero;
tenth, to the Class II-B-2 Certificates until the Certificate Principal Balance thereof has
been reduced to zero;
eleventh, to the Class II-B-1 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; and
twelfth, to the Senior Certificates in the related Certificate Group until the Certificate
Principal Balances thereof has been reduced to zero in accordance with clause (d) below;
(ii) With respect to any Group III Certificates on any Distribution Date, the principal portion
of each Realized Loss on a Group III Mortgage Loan in a Sub-Loan Group shall be allocated as follows:
first, to the Class III-B-6 Certificates until the Certificate Principal Balance thereof has
been reduced to zero;
second, to the Class III-B-5 Certificates until the Certificate Principal Balance thereof has
been reduced to zero;
third, to the Class III-B-4 Certificates until the Certificate Principal Balance thereof has
been reduced to zero;
fourth, to the Class III-B-3 Certificates until the Certificate Principal Balance thereof has
been reduced to zero;
fifth, to the Class III-B-2 Certificates until the Certificate Principal Balance thereof has
been reduced to zero;
sixth, to the Class III-B-1 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; and
seventh, to the Senior Certificates in the related Certificate Group until the Certificate
Principal Balances thereof has been reduced to zero in accordance with clause (d) below;
(c) Notwithstanding the foregoing clause (b), no such allocation of any Realized Loss shall be made on a
Distribution Date to any Class of (i) Group II Subordinated Certificates to the extent that such allocation would
result in the reduction of the aggregate Certificate Principal Balances of all Group II Certificates in as of
such Distribution Date, after giving effect to all distributions and prior allocations of Realized Losses on the
Group II Mortgage Loans on such date, to an amount less than the aggregate Stated Principal Balance of all of the
Group II Mortgage Loans as of the first day of the month of such Distribution Date and (ii) Group II Senior
Certificates in a Certificate Group to the extent that such allocation would result in the reduction of the
aggregate Certificate Principal Balances of all the Group II Senior Certificates in such Certificate Group as of
such Distribution Date, after giving effect to all distributions and prior allocations of Realized Losses on the
Group II Mortgage Loans in the related Sub-Loan Group in Loan Group II on such date, to an amount less than the
aggregate Stated Principal Balance of all of the Group II Mortgage Loans in such Sub-Loan Group as of the first
day of the month of such Distribution Date (each such limitation in clause (i) and (ii), the "Loss Allocation
Limitation"). Notwithstanding the foregoing clause (b), no such allocation of any Realized Loss shall be made on
a Distribution Date to any Class of (i) Group III Subordinated Certificates to the extent that such allocation
would result in the reduction of the aggregate Certificate Principal Balances of all Group III Certificates in as
of such Distribution Date, after giving effect to all distributions and prior allocations of Realized Losses on
the Group III Mortgage Loans on such date, to an amount less than the aggregate Stated Principal Balance of all
of the Group III Mortgage Loans as of the first day of the month of such Distribution Date and (ii) Group III
Senior Certificates in a Certificate Group to the extent that such allocation would result in the reduction of
the aggregate Certificate Principal Balances of all the Group III Senior Certificates in such Certificate Group
as of such Distribution Date, after giving effect to all distributions and prior allocations of Realized Losses
on the Group III Mortgage Loans in the related Sub-Loan Group in Loan Group III on such date, to an amount less
than the aggregate Stated Principal Balance of all of the Group III Mortgage Loans in such Sub-Loan Group as of
the first day of the month of such Distribution Date (each such limitation in clause (i) and (ii), the "Loss
Allocation Limitation").
(d) The principal portion of any Realized Losses allocated to a Class of Certificates in Loan Group II and Loan
Group III shall be allocated among the Certificates of such Class in proportion to their respective Certificate
Principal Balances. The principal portion of any allocation of Realized Losses shall be accomplished by reducing
the Certificate Principal Balance of the related Certificates on the related Distribution Date. The principal
portion of any Realized Losses allocated to the Sub-Loan Group II-1 Certificates will be allocated first to the
Class II-1A-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero and then to
the Class II-1A-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero. The
principal portion of any Realized Losses allocated to the Sub-Loan Group II-2 Certificates will be allocated
first to the Class II-2A-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero
and then to the Class II-2A-1 Certificates until the Certificate Principal Balance thereof has been reduced to
zero. The principal portion of any Realized Losses allocated to the Sub-Loan Group II-3 Certificates will be
allocated first to the Class II-3A-5 Certificates until the Certificate Principal Balance thereof has been
reduced to zero, and then to the Class II-3A-4, Class II-3A-3, Class II-3A-2 and Class II-3A-1 Certificates, on a
pro rata basis, in each case based on their respective Certificate Principal Balances, until the Certificate
Principal Balances thereof have been reduced to zero. The principal portion of any Realized Losses allocated to
the Sub-Loan Group III-1 Certificates will be allocated first to the Class III-1A-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero and then to the Class III-1A-1 Certificates until
the Certificate Principal Balance thereof has been reduced to zero. The principal portion of any Realized Losses
allocated to the Sub-Loan Group III-2 Certificates will be allocated first to the Class III-2A-2 Certificates
until the Certificate Principal Balance thereof has been reduced to zero and then to the Class III-2A-1
Certificates until the Certificate Principal Balance thereof has been reduced to zero. The principal portion of
any Realized Losses allocated to the Sub-Loan Group III-3 Certificates will be allocated first to the Class
III-3A-4 Certificates until the Certificate Principal Balance thereof has been reduced to zero and then to the
Class III-3A-3, Class III-A-2 and Class III-A-1, on a pro rata basis, in each case based on their respective
Certificate Principal Balances, until the Certificate Principal Balances thereof have been reduced to zero. Once
any of the Certificates in a Certificate Group in Loan Group II has been reduced to zero, the principal portion
of Realized Losses on the Mortgage Loans in the related Sub-Loan Group (if any) that are not allocated to the
related Subordinate Certificates pursuant to Section 6.04(b)(i) will be allocated pro rata based upon their
respective Certificate Principal Balances to the remaining Group II Senior Certificates of the other Certificate
Groups, pro rata based upon their respective Certificate Principal Balances. Once the aggregate Certificate
Principal Balance of the Certificates in a Certificate Group in Loan Group III has been reduced to zero, the
principal portion of Realized Losses on the Mortgage Loans in the related Sub-Loan Group (if any) that are not
allocated to the related Subordinate Certificates pursuant to Section 6.04(b)(ii) will be allocated pro rata
based upon their respective Certificate Principal Balances to the remaining Group III Senior Certificates of the
other Certificate Groups, pro rata based upon their respective Certificate Principal Balances.
(e) Realized Losses shall be allocated on the Distribution Date in the month following the month in which such
loss was incurred and, in the case of the principal portion thereof, after giving effect to distributions made on
such Distribution Date.
(f) On each Distribution Date, the Securities Administrator shall determine the Subordinate Certificate Writedown
Amounts. Any Subordinate Certificate Writedown Amount shall effect a corresponding reduction in the Certificate
Principal Balance of the Class II-B Certificates or the Class III-B Certificates, as applicable, in the reverse
order of their numerical Class designations.
(g) The applicable Senior Percentage of Net Interest Shortfalls will be allocated among the Group II Senior
Certificates in the related Group II Certificate Group in proportion to the amount of Accrued Certificate
Interest that would have been allocated thereto in the absence of such shortfalls. The applicable Subordinate
Percentage of Net Interest Shortfall will be allocated among the Group II Subordinate Certificates in proportion
to the amount of Accrued Certificate Interest that would have been allocated thereto in the absence of such
shortfalls. The interest portion of any Realized Losses with respect to the Group II Mortgage Loans occurring on
or prior to the Cross-Over Date will be allocated to the Class II-B Certificates in inverse order of their
numerical Class designations. Following the Cross-Over Date, the interest portion of Realized Losses on the
Group II Mortgage Loans will be allocated to the Group II Senior Certificates in the related Group II Certificate
Group on a pro rata basis in proportion to the amount of Accrued Certificate Interest that would have been
allocated thereto in the absence of such Realized Losses. The applicable Senior Percentage of Net Interest
Shortfalls will be allocated among the Group III Senior Certificates in the related Group III Certificate Group
in proportion to the amount of Accrued Certificate Interest that would have been allocated thereto in the absence
of such shortfalls. The applicable Subordinate Percentage of Net Interest Shortfall will be allocated among the
Group III Subordinate Certificates in proportion to the amount of Accrued Certificate Interest that would have
been allocated thereto in the absence of such shortfalls. The interest portion of any Realized Losses with
respect to the Group III Mortgage Loans occurring on or prior to the Cross-Over Date will be allocated to the
Class III-B Certificates in inverse order of their numerical Class designations. Following the Cross-Over Date,
the interest portion of Realized Losses on the Group III Mortgage Loans will be allocated to the Group III Senior
Certificates in the related Group III Certificate Group on a pro rata basis in proportion to the amount of
Accrued Certificate Interest that would have been allocated thereto in the absence of such Realized Losses.
(h) In addition, in the event that the Master Servicer receives any Subsequent Recoveries from a
Servicer, the Master Servicer shall deposit such funds into the Distribution Account pursuant to Section
4.01(c)(ii). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced,
the amount of such Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the
related Class of Group II Subordinate Certificates or Group III Subordinate Certificates with the highest payment
priority to which Realized Losses have been allocated, but not by more than the amount of Realized Losses
previously allocated to that Class of Group II Subordinate Certificates or Group III Subordinate Certificates, as
applicable, pursuant to this Section 6.04. The amount of any remaining Subsequent Recoveries will be applied to
sequentially increase the Certificate Principal Balance of the Group II Subordinate Certificates or Group III
Subordinate Certificates, as applicable, beginning with the related Class of Subordinate Certificates with the
next highest payment priority, up to the amount of such Realized Losses previously allocated to such Class or
Classes of Certificates pursuant to this Section 6.04. Holders of such Certificates will not be entitled to any
payments in respect of current interest on the amount of such increases for any Interest Accrual Period preceding
the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate
Principal Balance of each Subordinate Certificate of such related Class in accordance with its respective
Fractional Undivided Interest.
Section 6.05. Cross-Collateralization. Notwithstanding the foregoing, on any Distribution Date on which the
Certificate Principal Balance of the Group I Subordinate Certificates, Group II Subordinate Certificates or Group
III Subordinate Certificates have been reduced to zero and a Realized Loss that is a Special Hazard Loss is to be
allocated to the related Senior Certificates, such loss will be allocated among such Senior Certificates and the
most subordinate outstanding class of non-related Subordinate Certificates on a pro rata basis, based on the
Certificate Principal Balance thereof.
Section 6.06. Payments. (a) On each Distribution Date, other than the final Distribution Date, the Securities
Administrator shall distribute to each Certificateholder of record as of the immediately preceding Record Date
the Certificateholder's pro rata share of its Class (based on the aggregate Fractional Undivided Interest
represented by such Holder's Certificates) of all amounts required to be distributed on such Distribution Date to
such Class. The Securities Administrator shall calculate the amount to be distributed to each Class and, based
on such amounts, the Securities Administrator shall determine the amount to be distributed to each
Certificateholder. The Securities Administrator's calculations of payments shall be based solely on information
provided to the Securities Administrator by the Master Servicer. The Securities Administrator shall not be
required to confirm, verify or recompute any such information but shall be entitled to rely conclusively on such
information.
(b) Payment of the above amounts to each Certificateholder shall be made (i) by check mailed to each
Certificateholder entitled thereto at the address appearing in the Certificate Register or (ii) upon receipt by
the Securities Administrator on or before the fifth Business Day preceding the Record Date of written
instructions from a Certificateholder by wire transfer to a United States dollar account maintained by the payee
at any United States depository institution with appropriate facilities for receiving such a wire transfer;
provided, however, that the final payment in respect of each Class of Certificates will be made only upon
presentation and surrender of such respective Certificates at the office or agency of the Securities
Administrator specified in the notice to Certificateholders of such final payment.
Section 6.07. Statements to Certificateholders. On each Distribution Date, concurrently with each distribution to
Certificateholders, the Securities Administrator shall make available to the parties hereto and each
Certificateholder, via the Securities Administrator's internet website as set forth below, the following
information, expressed in the aggregate and as a Fractional Undivided Interest representing an initial
Certificate Principal Balance of $1,000, or in the case of the Class B-IO Certificates, an initial Notional
Amount of $1,000:
(a) the Certificate Principal Balance or Notional Amount, as applicable, of each Class after giving effect (i) to
all distributions allocable to principal on such Distribution Date and (ii) the allocation of any Applied
Realized Loss Amounts for such Distribution Date;
(b) the amount of the related distribution to Holders of each Class allocable to principal, separately identifying
(A) the aggregate amount of any Principal Prepayments included therein, (B) the aggregate of all scheduled
payments of principal included therein and (C) the Extra Principal Distribution Amount (if any);
(c) the Pass-Through Rate for each applicable Class of Certificates with respect to the current Accrual Period,
and, if applicable, whether such Pass-Through Rate was limited by the Net Rate Cap;
(d) the amount of such distribution to Holders of each Class allocable to interest;
(e) the applicable accrual periods dates for calculating distributions and general distribution dates;
(f) the total cash flows received and the general sources thereof;
(g) the amount, if any, of fees or expenses accrued and paid, with an identification of the payee and the general
purpose of such fees including the related amount of the Servicing Fees paid to or retained by the Master
Servicer for the related Due Period;
(h) the amount of any Cap Contract Payment Amount payable to the Securities Administrator;
(i) with respect to each Loan Group, the amount of such distribution to each Certificate allocable
to interest and, with respect to the Group I Certificates, the portion thereof, if any, provided by the Cap
Contract;
(j) the Interest Carry Forward Amount and any Basis Risk Shortfall Carry Forward Amount for each
Class of Certificates;
(k) with respect to each Loan Group, the aggregate of the Stated Principal Balance of (A) all of the Mortgage
Loans and (B) the Adjustable Rate Mortgage Loans, for the following Distribution Date;
(l) the number and Outstanding Principal Balance of the Mortgage Loans in each Loan Group that were Delinquent
(exclusive of any Mortgage Loan in foreclosure) in respect of which using the OTS method of calculation (A) one
Scheduled Payment is Delinquent, (B) two Scheduled Payments are Delinquent, (C) three or more Scheduled Payments
are Delinquent and (D) foreclosure proceedings have been commenced, in each case as of the close of business on
the last day of the calendar month preceding such Distribution Date and separately identifying such information
for the (1) first lien Mortgage Loans, (2) second lien Mortgage Loans, and (3) Adjustable Rate Mortgage Loans, in
each such Loan Group;
(m) with respect to each Loan Group, the amount of Monthly Advances included in the distribution on such
Distribution Date (including the general purpose of such Monthly Advances);
(n) with respect to each Loan Group, the cumulative amount of Applied Realized Loss Amounts to date;
(o) if applicable, material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or
payments during the preceding calendar month or that have become material over time;
(p) with respect to each Loan Group and with respect to any Mortgage Loan that was liquidated during the preceding
calendar month, the loan number and aggregate Stated Principal Balance of, and Realized Loss on, such Mortgage
Loan as of the close of business on the Determination Date preceding such Distribution Date;
(q) with respect to each Loan Group, the total number and principal balance of any real estate
owned or REO Properties as of the close of business on the Determination Date preceding such Distribution Date;
(r) with respect to each Loan Group, the three month rolling average of the percent equivalent of a
fraction, the numerator of which is the aggregate Stated Principal Balance of the Mortgage Loans that are 60 days
or more Delinquent (in respect of which using the OTS method of calculation) or are in bankruptcy or foreclosure
or are REO Properties, and the denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans in each case as of the close of business on the last day of the calendar month preceding such
Distribution Date and separately identifying such information for the (1) first lien Mortgage Loans, and (2)
Adjustable Rate Mortgage Loans;
(s) the Realized Losses during the related Due Period and the cumulative Realized Losses through
the end of the preceding month;
(t) whether a Trigger Event exists;
(u) updated pool composition data including the following with respect to each Loan Group: weighted average
mortgage rate and weighted average remaining term;
(v) [Reserved];
(w) [Reserved];
(x) the special hazard amount, fraud loss amount and bankruptcy amount, if applicable, as of the close of business
on the applicable distribution date and a description of any change in the calculation of these amounts; and
(y) the amount of the distribution made on such Distribution Date to the Holders of the Class XP Certificates
allocable to Prepayment Charges.
The Depositor covenants that if there is a material change in the solicitation, credit-granting,
underwriting, origination, acquisition or Mortgage Loan selection criteria or procedures, as applicable, used to
originate, acquire or select Mortgage Loans for the Trust Fund it will notify the Securities Administrator five
calendar days before each Distribution Date, and if no such notification occurs, the Securities Administrator has
no obligation to report with respect to (y). The Depositor covenants to the Securities Administrator that there
will be no new issuance of securities backed by the same asset pool, so the Securities Administrator will only be
responsible in (x) above for reporting any pool asset changes, such as additions or removals of Mortgage Loans
from the Trust Fund.
The information set forth above shall be calculated or reported, as the case may be, by the Securities
Administrator, based solely on, and to the extent of, information provided to the Securities Administrator and
the Master Servicer by the Servicer and the Counterparty. The Securities Administrator may conclusively rely on
such information and shall not be required to confirm, verify or recalculate any such information.
The Securities Administrator may make available each month, to any interested party, the monthly
statement to Certificateholders via the Securities Administrator's website initially located at
"xxx.xxxxxxx.xxx." Assistance in using the website can be obtained by calling the Securities Administrator's
customer service desk at (000) 000-0000. Parties that are unable to use the above distribution option are
entitled to have a paper copy mailed to them via first class mail by calling the Securities Administrator's
customer service desk and indicating such. The Securities Administrator shall have the right to change the way
such reports are distributed in order to make such distribution more convenient and/or more accessible to the
parties, and the Securities Administrator shall provide timely and adequate notification to all parties regarding
any such change.
Within a reasonable period of time after the end of the preceding calendar year beginning in 2006, the
Securities Administrator will furnish a report to each Holder of the Certificates of record at any time during
the prior calendar year as to the aggregate of amounts reported pursuant to subclauses (a)(i) and (a)(ii) above
with respect to the Certificates, plus information with respect to the amount of servicing compensation and such
other customary information as the Securities Administrator may determine to be necessary and/or to be required
by the Internal Revenue Service or by a federal or state law or rules or regulations to enable such Holders to
prepare their tax returns for such calendar year. Such obligations shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the Securities Administrator or the Trustee
pursuant to the requirements of the Code.
Section 6.08. Monthly Advances. If the Scheduled Payment on a Mortgage Loan that was due on a related Due Date is
delinquent, other than as a result of application of the Relief Act, and for which the related Servicer was
required to make an advance pursuant to the related Servicing Agreement exceeds the amount deposited in the
Distribution Account which will be used for an advance with respect to such Mortgage Loan, the Master Servicer
will deposit in the Distribution Account not later than the Distribution Account Deposit Date immediately
preceding the related Distribution Date an amount equal to such deficiency, net of the Servicing Fee for such
Mortgage Loan except to the extent the Master Servicer determines any such advance to be a Nonrecoverable
Advance. Subject to the foregoing, the Master Servicer, as successor servicer, shall continue to make such
advances through the date that the related Servicer is required to do so under its Servicing Agreement; provided,
however, that if the Master Servicer deems an advance to be a Nonrecoverable Advance, on the Distribution Account
Deposit Date, the Master Servicer shall not be obligated to make such advance and shall present an Officer's
Certificate to the Trustee (i) stating that the Master Servicer elects not to make a Monthly Advance in a stated
amount and (ii) detailing the reason it deems the advance to be a Nonrecoverable Advance.
Notwithstanding the foregoing, the Master Servicer shall not be required to make any Monthly Advances
that Xxxxx Fargo, as Servicer, was required to make pursuant to the Xxxxx Fargo Servicing Agreement and failed to
do so. In the event that Xxxxx Fargo as Servicer or the Master Servicer fails to make a required Monthly
Advance, the Trustee, as successor servicer or master servicer, as applicable, shall be required to remit the
amount of such Monthly Advance to the Distribution Account in accordance with and subject to the terms of this
Agreement (including its rights of reimbursement hereunder).
Section 6.09. Compensating Interest Payments. The Master Servicer shall deposit in the Distribution Account not
later than each Distribution Account Deposit Date an amount equal to the lesser of (i) the sum of the aggregate
amounts required to be paid by the Servicers under the Servicing Agreements with respect to subclauses (a) and
(b) of the definition of Interest Shortfall with respect to the Mortgage Loans for the related Distribution Date,
and not so paid by the related Servicers and (ii) the Master Servicer Compensation for such Distribution Date
(such amount, the "Compensating Interest Payment"). The Master Servicer shall not be entitled to any
reimbursement of any Compensating Interest Payment.
Section 6.10. Distributions on REMIC Regular Interests. (a) On each Distribution Date, the Securities
Administrator shall be deemed to distribute, to REMIC IV as the holder of the REMIC I Regular Interests, those
portions of the REMIC I Distribution Amount not designated to Component I of the Class R Certificates, in the
amounts and in accordance with the priorities set forth in the definition of REMIC I Distribution Amount.
(b) On each Distribution Date, the Securities Administrator shall be deemed to distribute, to REMIC V as
the holder of the REMIC II Regular Interests, those portions of the REMIC II Distribution Amount not designated
to Component II of the Class R Certificates, in the amounts and in accordance with the priorities set forth in
the definition of REMIC II Distribution Amount.
(c) On each Distribution Date, the Securities Administrator shall be deemed to distribute, to REMIC
III-B as the holder of the REMIC III-A Regular Interests, those portions of the REMIC III-A Distribution Amount
not designated to Component III-A of the Class R Certificates, in the amounts and in accordance with the
priorities set forth in the definition of REMIC III-A Distribution Amount.
(d) On each Distribution Date, the Securities Administrator shall be deemed to distribute, to REMIC VI as the
holder of the REMIC III-B Regular Interests, REMIC IV Regular Interests and REMIC V Regular Interests, those
portions of the REMIC III-B Distribution Amount not designated to Component III-B of the Class R Certificates, in
the amounts and in accordance with the priorities set forth in the definition of REMIC III-B Distribution Amount,
those portions of the REMIC IV Distribution Amount not designated to Component IV of the Class R Certificates, in
the amounts and in accordance with the priorities set forth in the definition of REMIC IV Distribution Amount and
those portions of the REMIC V Distribution Amount not designated to Component V of the Class R Certificates, in
the amounts and in accordance with the priorities set forth in the definition of REMIC V Distribution Amount.
(e) On each Distribution Date, the Securities Administrator shall be deemed to distribute the REMIC VI
Distribution Amount to: (i) the holders of the Certificates (other than the Class B-IO Certificates), as the
holders of the REMIC VI Interests (other than REMIC VI Regular Interests B-IO-I and B-IO-P) and (ii) itself on
behalf of REMIC VII, as the holder of REMIC VI Regular Interests B-IO-I and B-IO-P, in the amounts and in
accordance with the priorities set forth in the definition of REMIC VI Distribution Amount.
(f) On each Distribution Date, the Securities Administrator shall be deemed to distribute to the
holder of the Class B-IO Certificates, as the holder of the REMIC VII Regular Interest, the amounts set forth in
the definition of REMIC VII Distribution Amount.
(g) Notwithstanding the deemed distributions on the REMIC Regular Interests described in this
Section 6.10, distributions of funds from the Distribution Account shall be made only in accordance with Sections
6.01 and 6.02.
ARTICLE VII
The Master Servicer
Section 7.01. Liabilities of the Master Servicer. The Master Servicer shall be liable in accordance herewith only
to the extent of the obligations specifically imposed upon and undertaken by it herein.
Section 7.02. Merger or Consolidation of the Master Servicer. (a) The Master Servicer will keep in full force and
effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation,
and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its duties under this Agreement.
(b) Any Person into which the Master Servicer may be merged or consolidated, or any corporation resulting from any
merger or consolidation to which the Master Servicer shall be a party, or any Person succeeding to the business
of the Master Servicer, shall be the successor of the Master Servicer hereunder, without the execution or filing
of any paper or further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 7.03. Indemnification of the Trustee, the Master Servicer and the Securities Administrator. (a) The
Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss,
liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that
may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any
pending or threatened claim or legal action) relating to this Agreement, the Servicing Agreements, the Assignment
Agreements or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the
Master Servicer's failure to perform its duties in compliance with this Agreement (except as any such loss,
liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of
the Master Servicer's willful misfeasance, bad faith or gross negligence in the performance of duties hereunder
or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect
to any such claim or legal action (or pending or threatened claim or legal action), the Trustee shall have given
the Master Servicer and the Depositor written notice thereof promptly after a Responsible Officer of the Trustee
shall have with respect to such claim or legal action actual knowledge thereof. The Trustee's failure to give
any such notice shall not affect the Trustee's right to indemnification hereunder, except to the extent the
Master Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the
resignation or removal of the Trustee, Master Servicer or the Securities Administrator and the termination of
this Agreement.
(b) The Trust Fund will indemnify any Indemnified Person for any loss, liability or expense (including reasonable
legal fees and disbursements of counsel) of any Indemnified Person not otherwise covered by the Master Servicer's
indemnification pursuant to Section 7.03(a).
Section 7.04. Limitations on Liability of the Master Servicer and Others. Subject to the obligation of the Master
Servicer to indemnify the Indemnified Persons pursuant to Section 7.03:
(a) Neither the Master Servicer nor any of the directors, officers, employees or agents of the Master Servicer
shall be under any liability to the Indemnified Persons, the Depositor, the Trust Fund or the Certificateholders
for taking any action or for refraining from taking any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such
Person against any breach of warranties or representations made herein or any liability which would otherwise be
imposed by reason of such Person's willful misfeasance, bad faith or gross negligence in the performance of
duties or by reason of reckless disregard of obligations and duties hereunder.
(b) The Master Servicer and any director, officer, employee or agent of the Master Servicer may rely in good faith
on any document of any kind prima facie properly executed and submitted by any Person respecting any matters
arising hereunder.
(c) The Master Servicer, the Custodian and any director, officer, employee or agent of the Master Servicer or the
Custodian shall be indemnified by the Trust and held harmless thereby against any loss, liability or expense
(including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in
connection with, arising out of, or related to, any claim or legal action (including any pending or threatened
claim or legal action) relating to this Agreement, the Certificates or any Servicing Agreement (except to the
extent that the Master Servicer is indemnified by the Servicer thereunder), other than (i) any such loss,
liability or expense related to the Master Servicer's failure to perform its duties in compliance with this
Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement), or to the Custodian's failure to perform its duties under the Custodial Agreement, respectively, or
(ii) any such loss, liability or expense incurred by reason of the Master Servicer's or the Custodian's willful
misfeasance, bad faith or gross negligence in the performance of duties hereunder or under the Custodial
Agreement, as applicable, or by reason of reckless disregard of obligations and duties hereunder or under the
Custodial Agreement, as applicable.
(d) The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that
is not incidental to its duties under this Agreement and that in its opinion may involve it in any expense or
liability; provided, however, the Master Servicer may in its discretion, with the consent of the Trustee (which
consent shall not be unreasonably withheld), undertake any such action which it may deem necessary or desirable
with respect to this Agreement and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Master Servicer shall be
entitled to be reimbursed therefor out of the Distribution Account as provided by Section 4.05. Nothing in this
Section 7.04(d) shall affect the Master Servicer's obligation to supervise, or to take such actions as are
necessary to ensure, the servicing and administration of the Mortgage Loans pursuant to Section 3.01(a).
(e) In taking or recommending any course of action pursuant to this Agreement, unless specifically required to do
so pursuant to this Agreement, the Master Servicer shall not be required to investigate or make recommendations
concerning potential liabilities which the Trust might incur as a result of such course of action by reason of
the condition of the Mortgaged Properties but shall give notice to the Trustee if it has notice of such potential
liabilities.
(f) The Master Servicer shall not be liable for any acts or omissions of any Servicer, except as otherwise
expressly provided herein.
Section 7.05. Master Servicer Not to Resign. Except as provided in Section 7.07, the Master Servicer shall not
resign from the obligations and duties hereby imposed on it except upon a determination that any such duties
hereunder are no longer permissible under applicable law and such impermissibility cannot be cured. Any such
determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Independent
Counsel addressed to the Trustee to such effect delivered to the Trustee. No such resignation by the Master
Servicer shall become effective until the Company or the Trustee or a successor to the Master Servicer reasonably
satisfactory to the Trustee shall have assumed the responsibilities and obligations of the Master Servicer in
accordance with Section 8.02 hereof. The Trustee shall notify the Rating Agencies upon its receipt of written
notice of the resignation of the Master Servicer.
Section 7.06. Successor Master Servicer. In connection with the appointment of any successor Master Servicer or
the assumption of the duties of the Master Servicer, the Company or the Trustee may make such arrangements for
the compensation of such successor master servicer out of payments on the Mortgage Loans as the Company or the
Trustee and such successor master servicer shall agree. If the successor master servicer does not agree that
such market value is a fair price, such successor master servicer shall obtain two quotations of market value
from third parties actively engaged in the servicing of single-family mortgage loans. Notwithstanding the
foregoing, the compensation payable to a successor master servicer may not exceed the compensation which the
Master Servicer would have been entitled to retain if the Master Servicer had continued to act as Master Servicer
hereunder.
Section 7.07. Sale and Assignment of Master Servicing. The Master Servicer may sell and assign its rights and
delegate its duties and obligations in its entirety as Master Servicer under this Agreement and the Company may
terminate the Master Servicer without cause and select a new Master Servicer; provided, however, that: (i) the
purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified
to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac; (b) shall have a net worth of not less than $10,000,000
(unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably
satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver
to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an
assumption by such Person of the due and punctual performance and observance of each covenant and condition to be
performed or observed by it as master servicer under this Agreement, any custodial agreement from and after the
effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of
the proposed successor to the Master Servicer and each Rating Agency's rating of the Certificates in effect
immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a
result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Master
Servicer and the Trustee (at the expense of the Master Servicer); (iii) the Master Servicer assigning and selling
the master servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel
addressed to the Trustee, each stating that all conditions precedent to such action under this Agreement have
been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the
event the Master Servicer is terminated without cause by the Company, the Company shall pay the terminated Master
Servicer a termination fee equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans at the
time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No such
assignment or delegation shall affect any rights or liability of the Master Servicer arising prior to the
effective date thereof.
ARTICLE VIII
Default
Section 8.01. Events of Default. "Event of Default," wherever used herein, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body) and only with respect to the defaulting Master Servicer:
(a) The Master Servicer fails to cause to be deposited in the Distribution Account any amount so required to be
deposited pursuant to this Agreement (other than a Monthly Advance), and such failure continues unremedied for a
period of three Business Days after the date upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer; or
(b) The Master Servicer fails to observe or perform in any material respect any other material covenants and
agreements set forth in this Agreement to be performed by it, which covenants and agreements materially affect
the rights of Certificateholders, and such failure continues unremedied for a period of 60 days after the date on
which written notice of such failure, properly requiring the same to be remedied, shall have been given to the
Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund; or
(c) There is entered against the Master Servicer a decree or order by a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any
insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding
up or liquidation of its affairs, and the continuance of any such decree or order is unstayed and in effect for a
period of 60 consecutive days, or an involuntary case is commenced against the Master Servicer under any
applicable insolvency or reorganization statute and the petition is not dismissed within 60 days after the
commencement of the case; or
(d) The Master Servicer consents to the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master
Servicer or substantially all of its property; or the Master Servicer admits in writing its inability to pay its
debts generally as they become due, files a petition to take advantage of any applicable insolvency or
reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of
its obligations;
(e) The Master Servicer assigns or delegates its duties or rights under this Agreement in contravention of the
provisions permitting such assignment or delegation under Sections 7.05 or 7.07;
(f) The Master Servicer fails to comply with Section 3.16, Section 3.17 and Section 3.18; or
(g) The Master Servicer fails to cause to be deposited, in the Distribution Account any Monthly Advance (other
than a Nonrecoverable Advance) by 5:00 p.m. New York City time on the Distribution Account Deposit Date.
In each and every such case, so long as such Event of Default with respect to the Master Servicer shall
not have been remedied, either the Trustee or the Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than 51% of the principal of the Trust Fund, by notice in writing to the Master
Servicer (and to the Trustee if given by such Certificateholders), with a copy to the Rating Agencies, and with
the consent of the Company, may terminate all of the rights and obligations (but not the liabilities) of the
Master Servicer under this Agreement and in and to the Mortgage Loans and/or the REO Property serviced by the
Master Servicer and the proceeds thereof. Upon the receipt by the Master Servicer of the written notice, all
authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates, the
Mortgage Loans, REO Property or under any other related agreements (but only to the extent that such other
agreements relate to the Mortgage Loans or related REO Property) shall, subject to Section 3.17 and Section 8.02,
automatically and without further action pass to and be vested in the Trustee, in its capacity as successor
Master Servicer, pursuant to this Section 8.01 (and, with respect to an Event of Default resulting from the
Master Servicer's failure to comply with Section 3.17, such power and authority of the Master Servicer shall,
subject to Section 8.02, automatically and without further action pass to and be vested in the successor Master
Servicer appointed by the Depositor); and, without limitation, the Trustee, in its capacity as successor Master
Servicer,(or such successor Master Servicer appointed by the Depositor, as the case may be), is hereby authorized
and empowered to execute and deliver, on behalf of the Master Servicer as attorney-in-fact or otherwise, any and
all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment
of the Mortgage Loans and related documents, or otherwise. The Master Servicer agrees to cooperate with the
Trustee, in its capacity as successor Master Servicer (or such successor Master Servicer appointed by the
Depositor, as the case may be), in effecting the termination of the Master Servicer's rights and obligations
hereunder, including, without limitation, the transfer to the Trustee, in its capacity as successor Master
Servicer (or such successor Master Servicer appointed by the Depositor, as the case may be), of (i) the property
and amounts which are then or should be part of the Trust or which thereafter become part of the Trust; and
(ii) originals or copies of all documents of the Master Servicer reasonably requested by the Trustee, in its
capacity as successor Master Servicer (or such successor Master Servicer appointed by the Depositor, as the case
may be), to enable it to assume the Master Servicer's duties thereunder. In addition to any other amounts which
are then, or, notwithstanding the termination of its activities under this Agreement, may become payable to the
Master Servicer under this Agreement, the Master Servicer shall be entitled to receive, out of any amount
received on account of a Mortgage Loan or related REO Property, that portion of such payments which it would have
received as reimbursement under this Agreement if notice of termination had not been given. The termination of
the rights and obligations of the Master Servicer shall not affect any obligations incurred by the Master
Servicer prior to such termination.
Notwithstanding the foregoing, if an Event of Default described in clause (f) of this Section 8.01 shall
occur, the Trustee shall, by notice in writing to the Master Servicer, which may be delivered by telecopy,
immediately terminate all of the rights and obligations of the Master Servicer thereafter arising under this
Agreement, but without prejudice to any rights it may have as a Certificateholder or to reimbursement of Monthly
Advances and other advances of its own funds, and the Trustee, in its capacity as successor Master Servicer (or
such successor Master Servicer appointed by the Depositor, as the case may be), shall act as provided in
Section 8.02 to carry out the duties of the Master Servicer, including the obligation to make any Monthly Advance
the nonpayment of which was an Event of Default described in clause (f) of this Section 8.01. Any such action
taken by the Trustee, in its capacity as successor Master Servicer (or such successor Master Servicer appointed
by the Depositor, as the case may be), must be prior to the distribution on the relevant Distribution Date.
Section 8.02. Successor to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice
of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the
effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally
able to act, the Trustee, in its capacity as successor Master Servicer (and, with respect to an Event of Default
resulting from the Master Servicer's failure to comply with Section 3.17, the successor Master Servicer appointed
by the Depositor pursuant to Section 3.17), shall automatically become the successor in all respects to the
Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and
shall thereafter have all of the rights and powers of, and be subject to all the responsibilities, duties,
liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the
duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the
Trustee, in its capacity as successor Master Servicer (and, with respect to an Event of Default resulting from
the Master Servicer's failure to comply with Section 3.17, the successor Master Servicer appointed by the
Depositor pursuant to Section 3.17), shall have no obligation whatsoever with respect to any liability (other
than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time
of termination. As compensation therefor, but subject to Section 7.06, the Trustee, in its capacity as successor
Master Servicer (and, with respect to an Event of Default resulting from the Master Servicer's failure to comply
with Section 3.17, the successor Master Servicer appointed by the Depositor pursuant to Section 3.17), shall be
entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had
continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under
this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the
Trustee, in its capacity as successor Master Servicer (or, with respect to an Event of Default resulting from the
Master Servicer's failure to comply with Section 3.17, the successor Master Servicer appointed by the Depositor
pursuant to Section 3.17), may, if it shall be unwilling so to act, or shall, if it is legally unable so to act,
appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance
institution which is a Xxxxxx Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master
Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder
in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer
hereunder; provided, that the Trustee, in its capacity as successor Master Servicer (or, with respect to an Event
of Default resulting from the Master Servicer's failure to comply with Section 3.17, the successor Master
Servicer appointed by the Depositor pursuant to Section 3.17), shall obtain a letter from each Rating Agency that
the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the
successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the
Trustee, in its capacity as successor Master Servicer, shall act (other than with respect to an Event of Default
resulting from the Master Servicer's failure to comply with Section 3.17, in which event the successor appointed
by the Depositor shall act) in such capacity as hereinabove provided. In connection with such appointment and
assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the
Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall
apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if
the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the
obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor
in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.
(b) If the Trustee shall succeed to any duties of the Master Servicer respecting the Mortgage Loans as provided
herein, it shall do so in a separate capacity and not in its capacity as Trustee and, accordingly, the provisions
of Article IX shall be inapplicable to the Trustee in its duties as the successor to the Master Servicer in the
servicing of the Mortgage Loans (although such provisions shall continue to apply to the Trustee in its capacity
as Trustee); the provisions of Article VII, however, shall apply to it in its capacity as successor Master
Servicer.
The costs and expenses of the Trustee in connection with the termination of the Master Servicer, the
appointment of a successor Master Servicer and, if applicable, any transfer of servicing, including, without
limitation, all costs and expenses associated with the complete transfer of all servicing data and the
completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any
errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the successor Master
Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master
Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer acting
as successor servicer under any Servicing Agreement shall give notice to the applicable Mortgagors of such change
of servicer and shall, during the term of its service as successor Master Servicer maintain in force the policy
or policies that the Master Servicer is required to maintain pursuant to Section 3.04.
Section 8.03. Notification to Certificateholders. Upon any termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to the Securities
Administrator or, if the Securities Administrator is terminated or resigns upon the termination of the Master Servicer,
the successor securities administrator, and the Securities Administrator or the successor securities administrator
shall give prompt written notice thereof to the Rating Agencies and the Certificateholders at their respective
addresses appearing in the Certificate Register.
Section 8.04. Waiver of Defaults. The Trustee shall transmit by mail to the Securities Administrator, who shall
give prompt written notice thereof to all Certificateholders, within 60 days after the occurrence of any Event of
Default actually known to a Responsible Officer of the Trustee, unless such Event of Default shall have been
cured, notice of each such Event of Default. The Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than 51% of the Trust Fund may, on behalf of all Certificateholders, waive any
default by the Master Servicer in the performance of its obligations hereunder and the consequences thereof,
except a default in the making of or the causing to be made any required distribution on the Certificates, which
default may only be waived by Holders of Certificates evidencing Fractional Undivided Interests aggregating 100%
of the Trust Fund. Upon any such waiver of a past default, such default shall be deemed to cease to exist, and
any Event of Default arising therefrom shall be deemed to have been timely remedied for every purpose of this
Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon
except to the extent expressly so waived. The Securities Administrator shall give notice of any such waiver to
the Trustee and the Rating Agencies.
Section 8.05. List of Certificateholders. Upon written request of three or more Certificateholders of record, for
purposes of communicating with other Certificateholders with respect to their rights under this Agreement, the
Securities Administrator will afford such Certificateholders access during business hours to the most recent list
of Certificateholders held by the Securities Administrator.
ARTICLE IX
Concerning the Trustee and the Securities Administrator
Section 9.01. Duties of Trustee and Securities Administrator. (a) The Trustee, prior to the occurrence of an
Event of Default and after the curing or waiver of all Events of Default which may have occurred, and the
Securities Administrator each undertake to perform such duties and only such duties as are specifically set forth
in this Agreement as duties of the Trustee and the Securities Administrator, respectively. If an Event of
Default has occurred and has not been cured or waived, the Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and subject to Section 8.02(b) use the same degree of care and skill in their
exercise, as a prudent person would exercise under the circumstances in the conduct of his own affairs.
(b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other
instruments which are specifically required to be furnished to the Trustee and the Securities Administrator
pursuant to any provision of this Agreement, the Trustee and the Securities Administrator, respectively, shall
examine them to determine whether they are in the form required by this Agreement; provided, however, that
neither the Trustee nor the Securities Administrator shall be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other instrument furnished hereunder;
provided, further, that neither the Trustee nor the Securities Administrator shall be responsible for the
accuracy or verification of any calculation provided to it pursuant to this Agreement.
(c) On each Distribution Date, the Securities Administrator shall make monthly distributions and the final
distribution to the related Certificateholders from related funds in the Distribution Account as provided in
Sections 6.01 and 10.01 herein based solely on the report of the Master Servicer.
(d) No provision of this Agreement shall be construed to relieve the Trustee or the Securities Administrator from
liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided,
however, that:
(i) Prior to the occurrence of an Event of Default, and after the curing or waiver of all such Events of Default
which may have occurred, the duties and obligations of the Trustee and the Securities Administrator shall be
determined solely by the express provisions of this Agreement, neither the Trustee nor the Securities
Administrator shall be liable except for the performance of their respective duties and obligations as are
specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement
against the Trustee or the Securities Administrator and, in the absence of bad faith on the part of the Trustee
or the Securities Administrator, respectively, the Trustee or the Securities Administrator, respectively, may
conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
any certificates or opinions furnished to the Trustee or the Securities Administrator, respectively, and
conforming to the requirements of this Agreement;
(ii) Neither the Trustee nor the Securities Administrator shall be liable in its individual capacity for an error
of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or an officer of
the Securities Administrator, respectively, unless it shall be proved that the Trustee or the Securities
Administrator, respectively, was negligent in ascertaining the pertinent facts;
(iii) Neither the Trustee nor the Securities Administrator shall be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the directions of the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund, if such
action or non-action relates to the time, method and place of conducting any proceeding for any remedy available
to the Trustee or the Securities Administrator, respectively, or exercising any trust or other power conferred
upon the Trustee or the Securities Administrator, respectively, under this Agreement;
(iv) The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default or
Event of Default unless a Responsible Officer of the Trustee's Corporate Trust Office shall have actual knowledge
thereof. In the absence of such notice, the Trustee may conclusively assume there is no such default or Event of
Default;
(v) The Trustee shall not in any way be liable by reason of any insufficiency in any Account held by or in the
name of Trustee unless it is determined by a court of competent jurisdiction that the Trustee's gross negligence
or willful misconduct was the primary cause of such insufficiency (except to the extent that the Trustee is
obligor and has defaulted thereon);
(vi) The Securities Administrator shall not in any way be liable by reason of any insufficiency in any Account
held by the Securities Administrator hereunder or any Account held by the Securities Administrator in the name of
the Trustee unless it is determined by a court of competent jurisdiction that the Securities Administrator's
gross negligence or willful misconduct was the primary cause of such insufficiency (except to the extent that the
Securities Administrator is obligor and has defaulted thereon);
(vii) Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee or the Securities
Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including
but not limited to lost profits), even if the Trustee or the Securities Administrator, respectively, has been
advised of the likelihood of such loss or damage and regardless of the form of action;
(viii) None of the Securities Administrator, the Master Servicer, the Depositor, the Company, the Custodian, the
Counterparty or the Trustee shall be responsible for the acts or omissions of the other, it being understood that
this Agreement shall not be construed to render them partners, joint venturers or agents of one another and
(ix) Neither the Trustee nor the Securities Administrator shall be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any
of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in
this Agreement shall in any event require the Trustee or the Securities Administrator to perform, or be
responsible for the manner of performance of, any of the obligations of the Master Servicer under this Agreement,
except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties,
powers and privileges of, the Master Servicer in accordance with the terms of this Agreement.
(e) Except for those actions that the Trustee or the Securities Administrator is required to take hereunder,
neither the Trustee nor the Securities Administrator shall have any obligation or liability to take any action or
to refrain from taking any action hereunder in the absence of written direction as provided hereunder.
Section 9.02. Certain Matters Affecting the Trustee and the Securities Administrator. Except as otherwise
provided in Section 9.01:
(a) The Trustee and the Securities Administrator may rely and shall be protected in acting or
refraining from acting in reliance on any resolution, certificate of the Securities Administrator (with respect
to the Trustee only), the Depositor, the Master Servicer or a Servicer, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document believed by it to be genuine and to have been signed or presented by the proper party or
parties;
(b) The Trustee and the Securities Administrator may consult with counsel and any advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken or
suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(c) Neither the Trustee nor the Securities Administrator shall be under any obligation to exercise any of the
trusts or powers vested in it by this Agreement, other than its obligation to give notices pursuant to this
Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses
and liabilities which may be incurred therein or thereby. Nothing contained herein shall, however, relieve the
Trustee of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer of the
Trustee has actual knowledge (which has not been cured or waived), to exercise such of the rights and powers
vested in it by this Agreement, and to use the same degree of care and skill in their exercise, as a prudent
person would exercise under the circumstances in the conduct of his own affairs;
(d) Prior to the occurrence of an Event of Default hereunder and after the curing or waiver of all Events of
Default which may have occurred, neither the Trustee nor the Securities Administrator shall be liable in its
individual capacity for any action taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by this Agreement;
(e) Neither the Trustee nor the Securities Administrator shall be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by
Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund
and provided that the payment within a reasonable time to the Trustee or the Securities Administrator, as
applicable, of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation
is, in the Opinion of the Trustee or the Securities Administrator, as applicable, reasonably assured to the
Trustee or the Securities Administrator, as applicable, by the security afforded to it by the terms of this
Agreement. The Trustee or the Securities Administrator may require reasonable indemnity against such expense or
liability as a condition to taking any such action. The reasonable expense of every such examination shall be
paid by the Certificateholders requesting the investigation;
(f) The Trustee and the Securities Administrator may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or through Affiliates, agents or attorneys; provided, however, that the Trustee
may not appoint any agent (other than the Custodian) to perform its custodial functions with respect to the
Mortgage Files or paying agent functions under this Agreement without the express written consent of the Master
Servicer, which consent will not be unreasonably withheld. Neither the Trustee nor the Securities Administrator
shall be liable or responsible for the misconduct or negligence of any of the Trustee's or the Securities
Administrator's agents or attorneys or a custodian or paying agent appointed hereunder by the Trustee or the
Securities Administrator with due care and, when required, with the consent of the Master Servicer;
(g) Should the Trustee or the Securities Administrator deem the nature of any action required on
its part, other than a payment or transfer by the Securities Administrator under Section 4.01(b) or
Section 4.04, to be unclear, the Trustee or the Securities Administrator, respectively, may require prior to such
action that it be provided by the Depositor with reasonable further instructions;
(h) The right of the Trustee or the Securities Administrator to perform any discretionary act enumerated in this
Agreement shall not be construed as a duty, and neither the Trustee nor the Securities Administrator shall be
accountable for other than its negligence or willful misconduct in the performance of any such act;
(i) Neither the Trustee nor the Securities Administrator shall be required to give any bond or surety with respect
to the execution of the trust created hereby or the powers granted hereunder, except as provided in Section
9.07; and
(j) Neither the Trustee nor the Securities Administrator shall have any duty to conduct any
affirmative investigation as to the occurrence of any condition requiring the repurchase of any Mortgage Loan by
the Sponsor pursuant to this Agreement, the Mortgage Loan Purchase Agreement or the eligibility of any Mortgage
Loan for purposes of this Agreement.
Section 9.03. Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans. The recitals
contained herein and in the Certificates (other than the signature and countersignature of the Securities
Administrator on the Certificates) shall be taken as the statements of the Depositor, and neither the Trustee nor
the Securities Administrator shall have any responsibility for their correctness. Neither the Trustee nor the
Securities Administrator makes any representation as to the validity or sufficiency of the Certificates (other
than the signature and countersignature of the Securities Administrator on the Certificates) or of any Mortgage
Loan except as expressly provided in Sections 2.02 and 2.05 hereof; provided, however, that the foregoing shall
not relieve the Trustee of the obligation to review the Mortgage Files pursuant to Sections 2.02 and 2.04. The
Securities Administrator's signature and countersignature (or countersignature of its agent) on the Certificates
shall be solely in its capacity as Securities Administrator and shall not constitute the Certificates an
obligation of the Securities Administrator in any other capacity. Neither the Trustee nor the Securities
Administrator shall be accountable for the use or application by the Depositor of any of the Certificates or of
the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor with respect
to the Mortgage Loans. Subject to the provisions of Section 2.05, neither the Trustee nor the Securities
Administrator shall be responsible for the legality or validity of this Agreement or any document or instrument
relating to this Agreement, the validity of the execution of this Agreement or of any supplement hereto or
instrument of further assurance, or the validity, priority, perfection or sufficiency of the security for the
Certificates issued hereunder or intended to be issued hereunder. Neither the Trustee nor the Securities
Administrator shall at any time have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Mortgage or any Mortgage Loan, or the perfection and priority of any Mortgage
or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust
Fund or its ability to generate the payments to be distributed to Certificateholders, under this Agreement.
Neither the Trustee nor the Securities Administrator shall have any responsibility for filing any financing or
continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to record this Agreement other than any continuation
statements filed by the Trustee pursuant to Section 3.20.
Section 9.04. Trustee and Securities Administrator May Own Certificates. The Trustee and the Securities
Administrator in their individual capacities or in any capacity other than as Trustee or Securities
Administrator, hereunder may become the owner or pledgee of any Certificates with the same rights it would have
if it were not the Trustee or the Securities Administrator, as applicable, and may otherwise deal with the
parties hereto.
Section 9.05. Trustee's and Securities Administrator's Fees and Expenses. The fees and expenses of the Trustee
shall be paid in accordance with a side letter agreement between the Trustee and the Master Servicer. The
Securities Administrator shall be paid by the Master Servicer from the Master Servicer's compensation. In
addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account
pursuant to Section 4.05(l) all reasonable out-of-pocket expenses, disbursements and advances and the expenses of
the Trustee and the Securities Administrator, respectively, in connection with such Person's compliance with
Section 3.23, any Event of Default, any breach of this Agreement, the termination of the Master Servicer, the
appointment of a successor Master Servicer and, if applicable, any transfer of servicing as set forth in Section
8.02(b), or as otherwise set forth herein, or any claim or legal action (including any pending or threatened
claim or legal action) incurred or made by or against the Trustee or the Securities Administrator, respectively,
in the administration of the trusts hereunder (including the reasonable compensation, expenses and disbursements
of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional
misconduct or which is the responsibility of the Certificateholders. If funds in the Distribution Account are
insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from the
Depositor. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust.
Section 9.06. Eligibility Requirements for Trustee and Securities Administrator. The Trustee and any successor
Trustee and the Securities Administrator and any successor Securities Administrator shall during the entire
duration of this Agreement be a state bank or trust company or a national banking association organized and doing
business under the laws of such state or the United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus and undivided profits of at least $40,000,000 or,
in the case of a successor Trustee, $50,000,000, subject to supervision or examination by federal or state
authority and, in the case of the Trustee, rated "BBB" or higher by S&P with respect to their long-term rating
and rated "BBB" or higher by S&P and "Baa2" or higher by Xxxxx'x with respect to any outstanding long-term
unsecured unsubordinated debt, and, in the case of a successor Trustee or successor Securities Administrator
other than pursuant to Section 9.10, rated in one of the two highest long-term debt categories of, or otherwise
acceptable to, each of the Rating Agencies. If the Trustee publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes
of this Section 9.06 the combined capital and surplus of such corporation shall be deemed to be its total equity
capital (combined capital and surplus) as set forth in its most recent report of condition so published. In case
at any time the Trustee or the Securities Administrator shall cease to be eligible in accordance with the
provisions of this Section 9.06, the Trustee or the Securities Administrator shall resign immediately in the
manner and with the effect specified in Section 9.08.
Section 9.07. Insurance. The Trustee and the Securities Administrator, at their own expense, shall at all times
maintain and keep in full force and effect: (i) fidelity insurance, (ii) theft of documents insurance and
(iii) forgery insurance (which may be collectively satisfied by a "Financial Institution Bond" and/or a "Bankers'
Blanket Bond"). All such insurance shall be in amounts, with standard coverage and subject to deductibles, as
are customary for insurance typically maintained by banks or their affiliates which act as custodians for
investor-owned mortgage pools. A certificate of an officer of the Trustee or the Securities Administrator as to
the Trustee's or the Securities Administrator's, respectively, compliance with this Section 9.07 shall be
furnished to any Certificateholder upon reasonable written request.
Section 9.08. Resignation and Removal of the Trustee and Securities Administrator. (a) The Trustee and the
Securities Administrator may at any time resign and be discharged from the Trust hereby created by giving written
notice thereof to the Depositor and the Master Servicer, with a copy to the Rating Agencies. Upon receiving such
notice of resignation, the Depositor shall promptly appoint a successor Trustee or successor Securities
Administrator, as applicable, by written instrument, in triplicate, one copy of which instrument shall be
delivered to each of the resigning Trustee or Securities Administrator, as applicable, the successor Trustee or
Securities Administrator, as applicable. If no successor Trustee or Securities Administrator shall have been so
appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee or Securities Administrator may petition any court of competent jurisdiction for the
appointment of a successor Trustee or Securities Administrator.
(b) If at any time the Trustee or the Securities Administrator shall cease to be eligible in accordance with the
provisions of Section 9.06 and shall fail to resign after written request therefor by the Depositor or if at any
time the Trustee or the Securities Administrator shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or a receiver of the Trustee or the Securities Administrator, as applicable, or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or the Securities
Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Depositor shall promptly remove the Trustee, or shall be entitled to remove the Securities
Administrator, as applicable, and appoint a successor Trustee or Securities Administrator, as applicable, by
written instrument, in triplicate, one copy of which instrument shall be delivered to each of the Trustee or
Securities Administrator, as applicable, so removed, and the successor Trustee or Securities Administrator, as
applicable.
(c) The Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the
Trust Fund may at any time remove the Trustee or the Securities Administrator and appoint a successor Trustee or
Securities Administrator by written instrument or instruments, in quintuplicate, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, the
Master Servicer, the Securities Administrator (if the Trustee is removed), the Trustee (if the Securities
Administrator is removed), and the Trustee or Securities Administrator so removed and the successor so
appointed. In the event that the Trustee or Securities Administrator is removed by the Holders of Certificates
in accordance with this Section 9.08(c), the Holders of such Certificates shall be responsible for paying any
compensation payable hereunder to a successor Trustee or successor Securities Administrator, in excess of the
amount paid hereunder to the predecessor Trustee or predecessor Securities Administrator, as applicable.
(d) No resignation or removal of the Trustee or the Securities Administrator and appointment of a successor
Trustee or Securities Administrator pursuant to any of the provisions of this Section 9.08 shall become effective
except upon appointment of and acceptance of such appointment by the successor Trustee or Securities
Administrator as provided in Section 9.09.
Section 9.09. Successor Trustee and Successor Securities Administrator. (a) Any successor Trustee or Securities
Administrator appointed as provided in Section 9.08 shall execute, acknowledge and deliver to the Depositor and
to its predecessor Trustee or Securities Administrator an instrument accepting such appointment hereunder. The
resignation or removal of the predecessor Trustee or Securities Administrator shall then become effective and
such successor Trustee or Securities Administrator, without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect
as if originally named as Trustee or Securities Administrator herein. The predecessor Trustee or Securities
Administrator shall, after its receipt of payment in full of its outstanding fees and expenses promptly deliver
to the successor Trustee or Securities Administrator, as applicable, all assets and records of the Trust held by
it hereunder, and the Depositor and the predecessor Trustee or Securities Administrator, as applicable, shall
execute and deliver such instruments and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor Trustee or Securities Administrator, as applicable, all such
rights, powers, duties and obligations.
(b) No successor Trustee or Securities Administrator shall accept appointment as provided in this Section 9.09
unless at the time of such acceptance such successor Trustee or Securities Administrator shall be eligible under
the provisions of Section 9.06.
(c) Upon acceptance of appointment by a successor Trustee or Securities Administrator as provided in this
Section 9.09, the successor Trustee or Securities Administrator shall mail notice of the succession of such
Trustee or Securities Administrator hereunder to all Certificateholders at their addresses as shown in the
Certificate Register and to the Rating Agencies. The Company shall pay the cost of any mailing by the successor
Trustee or Securities Administrator.
Section 9.10. Merger or Consolidation of Trustee or Securities Administrator. Any state bank or trust company or
national banking association into which the Trustee or the Securities Administrator may be merged or converted or
with which it may be consolidated or any state bank or trust company or national banking association resulting
from any merger, conversion or consolidation to which the Trustee or the Securities Administrator, respectively,
shall be a party, or any state bank or trust company or national banking association succeeding to all or
substantially all of the corporate trust business of the Trustee or the Securities Administrator, respectively,
shall be the successor of the Trustee or the Securities Administrator, respectively, hereunder, provided such
state bank or trust company or national banking association shall be eligible under the provisions of
Section 9.06. Such succession shall be valid without the execution, delivery of notice or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
Section 9.11. Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions hereof, at
any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or
property constituting the same may at the time be located, the Depositor and the Trustee acting jointly shall
have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the
Trustee and the Depositor to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity, such
title to the Trust, or any part thereof, and, subject to the other provisions of this Section 9.11, such powers,
duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary or desirable.
(b) If the Depositor shall not have joined in such appointment within 15 days after the receipt by it of a written
request so to do, the Trustee shall have the power to make such appointment without the Depositor.
(c) No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor
Trustee under Section 9.06 hereunder and no notice to Certificateholders of the appointment of co-trustee(s) or
separate trustee(s) shall be required under Section 9.08 hereof.
(d) In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 9.11, all rights,
powers, duties and obligations conferred or imposed upon the Trustee and required to be conferred on such
co-trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee
or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or
acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the
Trustee.
(e) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the
then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing
any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article IX. Each
separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be
provided therein, subject to all the provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(f) To the extent not prohibited by law, any separate trustee or co-trustee may, at any time, request the Trustee,
its agent or attorney-in-fact, with full power and authority, to do any lawful act under or with respect to this
Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of
acting, resign or be removed, all of its estates, properties rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor Trustee.
(g) No trustee under this Agreement shall be personally liable by reason of any act or omission of another trustee
under this Agreement. The Depositor and the Trustee acting jointly may at any time accept the resignation of or
remove any separate trustee or co-trustee.
Section 9.12. Federal Information Returns and Reports to Certificateholders; REMIC Administration. (a) For
federal income tax purposes, the taxable year of each 2006-4 REMIC shall be a calendar year and the Securities
Administrator shall maintain or cause the maintenance of the books of each such 2006-4 REMIC on the accrual
method of accounting.
(b) The Securities Administrator shall prepare and file or cause to be filed with the Internal Revenue Service,
and the Trustee shall upon the written instruction of the Securities Administrator sign, Federal tax information
returns or elections required to be made hereunder with respect to each 2006-4 REMIC, the Trust Fund, if
applicable, and the Certificates containing such information and at the times and in the manner as may be
required by the Code or applicable Treasury regulations, and the Securities Administrator shall furnish to each
Holder of Certificates at any time during the calendar year for which such returns or reports are made such
statements or information at the times and in the manner as may be required thereby, including, without
limitation, reports relating to mortgaged property that is abandoned or foreclosed, receipt of mortgage interests
in kind in a trade or business, a cancellation of indebtedness, interest, original issue discount and market
discount or premium (using a constant prepayment assumption of 30% CPR for the Group I Mortgage Loans and 25% CPR
for the Group II Mortgage Loans and the Group III Mortgage Loans). The Securities Administrator will apply for
an Employee Identification Number from the IRS under Form SS-4 or any other acceptable method for all tax
entities. In connection with the foregoing, the Securities Administrator shall timely prepare and file, and the
Trustee shall upon the written instruction of the Securities Administrator sign, IRS Form 8811, which shall
provide the name and address of the person who can be contacted to obtain information required to be reported to
the holders of regular interests in each 2006-4 REMIC (the "REMIC Reporting Agent"). The Securities
Administrator on behalf of the Trustee shall make elections to treat each 2006-4 REMIC as a REMIC (which
elections shall apply to the taxable period ending December 31, 2006 and each calendar year thereafter) in such
manner as the Code or applicable Treasury regulations may prescribe, and as described by the Securities
Administrator. The Trustee shall upon the written instruction of the Securities Administrator sign all tax
information returns filed pursuant to this Section and any other returns as may be required by the Code. The
Holder of the largest percentage interest in the Residual Certificates is hereby designated as the "Tax Matters
Person" (within the meaning of Treas. Reg. §§1.860F-4(d)) for each 2006-4 REMIC. The Securities Administrator
is hereby designated and appointed as the agent of each such Tax Matters Person. Any Holder of a Residual
Certificate will by acceptance thereof appoint the Securities Administrator as agent and attorney-in-fact for the
purpose of acting as Tax Matters Person for each 2006-4 REMIC during such time as the Securities Administrator
does not own any such Residual Certificate. In the event that the Code or applicable Treasury regulations
prohibit the Trustee from signing tax or information returns or other statements, or the Securities Administrator
from acting as agent for the Tax Matters Person, the Trustee and the Securities Administrator shall take whatever
action that in their sole good faith judgment is necessary for the proper filing of such information returns or
for the provision of a tax matters person, including designation of the Holder of the largest percentage interest
in a Residual Certificate to sign such returns or act as tax matters person. Each Holder of a Residual
Certificate shall be bound by this Section.
(c) The Securities Administrator shall provide upon request and receipt of reasonable compensation, such
information as required in Section 860D(a)(6)(B) of the Code to the Internal Revenue Service, to any Person
purporting to transfer a Residual Certificate to a Person other than a transferee permitted by Section 5.05(b),
and to any regulated investment company, real estate investment trust, common trust fund, partnership, trust,
estate, organization described in Section 1381 of the Code, or nominee holding an interest in a pass-through
entity described in Section 860E(e)(6) of the Code, any record holder of which is not a transferee permitted by
Section 5.05(b) (or which is deemed by statute to be an entity with a disqualified member).
(d) The Securities Administrator shall prepare and file or cause to be filed, and the Trustee shall upon the
written instruction of the Securities Administrator sign, any state income tax returns required under Applicable
State Law with respect to each REMIC or the Trust Fund.
(e) Notwithstanding any other provision of this Agreement, the Securities Administrator shall comply with all
federal withholding requirements respecting payments to Certificateholders of interest or original issue discount
on the Mortgage Loans, that the Securities Administrator reasonably believes are applicable under the Code. The
consent of Certificateholders shall not be required for such withholding. In the event the Securities
Administrator withholds any amount from interest or original issue discount payments or advances thereof to any
Certificateholder pursuant to federal withholding requirements, the Securities Administrator shall, together with
its monthly report to such Certificateholders, indicate such amount withheld.
(f) The Trustee and the Securities Administrator each agrees to indemnify the Trust Fund and the Depositor for any
taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust
Fund, the Depositor or the Master Servicer, as a result of a breach by such party of such party's covenants set
forth in this Section 9.12; provided, however, such liability and obligation to indemnify in this paragraph shall
be several and not joint and the Trustee and the Securities Administrator shall not be liable or be obligated to
indemnify the Trust Fund for the failure by the other to perform any duty under this Agreement or the breach by
the other of any covenant in this Agreement.
ARTICLE X
Termination
Xxxxxxx 00.00. Xxxxxxxxxxx Xxxx Xxxxxxxxxx by EMC or its Designee or Liquidation of the Mortgage Loans. (a)
Subject to Section 10.02, the respective obligations and responsibilities of the Depositor, the Trustee, the
Master Servicer and the Securities Administrator created hereby, other than the obligation of the Securities
Administrator to make payments to Certificateholders as set forth in this Section 10.01 shall terminate:
(i) in accordance with Section 10.01(c), the repurchase by or at the direction of EMC or its designee of all of
the Mortgage Loans in each of Loan Group I and Loan Group II (which repurchase of the Group I Mortgage Loans and
the Group II Mortgage Loans may occur on separate dates) and all related REO Property remaining in the Trust at a
price (the "Termination Purchase Price") equal to the sum of (without duplication) (a) 100% of the Outstanding
Principal Balance of each Mortgage Loan in such Loan Group (other than a Mortgage Loan related to REO Property)
as of the date of repurchase, net of the principal portion of any unreimbursed Monthly Advances on the Mortgage
Loans relating to the Mortgage Loans made by the purchaser, plus accrued but unpaid interest thereon at the
applicable Mortgage Interest Rate to, but not including, the first day of the month of repurchase, (b) the
appraised value of any related REO Property, less the good faith estimate of the Depositor of liquidation
expenses to be incurred in connection with its disposal thereof (but not more than the Outstanding Principal
Balance of the related Mortgage Loan, together with interest at the applicable Mortgage Interest Rate accrued on
that balance but unpaid to, but not including, the first day of the month of repurchase), such appraisal to be
calculated by an appraiser mutually agreed upon by the Depositor and the Trustee at the expense of the Depositor,
(c) unreimbursed out-of pocket costs of the Master Servicer, including unreimbursed servicing advances and the
principal portion of any unreimbursed Monthly Advances, made on the Mortgage Loans in such Loan Group prior to
the exercise of such repurchase right, (d) any costs and damages incurred by the Trust in connection with any
violation of any predatory or abusive lending laws with respect to a Mortgage Loan, and (e) any unreimbursed
costs and expenses of the Trustee, the Custodian and the Securities Administrator payable pursuant to Section
9.05;
(ii) the later of the making of the final payment or other liquidation, or any advance with respect thereto, of
the last Mortgage Loan, remaining in the Trust Fund or the disposition of all property acquired with respect to
any Mortgage Loan; provided, however, that in the event that an advance has been made, but not yet recovered, at
the time of such termination, the Person having made such advance shall be entitled to receive, notwithstanding
such termination, any payments received subsequent thereto with respect to which such advance was made; or
(iii) the payment to the Certificateholders of all amounts required to be paid to them pursuant to this Agreement.
(b) In no event, however, shall the Trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the
Court of St. James's, living on the date of this Agreement.
(c) (i) The right of EMC or its designee to repurchase Group I Mortgage Loans and related assets
described in Section 10.01(a)(i) above shall be exercisable only if the aggregate Stated Principal Balance of the
Mortgage Loans at the time of any such repurchase is less than 20% of the sum of the Cut-off Date Balance.
(ii) The right of EMC or its designee to repurchase Group II Mortgage Loans and related assets described in
Section 10.01(a)(i) above shall be exercisable only if the aggregate Stated Principal Balance of the Mortgage
Loans at the time of any such repurchase is less than 10% of the sum of the Cut-off Date Balance.
(iii) The right of EMC or its designee to repurchase Group II Mortgage Loans and related assets described in
Section 10.01(a)(i) above shall be exercisable only if the sum of the Stated Principal Balance of the Mortgage
Loans in Loan Group III at the time of any such repurchase is less than 10% of the sum of the Cut-off Date
Balance.
(iv) The right of EMC or its designee to repurchase all the assets of the Trust Fund described in Section
10.01(a)(i) above shall also be exercisable if the Depositor, based upon an Opinion of Counsel addressed to the
Depositor, the Trustee and the Securities Administrator has determined that the REMIC status of any 2006-4 REMIC
has been lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable
year.
(v) At any time thereafter, in the case of (i) and (ii) or (iii) above, EMC may elect to terminate any 2006-4
REMIC at any time, and upon such election, the Depositor or its designee, shall purchase in accordance with
Section 10.01(a)(i) above all the assets of the Trust Fund.
(d) The Securities Administrator shall give notice of any termination to the Certificateholders, with a copy to
the Master Servicer and the Trustee and the Rating Agencies upon which the Certificateholders shall surrender
their Certificates to the Securities Administrator for payment of the final distribution and cancellation. Such
notice shall be given by letter, mailed not earlier than the l5th day and not later than the 25th day of the
month next preceding the month of such final distribution, and shall specify (i) the Distribution Date upon which
final payment of the Certificates will be made upon presentation and surrender of the Certificates at the
Corporate Trust Office of the Securities Administrator therein designated, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the Corporate Trust Office of the
Securities Administrator therein specified.
(e) If the option of EMC to repurchase or cause the repurchase of all Group I Mortgage Loans or the Group II
Mortgage Loans and the related assets described in Section 10.01(c) above is exercised, EMC and/or its designee
shall deliver to the Securities Administrator for deposit in the Distribution Account, by the Business Day prior
to the applicable Distribution Date, an amount equal to the Termination Purchase Price of the Mortgage Loans
being repurchased on such Distribution Date. Upon presentation and surrender of the related Certificates by the
related Certificateholders, the Securities Administrator shall distribute to such Certificateholders from amounts
then on deposit in the Distribution Account an amount determined as follows: with respect to each such
Certificate (other than the Class II-X Certificates, the Residual Certificates and the Class XP Certificates),
the outstanding Certificate Principal Balance, plus with respect to each such Certificate (other than the
Residual Certificates and the Class XP Certificates), one month's interest thereon at the applicable Pass-Through
Rate; and with respect to the Class R Certificates and the Class XP Certificates, the percentage interest
evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the
aggregate amount to be distributed to the Holders of the related Certificates (other than the Residual
Certificates and the Class XP Certificates). If the amounts then on deposit in the Distribution Account are not
sufficient to pay all of the related Certificates in full (other than the Residual Certificates and the Class XP
Certificates), any such deficiency will be allocated in the case of a repurchase of the Group I Mortgage Loans,
first, to the Class I-B Certificates, in inverse order of their numerical designation, second, to the Class I-M
Certificates, in inverse order of their numerical designation, and then to the related Senior Certificates, on a
pro rata basis, in the case of a repurchase of the Group II Mortgage Loans, first, to the Class II-B
Certificates, in inverse order of their numerical designation, and then to the related Senior Certificates, on a
pro rata basis, and the case of a repurchase of the Group III Mortgage Loans, first, to the Class III-B
Certificates, in inverse order of their numerical designation, and then to the related Senior Certificates, on a
pro rata basis. Upon deposit of the required repurchase price and following such final Distribution Date for the
related Certificates, the Trustee shall cause the Custodian to promptly release to EMC and/or its designee the
Mortgage Files for the remaining applicable Mortgage Loans, and the Accounts with respect thereto shall
terminate, subject to the Securities Administrator's obligation to hold any amounts payable to the related
Certificateholders in trust without interest pending final distributions pursuant to Section 10.01(g). After
final distributions pursuant to Section 10.01(g) to all Certificateholders, any other amounts remaining in the
Accounts will belong to the Depositor.
(f) In the event that this Agreement is terminated by reason of the payment or liquidation of all Mortgage Loans
or the disposition of all property acquired with respect to all Mortgage Loans under Section 10.01(a)(ii) above,
upon the presentation and surrender of the Certificates, the Securities Administrator shall distribute to the
remaining Certificateholders, in accordance with their respective interests, all distributable amounts remaining
in the Distribution Account. Following such final Distribution Date, the Trustee shall release (or shall
instruct the Custodian, on its behalf, to release) promptly to the Depositor or its designee the Mortgage Files
for the remaining Mortgage Loans, and the Distribution Account shall terminate, subject to the Securities
Administrator's obligation to hold any amounts payable to the Certificateholders in trust without interest
pending final distributions pursuant to this Section 10.01(f).
(g) If not all of the Certificateholders shall surrender their Certificates for cancellation within six months
after the time specified in the above-mentioned written notice, the Securities Administrator shall give a second
written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within six months after the second notice, not all the
Certificates shall have been surrendered for cancellation, the Securities Administrator may take appropriate
steps, or appoint any agent to take appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which
remain subject to this Agreement.
(h) EMC, if it is not the Master Servicer, or its designee, as applicable, shall be deemed to represent that one
of the following will be true and correct: (i) the exercise of the optional termination right set forth in
Section 10.01 shall not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or
(ii) EMC or such designee, as applicable, is (A) not a party in interest with respect to any Plan and (B) is not
a "benefit plan investor" (other than a plan sponsored or maintained by EMC or the designee, as the case may be,
provided that no assets of such plan are invested or deemed to be invested in the Certificates). If the holder of
the optional termination right is unable to exercise such option by reason of the preceding sentence, then the
Master Servicer may exercise such option.
Section 10.02. Additional Termination Requirements. (a) If the option of the Depositor to repurchase all the
Mortgage Loans under Section 10.01(a)(i) above is exercised, the Trust Fund and each 2006-4 REMIC shall be
terminated in accordance with the following additional requirements, unless the Trustee has been furnished with
an Opinion of Counsel addressed to the Trustee to the effect that the failure of the Trust to comply with the
requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as
defined in Section 860F of the Code on each 2006-4 REMIC or (ii) cause any 2006-4 REMIC to fail to qualify as a
2006-4 REMIC at any time that any Regular Certificates are outstanding:
(i) within 90 days prior to the final Distribution Date, at the written direction of Depositor, the Securities
Administrator, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of
each 2006-4 REMIC in the case of a termination under Section 10.01(a)(i). Such plan, which shall be provided to
the Securities Administrator by the Depositor, shall meet the requirements of a "qualified liquidation" under
Section 860F of the Code and any regulations thereunder.
(ii) the Depositor shall notify the Trustee and the Securities Administrator at the commencement of such 90-day
liquidation period and, at or prior to the time of making of the final payment on the Certificates, the
Securities Administrator shall sell or otherwise dispose of all of the remaining assets of the Trust Fund in
accordance with the terms hereof; and
(iii) at or after the time of adoption of such a plan of complete liquidation of any 2006-4 REMIC and at or prior
to the final Distribution Date, the Securities Administrator shall sell for cash all of the assets of the Trust
to or at the direction of the Depositor, and each 2006-4 REMIC, shall terminate at such time.
(b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of
complete liquidation of the related 2006-4 REMIC upon the written request of the Depositor, and to take such
action in connection therewith as may be reasonably requested by the Depositor and (ii) appoint the Depositor as
their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete
liquidation. The Securities Administrator on behalf of the Trustee shall adopt such plan of liquidation by
filing the appropriate statement on the final tax return of each 2006-4 REMIC. Upon complete liquidation or
final distribution of all of the assets of the Trust Fund, the Trust Fund and each 2006-4 REMIC shall terminate.
ARTICLE XI
Miscellaneous Provisions
Section 11.01. Intent of Parties. The parties intend that each 2006-4 REMIC shall be treated as a REMIC for
federal income tax purposes and that the provisions of this Agreement should be construed in furtherance of this
intent. Notwithstanding any other express or implied agreement to the contrary, the Sponsor, the Master Servicer,
the Securities Administrator, the Depositor, the Trustee, each recipient of the related Prospectus Supplement
and, by its acceptance thereof, each holder of a Certificate, agrees and acknowledges that each party hereto has
agreed that each of them and their employees, representatives and other agents may disclose, immediately upon
commencement of discussions, to any and all persons the tax treatment and tax structure of the Certificates and
the 2006-4 REMICs, the transactions described herein and all materials of any kind (including opinions and other
tax analyses) that are provided to any of them relating to such tax treatment and tax structure except where
confidentiality is reasonably necessary to comply with the securities laws of any applicable jurisdiction. For
purposes of this paragraph, the terms "tax treatment" and "tax structure" have the meanings set forth in Treasury
Regulation Sections 1.6011-4(c), 301.6111-2(c) and 301.6112-1(d).
Section 11.02. Amendment. (a) This Agreement may be amended from time to time by the Company, the Depositor, the
Master Servicer, the Securities Administrator and the Trustee, without notice to or the consent of any of the
Certificateholders, to (i) cure any ambiguity, (ii) correct or supplement any provisions herein that may be
defective or inconsistent with any other provisions herein, (iii) conform any provisions herein to the provisions
in the Prospectus, (iv) comply with any changes in the Code, (v) to revise any provisions to reflect the
obligations of the parties to this agreement as they relate to Regulation AB or (vi) make any other provisions
with respect to matters or questions arising under this Agreement which shall not be inconsistent with the
provisions of this Agreement; provided, however, that with respect to clauses (iv) through (vi) of this Section
11.02(a), such action shall not, as evidenced by an Opinion of Independent Counsel, addressed to the Trustee,
adversely affect in any material respect the interests of any Certificateholder. Notwithstanding anything
contained in Section 3.23, this Agreement shall not be amended without the agreement of all the parties hereto.
(b) This Agreement may also be amended from time to time by the Company, the Master Servicer, the Depositor, the
Securities Administrator and the Trustee, with the consent of the Holders of Certificates evidencing Fractional
Undivided Interests aggregating not less than 51% of the Trust Fund or of the applicable Class or Classes, if
such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or
delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate
without the consent of the Holder of such Certificate, (ii) reduce the aforesaid percentage of Certificates the
Holders of which are required to consent to any such amendment, without the consent of the Holders of all
Certificates then outstanding, or (iii) cause any 2006-4 REMIC to fail to qualify as a REMIC for federal income
tax purposes, as evidenced by an Opinion of Independent Counsel addressed to the Trustee which shall be provided
to the Trustee other than at the Trustee's expense. Notwithstanding any other provision of this Agreement, for
purposes of the giving or withholding of consents pursuant to this Section 11.02(b), Certificates registered in
the name of or held for the benefit of the Depositor, the Securities Administrator, the Master Servicer, or the
Trustee or any Affiliate thereof shall be entitled to vote their Fractional Undivided Interests with respect to
matters affecting such Certificates.
(c) Promptly after the execution of any such amendment, the Securities Administrator shall furnish a copy of such
amendment or written notification of the substance of such amendment to each Certificateholder, the Rating
Agencies and the Trustee.
(d) In the case of an amendment under Section 11.02(b) above, it shall not be necessary for the Certificateholders
to approve the particular form of such an amendment. Rather, it shall be sufficient if the Certificateholders
approve the substance of the amendment. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as
the Securities Administrator may prescribe.
(e) Prior to the execution of any amendment to this Agreement, the Trustee and the Securities Administrator shall
be entitled to receive and rely upon an Opinion of Counsel addressed to the Trustee and the Securities
Administrator stating that the execution of such amendment is authorized or permitted by this Agreement. The
Trustee and the Securities Administrator may, but shall not be obligated to, enter into any such amendment which
affects the Trustee's or the Securities Administrator's own respective rights, duties or immunities under this
Agreement.
Section 11.03. Recordation of Agreement. To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and in any other appropriate public
recording office or elsewhere. The Depositor shall effect such recordation, at the expense of the Trust upon the
request in writing of a Certificateholder, but only if such direction is accompanied by an Opinion of Counsel
(provided at the expense of the Certificateholder requesting recordation) to the effect that such recordation
would materially and beneficially affect the interests of the Certificateholders or is required by law.
Section 11.04. Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder
shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of
the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.
(b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any
manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish
the Certificateholders from time to time as partners or members of an association; nor shall any
Certificateholders be under any liability to any third Person by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit,
action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the
Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such
Certificateholder previously shall have given to the Securities Administrator a written notice of a continuing
default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or
thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity,
shall have neglected or refused to institute any such action, suit or proceeding.
(d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect
the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other
such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and
for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the
provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.
Section 11.05. Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by Certificateholders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in
person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Securities Administrator and,
where it is expressly required, to the Depositor. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the
Securities Administrator and the Depositor, if made in the manner provided in this Section 11.05.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the
affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than
his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or
her authority. The fact and date of the execution of any such instrument or writing, or the authority of the
individual executing the same, may also be proved in any other manner which the Securities Administrator deems
sufficient.
(c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such
Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance
with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Securities
Administrator, the Depositor, the Master Servicer nor any successor to any such parties shall be affected by any
notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any
Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued
upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything
done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Depositor, the Master
Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made
upon such Certificates.
(e) In determining whether the Holders of the requisite percentage of Certificates evidencing Fractional Undivided
Interests have given any request, demand, authorization, direction, notice, consent or waiver hereunder,
Certificates owned by the Trustee, the Securities Administrator, the Depositor, the Master Servicer or any
Affiliate thereof shall be disregarded, except as otherwise provided in Section 11.02(b) and except that, in
determining whether the Trustee shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Certificates which a Responsible Officer of the Trustee actually knows
to be so owned shall be so disregarded. Certificates which have been pledged in good faith to the Trustee, the
Securities Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be regarded as
outstanding if the pledgor establishes to the satisfaction of the Trustee the pledgor's right to act with respect
to such Certificates and that the pledgor is not an Affiliate of the Trustee, the Securities Administrator, the
Depositor, or the Master Servicer, as the case may be.
Section 11.06. Governing Law. THIS AGREEMENT AND THE CERTIFICATES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES (OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW, WHICH THE PARTIES HERETO EXPRESSLY RELY UPON IN THE CHOICE OF SUCH LAW AS THE GOVERNING
LAW HEREUNDER) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Section 11.07. Notices. All demands and notices hereunder shall be in writing and shall be deemed given when
delivered at (including delivery by facsimile) or mailed by registered mail, return receipt requested, postage
prepaid, or by recognized overnight courier, to (i) in the case of the Depositor, Structured Asset Mortgage
Investments II Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Chief Counsel, and with respect to
Reg AB notifications to the Depositor at xxxxxxxxxxxxxxxxxx@xxxx.xxx; (ii) in the case of the Trustee, at its
Corporate Trust Office, or such other address as may hereafter be furnished to the other parties hereto in
writing; (iii) in the case of the Company, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Vice
President-Servicing, telecopier number: (000) 000-0000, or to such other address as may hereafter be furnished
to the other parties hereto in writing; (iv) in the case of the Master Servicer or Securities Administrator,
Xxxxx Fargo Bank, National Association, X.X. Xxx 00, Xxxxxxxx Xxxxxxxx 00000 (or, in the case of overnight
deliveries, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 21045) (Attention: Corporate Trust Services – XXXXXX
0000-0), xxxxxxxxx no.: (000) 000-0000, or such other address as may hereafter be furnished to the other parties
hereto in writing; or (v) in the case of the Rating Agencies, Xxxxx'x Investors Service, Inc., 00 Xxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 and Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000. Any notice delivered to the Depositor, the Master Servicer, the Securities
Administrator or the Trustee under this Agreement shall be effective only upon receipt. Any notice required or
permitted to be mailed to a Certificateholder, unless otherwise provided herein, shall be given by first-class
mail, postage prepaid, at the address of such Certificateholder as shown in the Certificate Register. Any notice
so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given
when mailed, whether or not the Certificateholder receives such notice.
Section 11.08. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severed from the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the holders thereof.
Section 11.09. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto.
Section 11.10. Article and Section Headings. The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.
Section 11.11. Counterparts. This Agreement may be executed in two or more counterparts each of which when so
executed and delivered shall be an original but all of which together shall constitute one and the same
instrument.
Section 11.12. Notice to Rating Agencies. The article and section headings herein are for convenience of
reference only, and shall not limited or otherwise affect the meaning hereof. The Securities Administrator shall
promptly provide notice to each Rating Agency with respect to each of the following of which a Responsible
Officer of the Securities Administrator has actual knowledge:
1. Any material change or amendment to this Agreement or the Servicing Agreements;
2. The occurrence of any Event of Default that has not been cured;
3. The resignation or termination of the Master Servicer, the Trustee or the Securities
Administrator;
4. The repurchase or substitution of any Mortgage Loans;
5. The final payment to Certificateholders; and
6. Any change in the location of the Distribution Account.
IN WITNESS WHEREOF, the Depositor, the Trustee, the Master Servicer and the Securities Administrator
have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day
and year first above written.
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as
Depositor
By: /s/ Xxxxx Xxxxxxxxxxx
Name: Xxxxx Xxxxxxxxxxx
Title: Senior Managing Director
CITIBANK, N.A., as Trustee
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Master
Servicer
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as
Securities Administrator
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
EMC MORTGAGE CORPORATION
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: SVP
Accepted and Agreed as to
Sections 2.01, 2.02, 2.03, 2.04 and 9.09(c)
in its capacity as Sponsor
EMC MORTGAGE CORPORATION
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: EVP
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of June 2006, before me, a notary public in and for said State, personally appeared
Xxxxx Xxxxxxxxxxx, known to me to be a Vice President of Structured Asset Mortgage Investments II Inc., the
limited liability company that executed the within instrument, and also known to me to be the person who executed
it on behalf of said limited liability company, and acknowledged to me that such limited liability company
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
/s/ Xxxxxx Xxxxx
Notary Public
[Notarial Seal]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of June 2006, before me, a notary public in and for said State, personally appeared
Xxxx Xxxxxx, known to me to be a [Vice President] of Citibank, N.A., the entity that executed
the within instrument, and also known to me to be the person who executed it on behalf of said entity, and
acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
/s/ Xxxx Xxxxxx
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
) ss.:
CITY OF BALTIMORE )
On the 30th day of June 2006, before me, a notary public in and for said State, personally appeared
Xxxxxx X. Xxxxxx, known to me to be a Vice President of Xxxxx Fargo Bank, National Association, the entity that
executed the within instrument, and also known to me to be the person who executed it on behalf of said entity,
and acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
/s Xxxxxxx Xxxxxxx
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
) ss.:
CITY OF BALTIMORE )
On the 30th day of June 2006, before me, a notary public in and for said State, personally appeared
Xxxxxx X. Xxxxxx, known to me to be a Vice President of Xxxxx Fargo Bank, National Association, the entity that
executed the within instrument, and also known to me to be the person who executed it on behalf of said entity,
and acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
/s Xxxxxxx Xxxxxxx
Notary Public
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On the 30th day of June 2006, before me, a notary public in and for said State, personally appeared
Xxxxx Xxxx, known to me to be Senior Vice President of EMC Mortgage Corporation, the corporation that executed
the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
/s/ Xxx Xxxxxxxx
Notary Public
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On the 30th day of June 2006, before me, a notary public in and for said State, personally appeared Xxx
Xxxxxxxx, known to me to be Executive Vice President of EMC Mortgage Corporation, the corporation that executed
the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
/s/ Xxx Xxxxxxxx
Notary Public
[Notarial Seal]
APPENDIX 1
Calculation of REMIC I Y Principal Reduction Amounts
For any Distribution Date the amounts by which the Uncertificated Principal Balances of REMIC I Regular
Interests Y-1, Y-2 and Y-3, respectively, will be reduced on such distribution date by the allocation of Realized
Losses and the distribution of principal, determined as follows:
First, for each of Sub-Loan Group II-1, Sub-Loan Group II-2 and Sub-Loan Group II-3, determine the weighted
average of the Net Rates of the Mortgage Loans in that Sub-Loan Group for distributions of interest that will be
made on the next succeeding Distribution Date (the "Group Interest Rate"). The Class Y Principal Reduction
Amounts will be determined pursuant to the "Generic Solution for the Class Y Principal Reduction Amounts" set
forth below (the "Generic Solution") by making identifications among the actual Sub-Loan Groups and their related
Class Y and Class Z Regular Interests and weighted average net rates and the Groups named in the Generic Solution
and their related Class Y and Class Z Regular Interests as follows:
A. Determine which Sub-Loan Group has the lowest Group Interest Rate. That Sub-Loan Group will be identified
with Group AA and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan Group will
be respectively identified with the Class YAA and Class ZAA Certificates. The Group Interest Rate for that
Sub-Loan Group will be identified with J%. If two or more Sub-Loan Groups have the lowest Group Interest Rate
pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only once in the
course of any such selections pursuant to paragraphs A through C of this definition.
B. Determine which Sub-Loan Group has the second lowest Group Interest Rate. That Sub-Loan Group will be
identified with Group BB and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan
Group will be respectively identified with the Class BB and Class ZBB Certificates. The Group Interest Rate for
that Sub-Loan Group will be identified with K%. If two or more Sub-Loan Groups have the second lowest Group
Interest Rate pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only
once in the course of any such selections pursuant to paragraphs A through C of this definition.
C. Determine which Sub-Loan Group has the third lowest Group Interest Rate. That Sub-Loan Group will be
identified with Group CC and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan
Group will be respectively identified with the Class YCC and Class ZCC Certificates. The Group Interest Rate for
that Sub-Loan Group will be identified with L%. If two or more Sub-Loan Groups have the third lowest Group
Interest Rate pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only
once in the course of any such selections pursuant to paragraphs A through C or this definition.
Generic Solution for Class Y Principal Reduction Amounts:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
PJB = the Group AA Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PLB = the Group CC Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PKB = the Group BB Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
R = the Class CB Certificate Interest Rate = (J%PJB + L%PLB + K%PKB)/(PJB + PLB + PKB)
R1 = the weighted average of the Group Interest Rates for Group AA and Group BB
= (J% (Pj - ΔPj) + K% (Pk - ΔPk))/(Pj - ΔPj + Pk - ΔPk)
R2 = the weighted average of the Group Interest Rates for Group CC and Group BB
= (L% (Pl - ΔPl) + K% (Pk - ΔPk))/(Pl - ΔPl + Pk - ΔPk)
r1 = the weighted average of the Class YAA and Class YBB Certificate Interest Rates
= (J% Yj + K% Yk)/(Yj + Yk)
r2 = the weighted average of the Class YCC and Class YBB Certificate Interest Rates
= (L% Yl + K% Yk)/(Yl + Yk)
Yj = the Class YAA Uncertificated Principal Balance after distributions on the prior Distribution Date.
Yl = the Class YCC Uncertificated Principal Balance after distributions on the prior Distribution Date.
Yk = the Class YBB Uncertificated Principal Balance after distributions on the prior Distribution Date.
ΔYj = the Class YAA Principal Reduction Amount.
ΔYl = the Class YCC Principal Reduction Amount.
ΔYk = the Class YBB Principal Reduction Amount.
Zj = the Class ZAA Uncertificated Principal Balance after distributions on the prior Distribution Date.
Zl = the Class ZCC Uncertificated Principal Balance after distributions on the prior Distribution Date.
Zk = the Class ZBB Uncertificated Principal Balance after distributions on the prior Distribution Date.
ΔZj = the Class ZAA Principal Reduction Amount.
ΔZl = the Class ZCC Principal Reduction Amount.
ΔZk = the Class ZBB Principal Reduction Amount.
Pj = the aggregate of the Class YAA and Class ZAA Uncertificated Principal Balances after distributions on
the prior Distribution Date, which is equal to the aggregate principal balance of the Group AA Mortgage
Loans reduced by the Class R-1 Principal Balance, if applicable.
= Yj + Zj
Pl = the aggregate of the Class YCC and Class ZCC Principal Balances after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group CC Loans reduced by
the Class R-1 Principal Balance, if applicable.
= Yl + Zl =
Pk = the aggregate of the Class YBB and Class ZBB Principal Balances after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group BB Loans reduced by
the Class R Certificate Principal Balance, if any.
= Yk + Zk
ΔPj = the aggregate principal reduction resulting on such Distribution Date on the Group AA Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YAA and Class ZAA
Principal Reduction Amounts.
= ΔYj + ΔZj
ΔPl= the aggregate principal reduction resulting on such Distribution Date on the Group CC Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YCC and Class ZCC
Principal Reduction Amounts.
= ΔYl + ΔZl
ΔPk = the aggregate principal reduction resulting on such Distribution Date on the Group BB Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YBB and Class ZBB
Principal Reduction Amounts.
= ΔYk + ΔZk
α = .0005
γ1 = (R – R1)/(L% - R). If R=>K%, γ1 is a non-negative number unless its denominator is zero,
in which event it is undefined.
γ2 = (R – J%)/( R2 - R). If R<K%, γ2 is a non-negative number.
If γ1 is undefined, ΔYj = Yj, ΔYl = (Yl/Pl)ΔPl, and ΔYk = Yk.
If γ2 is zero, ΔYl = Yl, ΔYj = (Yj/Pj)ΔPj, and ΔYk = Yk.
In the remaining situations, ΔYj, ΔYl and ΔYk shall be defined as follows:
I. If R=>K% and r1=> R1, make the following additional definitions:
δYk = ((J% - R1)/(K% - R1))Yj + Yk
δYk is a number between Yk and 0 such that (J%Yj + K%( CityYk.- δYk))/(Yj + Yk.-
δYk) = R1.
Y4 = Yj + Yk.- δYk
P4 = Pj + Pk.
ΔY4 = ΔYj + ΔYk.- δYk
1. If Yl - α(Pl - ΔPl) => 0, Y4- α(P4 - ΔP4) => 0, and γ1(P4 - ΔP4) < (Pl -
ΔPl), ΔYl = Yl - αγ1(P4 - ΔP4) and ΔY4 = Y4 - α(P4 - ΔP4).
2. If Yl - α(Pl - ΔPl) => 0, Y4 - α(P4 - ΔP4) => 0, and γ1(P4 - ΔP4) =>
(Pl - ΔPl), ΔYl = Yl - α(Pl - ΔPl) and
ΔY4 = Y4 - (α/γ1)(Pl - ΔPl).
3. If Yl - α(Pl - ΔPl) < 0, Y4 - α(P4 - ΔP4) => 0, and Y4 - α(P4 - ΔP4) =>
Y4 - (Yl/γ1), ΔYl = Yl - αγ1(P4 - ΔP4) and
ΔY4 = Y4 - α(P4 - ΔP4).
4. If Yl - α(Pl - ΔPl) < 0, Y4 - (Yl/γ1) => 0, and
Y4 - α(P4 - ΔP4) <= Y4 - (Yl/γ1), ΔYl = 0 and ΔY4 = Y4 - (Yl/γ1).
5. If Y4 - α(P4 - ΔP4) < 0, Y4 - (Yl/γ1) < 0, and
Yl - α(Pl - ΔPl) <= Yl - (γ1Y4), ΔYl = Yl - (γ1Y4) and ΔY4 = 0.
6. If Y4 - α(P4 - ΔP4) < 0, Yl - α(Pl - ΔPl) => 0, and Yl - α(Pl - ΔPl) =>
Yl - (γ1Y4), ΔYl = Yl - α(Pl - ΔPl) and
ΔY4 = Y4 - (α/γ1)(Pl - ΔPl).
ΔYj = [Yj/(Yj + Yk - δYk)]ΔY4
ΔYk = δYk + [(Yk - δYk)/(Yj + Yk - δYk)]ΔY4
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yl - ΔYl ) to (Y4 - ΔY4 ) equal to γ1 after taking account of the allocation
Realized Losses and the distributions that will be made through the end of the Distribution Date to
which such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA,
Class YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to
zero for such Distribution Date;
2. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YAA
and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal Balance less
than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal Balances and
the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YBB
and Class ZBB Uncertificated Principal Balances in each case after giving effect to allocations of
Realized Losses and distributions to be made through the end of the Distribution Date to which such
provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Yl - ΔYl ) and whose denominator is the sum of (Yl -
ΔYl) and (Zl - ΔZl) and (b) the fraction whose numerator is (Y4 - ΔY4) and whose denominator is the sum
of (Y4 - ΔY4), (Zj - ΔZj) and (Zk - ΔZk) as large as possible while remaining less than or equal to
0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY4 between ΔYj and ΔYk cannot be achieved
because either ΔYj as so defined is greater than ΔPj or ΔYk as so defined is greater than ΔPk, such an allocation
shall be made as close as possible to the formula allocation within the requirement that ΔYj < ΔPj and ΔYk < ΔPk.
II. If R=>K% and r1<R1, make the following additional definitions:
δYj = Yj + ((R1 – K%)/(R1 – J%))Yk
δYj is a number between Yj and 0 such that (J%(Yj - δYj) + K%Yk)/(Yj - δYj + Yk.) = R1.
Y5 = Yj - δYj + Yk.
P5 = Pj + Pk.
ΔY5 = ΔYj - δYj + ΔYk.
1. If Yl - α(Pl - ΔPl) => 0, Y5- α(P5 - ΔP5) => 0, and γ1(P5 - ΔP5) < (Pl -
ΔPl), ΔYl = Yl - αγ1(P5 - ΔP5) and ΔY5 = Y5 - α(P5 - ΔP5).
2. If Yl - α(Pl - ΔPl) => 0, Y5 - α(P5 - ΔP5) => 0, and γ1(P5 - ΔP5) =>
(Pl - ΔPl), ΔYl = Yl - α(Pl - ΔPl) and
ΔY5 = Y5 - (α/γ1)(Pl - ΔPl).
3. If Yl - α(Pl - ΔPl) < 0, Y5 - α(P5 - ΔP5) => 0, and Y5 - α(P5 - ΔP5) =>
Y5 - (Yl/γ1), ΔYl = Yl - αγ1(P5 - ΔP5) and
ΔY5 = Y5 - α(P5 - ΔP5).
4. If Yl - α(Pl - ΔPl) < 0, Y5 - (Yl/γ1) => 0, and
Y5 - α(P5 - ΔP5) <= Y5 - (Yl/γ1), ΔYl = 0 and ΔY5 = Y5 - (Yl/γ1).
5. If Y5 - α(P5 - ΔP5) < 0, Y5 - (Yl/γ1) < 0, and
Yl - α(Pl - ΔPl) <= Yl - (γ1Y5), ΔYl = Yl - (γ1Y5) and ΔY5 = 0.
6. If Y5 - α(P5 - ΔP5) < 0, Yl - α(Pl - ΔPl) => 0, and Yl - α(Pl - ΔPl) =>
Yl - (γ1Y5), ΔYl = Yl - α(Pl - ΔPl) and
ΔY5 = Y5 - (α/γ1)(Pl - ΔPl).
ΔYj = δYj + [(Yj - δYj)/(Yj - δYj + Yk)]ΔY5
ΔYk = [Yk/(Yj - δYj + Yk)]ΔY5
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yl - ΔYl) to (Y5 - ΔY5) equal to γ1 after taking account of the allocation Realized
Losses and the distributions that will be made through end of the Distribution Date to which such
provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class YCC,
Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for such
Distribution Date;
2. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YAA
and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal Balance less
than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal Balances and
the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YBB
and Class ZBB Uncertificated Principal Balances in each case after giving effect to allocations of
Realized Losses and distributions to be made through the end of the Distribution Date to which such
provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Yl - ΔYl) and whose denominator is the sum of (Yl -
ΔYl) and (Zl - ΔZl) and (b) the fraction whose numerator is (Y5 - ΔY5) and whose denominator is the sum
of (Y5 - ΔY5), (Zj - ΔZj) and (Zk - ΔZk) as large as possible while remaining less than or equal to
0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY5 between ΔYj and ΔYk cannot be achieved
because either ΔYj as so defined is greater than ΔPj or ΔYk as so defined is greater than ΔPk, such an
allocation shall be made as close as possible to the formula allocation within the requirement that ΔYj < ΔPj and
ΔYk < ΔPk.
III. If R<=K% and r2=> R2, make the following additional definitions:
δYl = ((K% - R2)/(L% - R2))Yk + Yl
δYl is a number between Yl and 0 such that (K%Yk + L%( Yl.- δYl))/(Yk + Yl.- δYl) = R2.
Make the following additional definitions:
Y6 = Yl - δYl + Yk.
P6 = Pl + Pk.
ΔY6 = ΔYl - δYl + ΔYk.
1. If Y6 - α(P6 - ΔP6) => 0, Yj- α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) < (P6 -
ΔP6), ΔY6 = Y6 - αγ2(Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).
2. If Y6 - α(P6 - ΔP6) => 0, Yj - α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) =>
(P6 - ΔP6), ΔY6 = Y6 - α(P6 - ΔP6) and
ΔYj = Yj - (α/γ2)(P6 - ΔP6).
3. If Y6 - α(P6 - ΔP6) < 0, Yj - α(Pj - ΔPj) => 0, and Yj - α(Pj - ΔPj) =>
Yj - (Y6/γ2), ΔY6 = Y6 - αγ2(Pj - ΔPj) and
ΔYj = Yj - α(Pj - ΔPj).
4. If Y6 - α(P6 - ΔP6) < 0, Yj - (Y6/γ2) => 0, and
Yj - α(Pj - ΔPj) <= Yj - (Y6/γ2), ΔY6 = 0 and ΔYj = Yj - (Y6/γ2).
5. If Yj - α(Pj - ΔPj) < 0, Yj - (Y6/γ2) < 0, and
Y6 - α(P6 - ΔP6) <= Y6 - (γ2Yj), ΔY6 = Y6 - (γ2Yj) and ΔYj = 0.
6. If Yj - α(Pj - ΔPj) < 0, Y6 - α(P6 - ΔP6) => 0, and Y6 - α(P6 - ΔP6) =>
Y6 - (γ2Yj), ΔY6 = Y6 - α(P6 - ΔP6) and
ΔYj = Yj - (α/γ2)(P6 - ΔP6).
ΔYl = δYl + [(Yl - δYl)/(Yl - δYl + Yk)]ΔY6
ΔYk = [Yk/(Yl - δYl + Yk)]ΔY6
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yj - ΔYj) to (Y6 - ΔY6) equal to γ2 after taking account of the allocation
Realized Losses and the distributions that will be made through end of the Distribution Date to which
such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class
YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for
such Distribution Date;
2. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YAA
and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal Balance less
than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal Balances and
the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YBB
and Class ZBB Uncertificated Principal Balances in each case after giving effect to allocations of
Realized Losses and distributions to be made through the end of the Distribution Date to which such
provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Yj - ΔYj) and whose denominator is the sum of (Yj -
ΔYj) and (Zh - ΔZj) and (b) the fraction whose numerator is (Y6 - ΔY6) and whose denominator
is the sum of (Y6 - ΔY6), (Zl - ΔZl) and (Zk - ΔZk) as large as possible while remaining less than or
equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY6 between ΔYl and ΔYk cannot be achieved
because either ΔYl as so defined is greater than ΔPl or ΔYk as so defined is greater than ΔPk, such an
allocation shall be made as close as possible to the formula allocation within the requirement that ΔYl < ΔPl and
ΔYk < ΔPk.
IV. If R<K% and r2<R2, make the following additional definitions:
δYk = Yk + ((R2 – L%)/(R2 – K%))Yl
δYk is a number between Yk and 0 such that (K%(Yk - δYk) + L%Yl)/(Yk - δYk + Yl.) = R2.
Y7 = Yk - δYk + Yl.
P7 = Pk + Pl.
ΔY7 = ΔYk - δYk + ΔYl.
1. If Y7 - α(P7 - ΔP7) => 0, Yj- α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) < (P7 -
ΔP7), ΔY7 = Y7 - αγ2(Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).
2. If Y7 - α(P7 - ΔP7) => 0, Yj - α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) =>
(P7 - ΔP7), ΔY7 = Y7 - α(P7 - ΔP7) and
ΔYj = Yj - (α/γ2)(P7 - ΔP7).
3. If Y7 - α(P7 - ΔP7) < 0, Yj - α(Pj - ΔPj) => 0, and Yj - α(Pj - ΔPj) =>
Yj - (Y7/γ2), ΔY7 = Y7 - αγ2(Pj - ΔPj) and
ΔYj = Yj - α(Pj - ΔPj).
4. If Y7 - α(P7 - ΔP7) < 0, Yj - (Y7/γ2) => 0, and
Yj - α(Pj - ΔPj) <= Yj - (Y7/γ2), ΔY7 = 0 and ΔYj = Yj - (Y7/γ2).
5. If Yj - α(Pj - ΔPj) < 0, Yj - (Y7/γ2) < 0, and
Y7 - α(P7 - ΔP7) <= Y7 - (γ2Yj), ΔY7 = Y7 - (γ2Yj) and ΔYj = 0.
6. If Yj - α(Pj - ΔPj) < 0, Y7 - α(P7 - ΔP7) => 0, and Y7 - α(P7 - ΔP7) =>
Y7 - (γ2Yj), ΔY7 = Y7 - α(P7 - ΔP7) and
ΔYj = Yj - (α/γ2)(P7 - ΔP7).
ΔYl = [(Yl/(Yl + Yk - δYk)]ΔY7
ΔYk = δYk + [(Yk - δYk)/(Yl + Yk - δYk)]ΔY7
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yj - ΔYj) to (Y7 - ΔY7) equal to γ2 after taking account of the allocation
Realized Losses and the distributions that will be made through end of the Distribution Date to which
such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class
YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for
such Distribution Date;
2. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the
Class YAA and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal
Balance less than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal
Balances and the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of
the Class YBB and Class ZBB Uncertificated Principal Balances in each case after giving effect to
allocations of Realized Losses and distributions to be made through the end of the Distribution Date to
which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Yj - ΔYj) and whose denominator is the sum of
(Yj - ΔYj) and (Zj - ΔZj) and (b) the fraction whose numerator is (Y7 - ΔY7) and whose denominator is
the sum of (Y7 - ΔY7), (Zl - ΔZl) and (Zk - ΔZk) as large as possible while remaining less than or equal
to 0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (iii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY7 between ΔYl and ΔYk cannot be achieved
because either ΔYl as so defined is greater than ΔPl or ΔYk as so defined is greater than ΔPk,
such an allocation shall be made as close as possible to the formula allocation within the requirement that ΔYl <
ΔPl and ΔYk< ΔPk.
Initial Balance Calculation Method:
[The principal balances for the Class YAA, Class YBB and Class YCC Regular Interests as of the Cut-Off Date
should be calculated as follows: First, calculate the Cut-Off Date values for Pj, Pk and Pl. Then calculate the
Cut-Off Date value of R using those balances and the Senior Certificate balances.
If R=>K%, calculate R1 = (J%Pj + K%Pk)/(Pj + Pk) and γ1 =(R - R1)/(L% - R).
If Pl <= γ1(Pj + Pk), the Cut-Off Date principal balance of the Class YC Regular Interest (Yl) equals
0.0005Pl and the Cut-Off Date principal balances of the Class YAA and Class YBB Regular Interests (Yj and Yk)
equal 0.0005 PjPl/[γ1(Pj + Pk)] and 0.0005 PkPl/[γ1(Pj + Pk)] respectively.
If Pl > γ1(Pj + Pk), the Cut-Off Date principal balances of the Class YAA and Class YBB Regular Interests
(Yj and Yk) equal 0.0005 Pj and 0.0005 Pk respectively and the Cut-Off Date principal balance of the Class YCC
Regular Interest (Yl) equals 0.0005γ1(Pj + Pk).
If R<K%, calculate R2 = (L%Pl + K%Pk)/(Pl + Pk) and γ2 =(R – J%)/( R2 - R).
If Pl + Pk <= γ2Pj, the Cut-Off Date principal balances of the Class YCC and Class YBB Regular Interests
(Yl and Yk) equal 0.0005Pl and 0.0005Pk, respectively, and the Cut-Off Date principal balance of the Class YAA
Regular Interest (Yj) equals 0.0005 (Pl + Pk)/γ2.
If Pl + Pk> γ2Pj, the Cut-Off Date principal balance of the Class YAA Regular Interest (Yj) equal 0.0005 Pj
and the Cut-Off Date principal balances of the Class YCC and Class YBB Regular Interests (Yl and Yk) equal
0.0005γ2PjPl/(Pl +Pk) and 0.0005γ2PjPk/(Pl +Pk), respectively.]
NOTES:
1. Classes YAA and ZAA are related to the Group AA Mortgage Loans. The sum of the Uncertificated Principal
Balances for the Class YAA and Class ZAA Regular Interests is equal to the aggregate stated principal balance of
the Group AA Mortgage Loans. Classes YCC and ZCC are related to the Group CC Mortgage Loans. The sum of the
Uncertificated Principal Balances for the Class YCC and Class ZCC Regular Interests is equal to the aggregate
stated principal balance of the Group CC Mortgage Loans. Classes YBB and ZBB are related to the Group BB
Mortgage Loans. The sum of the Uncertificated Principal Balances for the Class YBB and Class ZBB Regular
Interests is equal to the aggregate stated principal balance of the Group BB Mortgage Loans. The Y and Z classes
will be principal and interest classes bearing interest at the pass-through rate for the related Sub-Loan Group.
APPENDIX 2
Calculation of REMIC II Y Principal Reduction Amounts
For any Distribution Date the amounts by which the Uncertificated Principal Balances of REMIC II Regular
Interests Y-1, Y-2 and Y-3, respectively, will be reduced on such distribution date by the allocation of Realized
Losses and the distribution of principal, determined as follows:
First, for each of Sub-Loan Group III-1, Sub-Loan Group III-2 and Sub-Loan Group III-3, determine the weighted
average of the Net Rates of the Mortgage Loans in that Sub-Loan Group for distributions of interest that will be
made on the next succeeding Distribution Date (the "Group Interest Rate"). The Class Y Principal Reduction
Amounts will be determined pursuant to the "Generic Solution for the Class Y Principal Reduction Amounts" set
forth below (the "Generic Solution") by making identifications among the actual Sub-Loan Groups and their related
Class Y and Class Z Regular Interests and weighted average net rates and the Groups named in the Generic Solution
and their related Class Y and Class Z Regular Interests as follows:
A. Determine which Sub-Loan Group has the lowest Group Interest Rate. That Sub-Loan Group will be identified
with Group AA and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan Group will
be respectively identified with the Class YAA and Class ZAA Certificates. The Group Interest Rate for that
Sub-Loan Group will be identified with J%. If two or more Sub-Loan Groups have the lowest Group Interest Rate
pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only once in the
course of any such selections pursuant to paragraphs A through C of this definition.
B. Determine which Sub-Loan Group has the second lowest Group Interest Rate. That Sub-Loan Group will be
identified with Group BB and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan
Group will be respectively identified with the Class BB and Class ZBB Certificates. The Group Interest Rate for
that Sub-Loan Group will be identified with K%. If two or more Sub-Loan Groups have the second lowest Group
Interest Rate pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only
once in the course of any such selections pursuant to paragraphs A through C of this definition.
C. Determine which Sub-Loan Group has the third lowest Group Interest Rate. That Sub-Loan Group will be
identified with Group CC and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan
Group will be respectively identified with the Class YCC and Class ZCC Certificates. The Group Interest Rate for
that Sub-Loan Group will be identified with L%. If two or more Sub-Loan Groups have the third lowest Group
Interest Rate pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only
once in the course of any such selections pursuant to paragraphs A through C or this definition.
Generic Solution for Class Y Principal Reduction Amounts:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
PJB = the Group AA Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PLB = the Group CC Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PKB = the Group BB Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
R = the Class CB Certificate Interest Rate = (J%PJB + L%PLB + K%PKB)/(PJB + PLB + PKB)
R1 = the weighted average of the Group Interest Rates for Group AA and Group BB
= (J% (Pj - ΔPj) + K% (Pk - ΔPk))/(Pj - ΔPj + Pk - ΔPk)
R2 = the weighted average of the Group Interest Rates for Group CC and Group BB
= (L% (Pl - ΔPl) + K% (Pk - ΔPk))/(Pl - ΔPl + Pk - ΔPk)
r1 = the weighted average of the Class YAA and Class YBB Certificate Interest Rates
= (J% Yj + K% Yk)/(Yj + Yk)
r2 = the weighted average of the Class YCC and Class YBB Certificate Interest Rates
= (L% Yl + K% Yk)/(Yl + Yk)
Yj = the Class YAA Uncertificated Principal Balance after distributions on the prior Distribution Date.
Yl = the Class YCC Uncertificated Principal Balance after distributions on the prior Distribution Date.
Yk = the Class YBB Uncertificated Principal Balance after distributions on the prior Distribution Date.
ΔYj = the Class YAA Principal Reduction Amount.
ΔYl = the Class YCC Principal Reduction Amount.
ΔYk = the Class YBB Principal Reduction Amount.
Zj = the Class ZAA Uncertificated Principal Balance after distributions on the prior Distribution Date.
Zl = the Class ZCC Uncertificated Principal Balance after distributions on the prior Distribution Date.
Zk = the Class ZBB Uncertificated Principal Balance after distributions on the prior Distribution Date.
ΔZj = the Class ZAA Principal Reduction Amount.
ΔZl = the Class ZCC Principal Reduction Amount.
ΔZk = the Class ZBB Principal Reduction Amount.
Pj = the aggregate of the Class YAA and Class ZAA Uncertificated Principal Balances after distributions on
the prior Distribution Date, which is equal to the aggregate principal balance of the Group AA Mortgage
Loans reduced by the Class R-1 Principal Balance, if applicable.
= Yj + Zj
Pl = the aggregate of the Class YCC and Class ZCC Principal Balances after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group CC Loans reduced by
the Class R-1 Principal Balance, if applicable.
= Yl + Zl =
Pk = the aggregate of the Class YBB and Class ZBB Principal Balances after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group BB Loans reduced by
the Class R Certificate Principal Balance, if any.
= Yk + Zk
ΔPj = the aggregate principal reduction resulting on such Distribution Date on the Group AA Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YAA and Class ZAA
Principal Reduction Amounts.
= ΔYj + ΔZj
ΔPl= the aggregate principal reduction resulting on such Distribution Date on the Group CC Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YCC and Class ZCC
Principal Reduction Amounts.
= ΔYl + ΔZl
ΔPk = the aggregate principal reduction resulting on such Distribution Date on the Group BB Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YBB and Class ZBB
Principal Reduction Amounts.
= ΔYk + ΔZk
α = .0005
γ1 = (R – R1)/(L% - R). If R=>K%, γ1 is a non-negative number unless its denominator is zero,
in which event it is undefined.
γ2 = (R – J%)/( R2 - R). If R<K%, γ2 is a non-negative number.
If γ1 is undefined, ΔYj = Yj, ΔYl = (Yl/Pl)ΔPl, and ΔYk = Yk.
If γ2 is zero, ΔYl = Yl, ΔYj = (Yj/Pj)ΔPj, and ΔYk = Yk.
In the remaining situations, ΔYj, ΔYl and ΔYk shall be defined as follows:
I. If R=>K% and r1=> R1, make the following additional definitions:
δYk = ((J% - R1)/(K% - R1))Yj + Yk
δYk is a number between Yk and 0 such that (J%Yj + K%( CityYk.- δYk))/(Yj + Yk.-
δYk) = R1.
Y4 = Yj + Yk.- δYk
P4 = Pj + Pk.
ΔY4 = ΔYj + ΔYk.- δYk
7. If Yl - α(Pl - ΔPl) => 0, Y4- α(P4 - ΔP4) => 0, and γ1(P4 - ΔP4) < (Pl -
ΔPl), ΔYl = Yl - αγ1(P4 - ΔP4) and ΔY4 = Y4 - α(P4 - ΔP4).
8. If Yl - α(Pl - ΔPl) => 0, Y4 - α(P4 - ΔP4) => 0, and γ1(P4 - ΔP4) =>
(Pl - ΔPl), ΔYl = Yl - α(Pl - ΔPl) and
ΔY4 = Y4 - (α/γ1)(Pl - ΔPl).
9. If Yl - α(Pl - ΔPl) < 0, Y4 - α(P4 - ΔP4) => 0, and Y4 - α(P4 - ΔP4) =>
Y4 - (Yl/γ1), ΔYl = Yl - αγ1(P4 - ΔP4) and
ΔY4 = Y4 - α(P4 - ΔP4).
10. If Yl - α(Pl - ΔPl) < 0, Y4 - (Yl/γ1) => 0, and
Y4 - α(P4 - ΔP4) <= Y4 - (Yl/γ1), ΔYl = 0 and ΔY4 = Y4 - (Yl/γ1).
11. If Y4 - α(P4 - ΔP4) < 0, Y4 - (Yl/γ1) < 0, and
Yl - α(Pl - ΔPl) <= Yl - (γ1Y4), ΔYl = Yl - (γ1Y4) and ΔY4 = 0.
12. If Y4 - α(P4 - ΔP4) < 0, Yl - α(Pl - ΔPl) => 0, and Yl - α(Pl - ΔPl) =>
Yl - (γ1Y4), ΔYl = Yl - α(Pl - ΔPl) and
ΔY4 = Y4 - (α/γ1)(Pl - ΔPl).
ΔYj = [Yj/(Yj + Yk - δYk)]ΔY4
ΔYk = δYk + [(Yk - δYk)/(Yj + Yk - δYk)]ΔY4
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
4. Making the ratio of (Yl - ΔYl ) to (Y4 - ΔY4 ) equal to γ1 after taking account of the allocation
Realized Losses and the distributions that will be made through the end of the Distribution Date to
which such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA,
Class YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to
zero for such Distribution Date;
5. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YAA
and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal Balance less
than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal Balances and
the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YBB
and Class ZBB Uncertificated Principal Balances in each case after giving effect to allocations of
Realized Losses and distributions to be made through the end of the Distribution Date to which such
provisions relate; and
6. Making the larger of (a) the fraction whose numerator is (Yl - ΔYl ) and whose denominator is the sum of (Yl -
ΔYl) and (Zl - ΔZl) and (b) the fraction whose numerator is (Y4 - ΔY4) and whose denominator is the sum
of (Y4 - ΔY4), (Zj - ΔZj) and (Zk - ΔZk) as large as possible while remaining less than or equal to
0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY4 between ΔYj and ΔYk cannot be achieved
because either ΔYj as so defined is greater than ΔPj or ΔYk as so defined is greater than ΔPk, such an allocation
shall be made as close as possible to the formula allocation within the requirement that ΔYj < ΔPj and ΔYk < ΔPk.
II. If R=>K% and r1<R1, make the following additional definitions:
δYj = Yj + ((R1 – K%)/(R1 – J%))Yk
δYj is a number between Yj and 0 such that (J%(Yj - δYj) + K%Yk)/(Yj - δYj + Yk.) = R1.
Y5 = Yj - δYj + Yk.
P5 = Pj + Pk.
ΔY5 = ΔYj - δYj + ΔYk.
7. If Yl - α(Pl - ΔPl) => 0, Y5- α(P5 - ΔP5) => 0, and γ1(P5 - ΔP5) < (Pl -
ΔPl), ΔYl = Yl - αγ1(P5 - ΔP5) and ΔY5 = Y5 - α(P5 - ΔP5).
8. If Yl - α(Pl - ΔPl) => 0, Y5 - α(P5 - ΔP5) => 0, and γ1(P5 - ΔP5) =>
(Pl - ΔPl), ΔYl = Yl - α(Pl - ΔPl) and
ΔY5 = Y5 - (α/γ1)(Pl - ΔPl).
9. If Yl - α(Pl - ΔPl) < 0, Y5 - α(P5 - ΔP5) => 0, and Y5 - α(P5 - ΔP5) =>
Y5 - (Yl/γ1), ΔYl = Yl - αγ1(P5 - ΔP5) and
ΔY5 = Y5 - α(P5 - ΔP5).
10. If Yl - α(Pl - ΔPl) < 0, Y5 - (Yl/γ1) => 0, and
Y5 - α(P5 - ΔP5) <= Y5 - (Yl/γ1), ΔYl = 0 and ΔY5 = Y5 - (Yl/γ1).
11. If Y5 - α(P5 - ΔP5) < 0, Y5 - (Yl/γ1) < 0, and
Yl - α(Pl - ΔPl) <= Yl - (γ1Y5), ΔYl = Yl - (γ1Y5) and ΔY5 = 0.
12. If Y5 - α(P5 - ΔP5) < 0, Yl - α(Pl - ΔPl) => 0, and Yl - α(Pl - ΔPl) =>
Yl - (γ1Y5), ΔYl = Yl - α(Pl - ΔPl) and
ΔY5 = Y5 - (α/γ1)(Pl - ΔPl).
ΔYj = δYj + [(Yj - δYj)/(Yj - δYj + Yk)]ΔY5
ΔYk = [Yk/(Yj - δYj + Yk)]ΔY5
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
4. Making the ratio of (Yl - ΔYl) to (Y5 - ΔY5) equal to γ1 after taking account of the allocation Realized
Losses and the distributions that will be made through end of the Distribution Date to which such
provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class YCC,
Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for such
Distribution Date;
5. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YAA
and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal Balance less
than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal Balances and
the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YBB
and Class ZBB Uncertificated Principal Balances in each case after giving effect to allocations of
Realized Losses and distributions to be made through the end of the Distribution Date to which such
provisions relate; and
6. Making the larger of (a) the fraction whose numerator is (Yl - ΔYl) and whose denominator is the sum of (Yl -
ΔYl) and (Zl - ΔZl) and (b) the fraction whose numerator is (Y5 - ΔY5) and whose denominator is the sum
of (Y5 - ΔY5), (Zj - ΔZj) and (Zk - ΔZk) as large as possible while remaining less than or equal to
0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY5 between ΔYj and ΔYk cannot be achieved
because either ΔYj as so defined is greater than ΔPj or ΔYk as so defined is greater than ΔPk, such an
allocation shall be made as close as possible to the formula allocation within the requirement that ΔYj < ΔPj and
ΔYk < ΔPk.
III. If R<=K% and r2=> R2, make the following additional definitions:
δYl = ((K% - R2)/(L% - R2))Yk + Yl
δYl is a number between Yl and 0 such that (K%Yk + L%( Yl.- δYl))/(Yk + Yl.- δYl) = R2.
Make the following additional definitions:
Y6 = Yl - δYl + Yk.
P6 = Pl + Pk.
ΔY6 = ΔYl - δYl + ΔYk.
4. If Y6 - α(P6 - ΔP6) => 0, Yj- α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) < (P6 -
ΔP6), ΔY6 = Y6 - αγ2(Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).
5. If Y6 - α(P6 - ΔP6) => 0, Yj - α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) =>
(P6 - ΔP6), ΔY6 = Y6 - α(P6 - ΔP6) and
ΔYj = Yj - (α/γ2)(P6 - ΔP6).
6. If Y6 - α(P6 - ΔP6) < 0, Yj - α(Pj - ΔPj) => 0, and Yj - α(Pj - ΔPj) =>
Yj - (Y6/γ2), ΔY6 = Y6 - αγ2(Pj - ΔPj) and
ΔYj = Yj - α(Pj - ΔPj).
7. If Y6 - α(P6 - ΔP6) < 0, Yj - (Y6/γ2) => 0, and
Yj - α(Pj - ΔPj) <= Yj - (Y6/γ2), ΔY6 = 0 and ΔYj = Yj - (Y6/γ2).
8. If Yj - α(Pj - ΔPj) < 0, Yj - (Y6/γ2) < 0, and
Y6 - α(P6 - ΔP6) <= Y6 - (γ2Yj), ΔY6 = Y6 - (γ2Yj) and ΔYj = 0.
9. If Yj - α(Pj - ΔPj) < 0, Y6 - α(P6 - ΔP6) => 0, and Y6 - α(P6 - ΔP6) =>
Y6 - (γ2Yj), ΔY6 = Y6 - α(P6 - ΔP6) and
ΔYj = Yj - (α/γ2)(P6 - ΔP6).
ΔYl = δYl + [(Yl - δYl)/(Yl - δYl + Yk)]ΔY6
ΔYk = [Yk/(Yl - δYl + Yk)]ΔY6
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yj - ΔYj) to (Y6 - ΔY6) equal to γ2 after taking account of the allocation
Realized Losses and the distributions that will be made through end of the Distribution Date to which
such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class
YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for
such Distribution Date;
4. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YAA
and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal Balance less
than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal Balances and
the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YBB
and Class ZBB Uncertificated Principal Balances in each case after giving effect to allocations of
Realized Losses and distributions to be made through the end of the Distribution Date to which such
provisions relate; and
5. Making the larger of (a) the fraction whose numerator is (Yj - ΔYj) and whose denominator is the sum of (Yj -
ΔYj) and (Zh - ΔZj) and (b) the fraction whose numerator is (Y6 - ΔY6) and whose denominator
is the sum of (Y6 - ΔY6), (Zl - ΔZl) and (Zk - ΔZk) as large as possible while remaining less than or
equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY6 between ΔYl and ΔYk cannot be achieved
because either ΔYl as so defined is greater than ΔPl or ΔYk as so defined is greater than ΔPk, such an
allocation shall be made as close as possible to the formula allocation within the requirement that ΔYl < ΔPl and
ΔYk < ΔPk.
IV. If R<K% and r2<R2, make the following additional definitions:
δYk = Yk + ((R2 – L%)/(R2 – K%))Yl
δYk is a number between Yk and 0 such that (K%(Yk - δYk) + L%Yl)/(Yk - δYk + Yl.) = R2.
Y7 = Yk - δYk + Yl.
P7 = Pk + Pl.
ΔY7 = ΔYk - δYk + ΔYl.
7. If Y7 - α(P7 - ΔP7) => 0, Yj- α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) < (P7 -
ΔP7), ΔY7 = Y7 - αγ2(Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).
8. If Y7 - α(P7 - ΔP7) => 0, Yj - α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) =>
(P7 - ΔP7), ΔY7 = Y7 - α(P7 - ΔP7) and
ΔYj = Yj - (α/γ2)(P7 - ΔP7).
9. If Y7 - α(P7 - ΔP7) < 0, Yj - α(Pj - ΔPj) => 0, and Yj - α(Pj - ΔPj) =>
Yj - (Y7/γ2), ΔY7 = Y7 - αγ2(Pj - ΔPj) and
ΔYj = Yj - α(Pj - ΔPj).
10. If Y7 - α(P7 - ΔP7) < 0, Yj - (Y7/γ2) => 0, and
Yj - α(Pj - ΔPj) <= Yj - (Y7/γ2), ΔY7 = 0 and ΔYj = Yj - (Y7/γ2).
11. If Yj - α(Pj - ΔPj) < 0, Yj - (Y7/γ2) < 0, and
Y7 - α(P7 - ΔP7) <= Y7 - (γ2Yj), ΔY7 = Y7 - (γ2Yj) and ΔYj = 0.
12. If Yj - α(Pj - ΔPj) < 0, Y7 - α(P7 - ΔP7) => 0, and Y7 - α(P7 - ΔP7) =>
Y7 - (γ2Yj), ΔY7 = Y7 - α(P7 - ΔP7) and
ΔYj = Yj - (α/γ2)(P7 - ΔP7).
ΔYl = [(Yl/(Yl + Yk - δYk)]ΔY7
ΔYk = δYk + [(Yk - δYk)/(Yl + Yk - δYk)]ΔY7
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yj - ΔYj) to (Y7 - ΔY7) equal to γ2 after taking account of the allocation
Realized Losses and the distributions that will be made through end of the Distribution Date to which
such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class
YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for
such Distribution Date;
2. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the
Class YAA and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal
Balance less than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal
Balances and the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of
the Class YBB and Class ZBB Uncertificated Principal Balances in each case after giving effect to
allocations of Realized Losses and distributions to be made through the end of the Distribution Date to
which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Yj - ΔYj) and whose denominator is the sum of
(Yj - ΔYj) and (Zj - ΔZj) and (b) the fraction whose numerator is (Y7 - ΔY7) and whose denominator is
the sum of (Y7 - ΔY7), (Zl - ΔZl) and (Zk - ΔZk) as large as possible while remaining less than or equal
to 0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (iii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY7 between ΔYl and ΔYk cannot be achieved
because either ΔYl as so defined is greater than ΔPl or ΔYk as so defined is greater than ΔPk,
such an allocation shall be made as close as possible to the formula allocation within the requirement that ΔYl <
ΔPl and ΔYk < ΔPk.
Initial Balance Calculation Method:
[The principal balances for the Class YAA, Class YBB and Class YCC Regular Interests as of the Cut-Off Date
should be calculated as follows: First, calculate the Cut-Off Date values for Pj, Pk and Pl. Then calculate the
Cut-Off Date value of R using those balances and the Senior Certificate balances.
If R=>K%, calculate R1 = (J%Pj + K%Pk)/(Pj + Pk) and γ1 =(R - R1)/(L% - R).
If Pl <= γ1(Pj + Pk), the Cut-Off Date principal balance of the Class YC Regular Interest (Yl) equals
0.0005Pl and the Cut-Off Date principal balances of the Class YAA and Class YBB Regular Interests (Yj and Yk)
equal 0.0005 PjPl/[γ1(Pj + Pk)] and 0.0005 PkPl/[γ1(Pj + Pk)] respectively.
If Pl > γ1(Pj + Pk), the Cut-Off Date principal balances of the Class YAA and Class YBB Regular Interests
(Yj and Yk) equal 0.0005 Pj and 0.0005 Pk respectively and the Cut-Off Date principal balance of the Class YCC
Regular Interest (Yl) equals 0.0005γ1(Pj + Pk).
If R<K%, calculate R2 = (L%Pl + K%Pk)/(Pl + Pk) and γ2 =(R – J%)/( R2 - R).
If Pl + Pk <= γ2Pj, the Cut-Off Date principal balances of the Class YCC and Class YBB Regular Interests
(Yl and Yk) equal 0.0005Pl and 0.0005Pk, respectively, and the Cut-Off Date principal balance of the Class YAA
Regular Interest (Yj) equals 0.0005 (Pl + Pk)/γ2.
If Pl + Pk> γ2Pj, the Cut-Off Date principal balance of the Class YAA Regular Interest (Yj) equal 0.0005 Pj
and the Cut-Off Date principal balances of the Class YCC and Class YBB Regular Interests (Yl and Yk) equal
0.0005γ2PjPl/(Pl +Pk) and 0.0005γ2PjPk/(Pl +Pk), respectively.]
NOTES:
1. Classes YAA and ZAA are related to the Group AA Mortgage Loans. The sum of the Uncertificated Principal
Balances for the Class YAA and Class ZAA Regular Interests is equal to the aggregate stated principal balance of
the Group AA Mortgage Loans. Classes YCC and ZCC are related to the Group CC Mortgage Loans. The sum of the
Uncertificated Principal Balances for the Class YCC and Class ZCC Regular Interests is equal to the aggregate
stated principal balance of the Group CC Mortgage Loans. Classes YBB and ZBB are related to the Group BB
Mortgage Loans. The sum of the Uncertificated Principal Balances for the Class YBB and Class ZBB Regular
Interests is equal to the aggregate stated principal balance of the Group BB Mortgage Loans. The Y and Z classes
will be principal and interest classes bearing interest at the pass-through rate for the related Sub-Loan Group.
APPENDIX 3
Calculation of REMIC III-A Y Principal Reduction Amounts
For any Distribution Date the amounts by which the Uncertificated Principal Balances of REMIC III-A
Regular Interests Y-1, Y-2 and Y-3, respectively, will be reduced on such distribution date by the allocation of
Realized Losses and the distribution of principal, determined as follows:
First, for each of Sub-Loan Group I-1, Sub-Loan Group I-2 and Sub-Loan Group I-3, determine the weighted average
of the Net Rates of the Mortgage Loans in that Sub-Loan Group for distributions of interest that will be made on
the next succeeding Distribution Date (the "Group Interest Rate"). The Class Y Principal Reduction Amounts will
be determined pursuant to the "Generic Solution for the Class Y Principal Reduction Amounts" set forth below (the
"Generic Solution") by making identifications among the actual Sub-Loan Groups and their related Class Y and
Class Z Regular Interests and weighted average net rates and the Groups named in the Generic Solution and their
related Class Y and Class Z Regular Interests as follows:
A. Determine which Sub-Loan Group has the lowest Group Interest Rate. That Sub-Loan Group will be identified
with Group AA and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan Group will
be respectively identified with the Class YAA and Class ZAA Certificates. The Group Interest Rate for that
Sub-Loan Group will be identified with J%. If two or more Sub-Loan Groups have the lowest Group Interest Rate
pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only once in the
course of any such selections pursuant to paragraphs A through C of this definition.
B. Determine which Sub-Loan Group has the second lowest Group Interest Rate. That Sub-Loan Group will be
identified with Group BB and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan
Group will be respectively identified with the Class BB and Class ZBB Certificates. The Group Interest Rate for
that Sub-Loan Group will be identified with K%. If two or more Sub-Loan Groups have the second lowest Group
Interest Rate pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only
once in the course of any such selections pursuant to paragraphs A through C of this definition.
C. Determine which Sub-Loan Group has the third lowest Group Interest Rate. That Sub-Loan Group will be
identified with Group CC and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan
Group will be respectively identified with the Class YCC and Class ZCC Certificates. The Group Interest Rate for
that Sub-Loan Group will be identified with L%. If two or more Sub-Loan Groups have the third lowest Group
Interest Rate pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only
once in the course of any such selections pursuant to paragraphs A through C or this definition.
Generic Solution for Class Y Principal Reduction Amounts:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
PJB = the Group AA Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PLB = the Group CC Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PKB = the Group BB Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
R = the Class CB Certificate Interest Rate = (J%PJB + L%PLB + K%PKB)/(PJB + PLB + PKB)
R1 = the weighted average of the Group Interest Rates for Group AA and Group BB
= (J% (Pj - ΔPj) + K% (Pk - ΔPk))/(Pj - ΔPj + Pk - ΔPk)
R2 = the weighted average of the Group Interest Rates for Group CC and Group BB
= (L% (Pl - ΔPl) + K% (Pk - ΔPk))/(Pl - ΔPl + Pk - ΔPk)
r1 = the weighted average of the Class YAA and Class YBB Certificate Interest Rates
= (J% Yj + K% Yk)/(Yj + Yk)
r2 = the weighted average of the Class YCC and Class YBB Certificate Interest Rates
= (L% Yl + K% Yk)/(Yl + Yk)
Yj = the Class YAA Uncertificated Principal Balance after distributions on the prior Distribution Date.
Yl = the Class YCC Uncertificated Principal Balance after distributions on the prior Distribution Date.
Yk = the Class YBB Uncertificated Principal Balance after distributions on the prior Distribution Date.
ΔYj = the Class YAA Principal Reduction Amount.
ΔYl = the Class YCC Principal Reduction Amount.
ΔYk = the Class YBB Principal Reduction Amount.
Zj = the Class ZAA Uncertificated Principal Balance after distributions on the prior Distribution Date.
Zl = the Class ZCC Uncertificated Principal Balance after distributions on the prior Distribution Date.
Zk = the Class ZBB Uncertificated Principal Balance after distributions on the prior Distribution Date.
ΔZj = the Class ZAA Principal Reduction Amount.
ΔZl = the Class ZCC Principal Reduction Amount.
ΔZk = the Class ZBB Principal Reduction Amount.
Pj = the aggregate of the Class YAA and Class ZAA Uncertificated Principal Balances after distributions on
the prior Distribution Date, which is equal to the aggregate principal balance of the Group AA Mortgage
Loans reduced by the Class R-1 Principal Balance, if applicable.
= Yj + Zj
Pl = the aggregate of the Class YCC and Class ZCC Principal Balances after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group CC Loans reduced by
the Class R-1 Principal Balance, if applicable.
= Yl + Zl =
Pk = the aggregate of the Class YBB and Class ZBB Principal Balances after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group BB Loans reduced by
the Class R Certificate Principal Balance, if any.
= Yk + Zk
ΔPj = the aggregate principal reduction resulting on such Distribution Date on the Group AA Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YAA and Class ZAA
Principal Reduction Amounts.
= ΔYj + ΔZj
ΔPl= the aggregate principal reduction resulting on such Distribution Date on the Group CC Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YCC and Class ZCC
Principal Reduction Amounts.
= ΔYl + ΔZl
ΔPk = the aggregate principal reduction resulting on such Distribution Date on the Group BB Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YBB and Class ZBB
Principal Reduction Amounts.
= ΔYk + ΔZk
α = .0005
γ1 = (R – R1)/(L% - R). If R=>K%, γ1 is a non-negative number unless its denominator is zero,
in which event it is undefined.
γ2 = (R – J%)/( R2 - R). If R<K%, γ2 is a non-negative number.
If γ1 is undefined, ΔYj = Yj, ΔYl = (Yl/Pl)ΔPl, and ΔYk = Yk.
If γ2 is zero, ΔYl = Yl, ΔYj = (Yj/Pj)ΔPj, and ΔYk = Yk.
In the remaining situations, ΔYj, ΔYl and ΔYk shall be defined as follows:
I. If R=>K% and r1=> R1, make the following additional definitions:
δYk = ((J% - R1)/(K% - R1))Yj + Yk
δYk is a number between Yk and 0 such that (J%Yj + K%( CityYk.- δYk))/(Yj + Yk.-
δYk) = R1.
Y4 = Yj + Yk.- δYk
P4 = Pj + Pk.
ΔY4 = ΔYj + ΔYk.- δYk
13. If Yl - α(Pl - ΔPl) => 0, Y4- α(P4 - ΔP4) => 0, and γ1(P4 - ΔP4) < (Pl -
ΔPl), ΔYl = Yl - αγ1(P4 - ΔP4) and ΔY4 = Y4 - α(P4 - ΔP4).
14. If Yl - α(Pl - ΔPl) => 0, Y4 - α(P4 - ΔP4) => 0, and γ1(P4 - ΔP4) =>
(Pl - ΔPl), ΔYl = Yl - α(Pl - ΔPl) and
ΔY4 = Y4 - (α/γ1)(Pl - ΔPl).
15. If Yl - α(Pl - ΔPl) < 0, Y4 - α(P4 - ΔP4) => 0, and Y4 - α(P4 - ΔP4) =>
Y4 - (Yl/γ1), ΔYl = Yl - αγ1(P4 - ΔP4) and
ΔY4 = Y4 - α(P4 - ΔP4).
16. If Yl - α(Pl - ΔPl) < 0, Y4 - (Yl/γ1) => 0, and
Y4 - α(P4 - ΔP4) <= Y4 - (Yl/γ1), ΔYl = 0 and ΔY4 = Y4 - (Yl/γ1).
17. If Y4 - α(P4 - ΔP4) < 0, Y4 - (Yl/γ1) < 0, and
Yl - α(Pl - ΔPl) <= Yl - (γ1Y4), ΔYl = Yl - (γ1Y4) and ΔY4 = 0.
18. If Y4 - α(P4 - ΔP4) < 0, Yl - α(Pl - ΔPl) => 0, and Yl - α(Pl - ΔPl) =>
Yl - (γ1Y4), ΔYl = Yl - α(Pl - ΔPl) and
ΔY4 = Y4 - (α/γ1)(Pl - ΔPl).
ΔYj = [Yj/(Yj + Yk - δYk)]ΔY4
ΔYk = δYk + [(Yk - δYk)/(Yj + Yk - δYk)]ΔY4
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
7. Making the ratio of (Yl - ΔYl ) to (Y4 - ΔY4 ) equal to γ1 after taking account of the allocation
Realized Losses and the distributions that will be made through the end of the Distribution Date to
which such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA,
Class YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to
zero for such Distribution Date;
8. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YAA
and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal Balance less
than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal Balances and
the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YBB
and Class ZBB Uncertificated Principal Balances in each case after giving effect to allocations of
Realized Losses and distributions to be made through the end of the Distribution Date to which such
provisions relate; and
9. Making the larger of (a) the fraction whose numerator is (Yl - ΔYl ) and whose denominator is the sum of (Yl -
ΔYl) and (Zl - ΔZl) and (b) the fraction whose numerator is (Y4 - ΔY4) and whose denominator is the sum
of (Y4 - ΔY4), (Zj - ΔZj) and (Zk - ΔZk) as large as possible while remaining less than or equal to
0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY4 between ΔYj and ΔYk cannot be achieved
because either ΔYj as so defined is greater than ΔPj or ΔYk as so defined is greater than ΔPk, such an allocation
shall be made as close as possible to the formula allocation within the requirement that ΔYj < ΔPj and ΔYk << ΔPk.
II. If R=>K% and r1<R1, make the following additional definitions:
δYj = Yj + ((R1 – K%)/(R1 – J%))Yk
δYj is a number between Yj and 0 such that (J%(Yj - δYj) + K%Yk)/(Yj - δYj + Yk.) = R1.
Y5 = Yj - δYj + Yk.
P5 = Pj + Pk.
ΔY5 = ΔYj - δYj + ΔYk.
13. If Yl - α(Pl - ΔPl) => 0, Y5- α(P5 - ΔP5) => 0, and γ1(P5 - ΔP5) < (Pl -
ΔPl), ΔYl = Yl - αγ1(P5 - ΔP5) and ΔY5 = Y5 - α(P5 - ΔP5).
14. If Yl - α(Pl - ΔPl) => 0, Y5 - α(P5 - ΔP5) => 0, and γ1(P5 - ΔP5) =>
(Pl - ΔPl), ΔYl = Yl - α(Pl - ΔPl) and
ΔY5 = Y5 - (α/γ1)(Pl - ΔPl).
15. If Yl - α(Pl - ΔPl) < 0, Y5 - α(P5 - ΔP5) => 0, and Y5 - α(P5 - ΔP5) =>
Y5 - (Yl/γ1), ΔYl = Yl - αγ1(P5 - ΔP5) and
ΔY5 = Y5 - α(P5 - ΔP5).
16. If Yl - α(Pl - ΔPl) < 0, Y5 - (Yl/γ1) => 0, and
Y5 - α(P5 - ΔP5) <= Y5 - (Yl/γ1), ΔYl = 0 and ΔY5 = Y5 - (Yl/γ1).
17. If Y5 - α(P5 - ΔP5) < 0, Y5 - (Yl/γ1) < 0, and
Yl - α(Pl - ΔPl) <= Yl - (γ1Y5), ΔYl = Yl - (γ1Y5) and ΔY5 = 0.
18. If Y5 - α(P5 - ΔP5) < 0, Yl - α(Pl - ΔPl) => 0, and Yl - α(Pl - ΔPl) =>
Yl - (γ1Y5), ΔYl = Yl - α(Pl - ΔPl) and
ΔY5 = Y5 - (α/γ1)(Pl - ΔPl).
ΔYj = δYj + [(Yj - δYj)/(Yj - δYj + Yk)]ΔY5
ΔYk = [Yk/(Yj - δYj + Yk)]ΔY5
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
7. Making the ratio of (Yl - ΔYl) to (Y5 - ΔY5) equal to γ1 after taking account of the allocation Realized
Losses and the distributions that will be made through end of the Distribution Date to which such
provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class YCC,
Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for such
Distribution Date;
8. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YAA
and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal Balance less
than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal Balances and
the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YBB
and Class ZBB Uncertificated Principal Balances in each case after giving effect to allocations of
Realized Losses and distributions to be made through the end of the Distribution Date to which such
provisions relate; and
9. Making the larger of (a) the fraction whose numerator is (Yl - ΔYl) and whose denominator is the sum of (Yl -
ΔYl) and (Zl - ΔZl) and (b) the fraction whose numerator is (Y5 - ΔY5) and whose denominator is the sum
of (Y5 - ΔY5), (Zj - ΔZj) and (Zk - ΔZk) as large as possible while remaining less than or equal to
0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY5 between ΔYj and ΔYk cannot be achieved
because either ΔYj as so defined is greater than ΔPj or ΔYk as so defined is greater than ΔPk, such an
allocation shall be made as close as possible to the formula allocation within the requirement that ΔYj < ΔPj and
ΔYk < ΔPk.
III. If R<=K% and r2=> R2, make the following additional definitions:
δYl = ((K% - R2)/(L% - R2))Yk + Yl
δYl is a number between Yl and 0 such that (K%Yk + L%( Yl.- δYl))/(Yk + Yl.- δYl) = R2.
Make the following additional definitions:
Y6 = Yl - δYl + Yk.
P6 = Pl + Pk.
ΔY6 = ΔYl - δYl + ΔYk.
7. If Y6 - α(P6 - ΔP6) => 0, Yj- α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) < (P6 -
ΔP6), ΔY6 = Y6 - αγ2(Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).
8. If Y6 - α(P6 - ΔP6) => 0, Yj - α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) =>
(P6 - ΔP6), ΔY6 = Y6 - α(P6 - ΔP6) and
ΔYj = Yj - (α/γ2)(P6 - ΔP6).
9. If Y6 - α(P6 - ΔP6) < 0, Yj - α(Pj - ΔPj) => 0, and Yj - α(Pj - ΔPj) =>
Yj - (Y6/γ2), ΔY6 = Y6 - αγ2(Pj - ΔPj) and
ΔYj = Yj - α(Pj - ΔPj).
10. If Y6 - α(P6 - ΔP6) < 0, Yj - (Y6/γ2) => 0, and
Yj - α(Pj - ΔPj) <= Yj - (Y6/γ2), ΔY6 = 0 and ΔYj = Yj - (Y6/γ2).
11. If Yj - α(Pj - ΔPj) < 0, Yj - (Y6/γ2) < 0, and
Y6 - α(P6 - ΔP6) <= Y6 - (γ2Yj), ΔY6 = Y6 - (γ2Yj) and ΔYj = 0.
12. If Yj - α(Pj - ΔPj) < 0, Y6 - α(P6 - ΔP6) => 0, and Y6 - α(P6 - ΔP6) =>
Y6 - (γ2Yj), ΔY6 = Y6 - α(P6 - ΔP6) and
ΔYj = Yj - (α/γ2)(P6 - ΔP6).
ΔYl = δYl + [(Yl - δYl)/(Yl - δYl + Yk)]ΔY6
ΔYk = [Yk/(Yl - δYl + Yk)]ΔY6
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yj - ΔYj) to (Y6 - ΔY6) equal to γ2 after taking account of the allocation
Realized Losses and the distributions that will be made through end of the Distribution Date to which
such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class
YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for
such Distribution Date;
6. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YAA
and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal Balance less
than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal Balances and
the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the Class YBB
and Class ZBB Uncertificated Principal Balances in each case after giving effect to allocations of
Realized Losses and distributions to be made through the end of the Distribution Date to which such
provisions relate; and
7. Making the larger of (a) the fraction whose numerator is (Yj - ΔYj) and whose denominator is the sum of (Yj -
ΔYj) and (Zh - ΔZj) and (b) the fraction whose numerator is (Y6 - ΔY6) and whose denominator
is the sum of (Y6 - ΔY6), (Zl - ΔZl) and (Zk - ΔZk) as large as possible while remaining less than or
equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY6 between ΔYl and ΔYk cannot be achieved
because either ΔYl as so defined is greater than ΔPl or ΔYk as so defined is greater than ΔPk, such an
allocation shall be made as close as possible to the formula allocation within the requirement that ΔYl < ΔPl and
ΔYk < ΔPk.
IV. If R<K% and r2<R2, make the following additional definitions:
δYk = Yk + ((R2 – L%)/(R2 – K%))Yl
δYk is a number between Yk and 0 such that (K%(Yk - δYk) + L%Yl)/(Yk - δYk + Yl.) = R2.
Y7 = Yk - δYk + Yl.
P7 = Pk + Pl.
ΔY7 = ΔYk - δYk + ΔYl.
13. If Y7 - α(P7 - ΔP7) => 0, Yj- α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) < (P7 -
ΔP7), ΔY7 = Y7 - αγ2(Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).
14. If Y7 - α(P7 - ΔP7) => 0, Yj - α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) =>
(P7 - ΔP7), ΔY7 = Y7 - α(P7 - ΔP7) and
ΔYj = Yj - (α/γ2)(P7 - ΔP7).
15. If Y7 - α(P7 - ΔP7) < 0, Yj - α(Pj - ΔPj) => 0, and Yj - α(Pj - ΔPj) =>
Yj - (Y7/γ2), ΔY7 = Y7 - αγ2(Pj - ΔPj) and
ΔYj = Yj - α(Pj - ΔPj).
16. If Y7 - α(P7 - ΔP7) < 0, Yj - (Y7/γ2) => 0, and
Yj - α(Pj - ΔPj) <= Yj - (Y7/γ2), ΔY7 = 0 and ΔYj = Yj - (Y7/γ2).
17. If Yj - α(Pj - ΔPj) < 0, Yj - (Y7/γ2) < 0, and
Y7 - α(P7 - ΔP7) <= Y7 - (γ2Yj), ΔY7 = Y7 - (γ2Yj) and ΔYj = 0.
18. If Yj - α(Pj - ΔPj) < 0, Y7 - α(P7 - ΔP7) => 0, and Y7 - α(P7 - ΔP7) =>
Y7 - (γ2Yj), ΔY7 = Y7 - α(P7 - ΔP7) and
ΔYj = Yj - (α/γ2)(P7 - ΔP7).
ΔYl = [(Yl/(Yl + Yk - δYk)]ΔY7
ΔYk = δYk + [(Yk - δYk)/(Yl + Yk - δYk)]ΔY7
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yj - ΔYj) to (Y7 - ΔY7) equal to γ2 after taking account of the allocation
Realized Losses and the distributions that will be made through end of the Distribution Date to which
such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class
YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for
such Distribution Date;
2. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the
Class YAA and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal
Balance less than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal
Balances and the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of
the Class YBB and Class ZBB Uncertificated Principal Balances in each case after giving effect to
allocations of Realized Losses and distributions to be made through the end of the Distribution Date to
which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Yj - ΔYj) and whose denominator is the sum of
(Yj - ΔYj) and (Zj - ΔZj) and (b) the fraction whose numerator is (Y7 - ΔY7) and whose denominator is
the sum of (Y7 - ΔY7), (Zl - ΔZl) and (Zk - ΔZk) as large as possible while remaining less than or equal
to 0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (iii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY7 between ΔYl and ΔYk cannot be achieved
because either ΔYl as so defined is greater than ΔPl or ΔYk as so defined is greater than ΔPk,
such an allocation shall be made as close as possible to the formula allocation within the requirement that ΔYl <
ΔPl and ΔYk < ΔPk.
Initial Balance Calculation Method:
[The principal balances for the Class YAA, Class YBB and Class YCC Regular Interests as of the Cut-Off Date
should be calculated as follows: First, calculate the Cut-Off Date values for Pj, Pk and Pl. Then calculate the
Cut-Off Date value of R using those balances and the Senior Certificate balances.
If R=>K%, calculate R1 = (J%Pj + K%Pk)/(Pj + Pk) and γ1 =(R - R1)/(L% - R).
If Pl <= γ1(Pj + Pk), the Cut-Off Date principal balance of the Class YC Regular Interest (Yl) equals
0.0005Pl and the Cut-Off Date principal balances of the Class YAA and Class YBB Regular Interests (Yj and Yk)
equal 0.0005 PjPl/[γ1(Pj + Pk)] and 0.0005 PkPl/[γ1(Pj + Pk)] respectively.
If Pl > γ1(Pj + Pk), the Cut-Off Date principal balances of the Class YAA and Class YBB Regular Interests
(Yj and Yk) equal 0.0005 Pj and 0.0005 Pk respectively and the Cut-Off Date principal balance of the Class YCC
Regular Interest (Yl) equals 0.0005γ1(Pj + Pk).
If R<K%, calculate R2 = (L%Pl + K%Pk)/(Pl + Pk) and γ2 =(R – J%)/( R2 - R).
If Pl + Pk <= γ2Pj, the Cut-Off Date principal balances of the Class YCC and Class YBB Regular Interests
(Yl and Yk) equal 0.0005Pl and 0.0005Pk, respectively, and the Cut-Off Date principal balance of the Class YAA
Regular Interest (Yj) equals 0.0005 (Pl + Pk)/γ2.
If Pl + Pk> γ2Pj, the Cut-Off Date principal balance of the Class YAA Regular Interest (Yj) equal 0.0005 Pj
and the Cut-Off Date principal balances of the Class YCC and Class YBB Regular Interests (Yl and Yk) equal
0.0005γ2PjPl/(Pl +Pk) and 0.0005γ2PjPk/(Pl +Pk), respectively.]
NOTES:
1. Classes YAA and ZAA are related to the Group AA Mortgage Loans. The sum of the Uncertificated Principal
Balances for the Class YAA and Class ZAA Regular Interests is equal to the aggregate stated principal balance of
the Group AA Mortgage Loans. Classes YCC and ZCC are related to the Group CC Mortgage Loans. The sum of the
Uncertificated Principal Balances for the Class YCC and Class ZCC Regular Interests is equal to the aggregate
stated principal balance of the Group CC Mortgage Loans. Classes YBB and ZBB are related to the Group BB
Mortgage Loans. The sum of the Uncertificated Principal Balances for the Class YBB and Class ZBB Regular
Interests is equal to the aggregate stated principal balance of the Group BB Mortgage Loans. The Y and Z classes
will be principal and interest classes bearing interest at the pass-through rate for the related Sub-Loan Group.
APPENDIX 4
Definition of REMIC III-B Principal Reduction Amounts
For any Distribution Date, the amounts by which the Uncertificated Principal Balances of the REMIC III-B
Regular Interests will be reduced on such Distribution Date by the allocation of Realized Losses and the
distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
X0 xxxx aggregate Uncertificated Principal Balance of REMIC III-B Regular Xxxxxxxxx XX0, XX-X0, LT-Y2
and LT-Y3 after distributions on the prior Distribution Date.
Y2 =the Uncertificated Principal Balance of REMIC III-B Regular Interest LT2 after distributions on the
prior Distribution Date.
Y3 =the Uncertificated Principal Balance of REMIC III-B Regular Interest LT3 after distributions on the
prior Distribution Date.
Y4 =the Uncertificated Principal Balance of REMIC III-B Regular Interest LT4 after distributions on the
prior Distribution Date (note: Y3 = Y4).
ΔY1 =the combined REMIC III-B Regular Xxxxxxxxx XX0, XX-X0, LT-Y2 and LT-Y3 Principal Reduction Amount.
Such amount shall be allocated first to REMIC III-B Regular Xxxxxxxxx XX-X0, LT-Y2 and LT-Y3 up to the REMIC
III-A Regular Interest Y-1 Principal Reduction Amount, REMIC III-A Regular Interest Y-2 Principal Reduction Amount
and REMIC III-A Regular Interest Y-3 Principal Reduction Amount, respectively and thereafter the remainder shall
be allocated to REMIC III-B Regular Interest LT1.
ΔY2 =the REMIC III-B Regular Interest LT2 Principal Reduction Amount.
ΔY3 =the REMIC III-B Regular Interest LT3 Principal Reduction Amount.
ΔY4 =the REMIC III-B Regular Interest LT4 Principal Reduction Amount.
P0 =the aggregate Uncertificated Principal Balance of the REMIC III-B Regular Interests after
distributions and the allocation of Realized Losses on the prior Distribution Date.
P1 =the aggregate Uncertificated Pincipal Balance of the REMIC III-B Regular Interests after
distributions and the allocation of Realized Losses to be made on such Distribution Date.
ΔP =P0 - P1 = the aggregate of the REMIC III-B Principal Reduction Amounts, which
=the aggregate of the principal portions of Realized Losses to be allocated to, and the principal
distributions to be made on, the Group I Certificates on such Distribution Date (including distributions of
accrued and unpaid interest on the Class B-IO Certificates for prior Distribution Dates).
R0 =the weighted average of the net rates on the Group I mortgage loans (stated as a monthly rate) after
giving effect to amounts distributed and Realized Losses allocated on the prior Distribution Date.
R1 =weighted average of the net rates on the Group I mortgage loans (stated as a monthly rate) after
giving effect to amounts to be distributed and Realized Losses to be allocated on such Distribution Date.
α =(Y2 + Y3)/P0. The initial value of α on the Closing Date for use on the first Distribution Date
shall be 0.0001.
γ0 =the lesser of (A) the sum, for all Classes of Group I Certificates, other than the Class B-IO
Certificates, of the product for each Class of (i) the monthly interest rate (as limited by the weighted average
of the net rates on the Group I mortgage loans in related sub loan group, as applicable, or, in the case of the
Class I-M and Class I-B Certificates, by the weighted average of the Uncertificated Pass-Through Rates on REMIC
III-A Regular Interests Y-1, Y-2 and Y-3 ) for such Class applicable for distributions to be made on such
Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the
allocation of Realized Losses on the prior Distribution Date and (B) R0*P0.
γ1 =the lesser of (A) the sum, for all Classes of Group I Certificates, other than the Class B-IO
Certificates, of the product for each Class of (i) the monthly interest rate (as limited by the weighted average
of the net rates on the Group I mortgage loans in related sub loan group, as applicable, or, in the case of the
Class I-M and Class I-B Certificates, by the weighted average of the Uncertificated Pass-Through Rates on REMIC
III-A Regular Interests Y-1, Y-2 and Y-3 ) for such Class applicable for distributions to be made on the next
succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after
distributions and the allocation of Realized Losses to be made on such Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
ΔY1 =ΔP - ΔY2 - ΔY3 - ΔY4;
ΔY2 =(α/2){( γ0R1 - γ1R0)/R0R1};
ΔY3 =αΔP - ΔY2; and
ΔY4 =ΔY3.
if both ΔY2 and ΔY3, as so determined, are non-negative numbers. Otherwise:
(1)If ΔY2, as so determined, is negative, then
ΔY2 = 0;
ΔY3 = α{γ1R0P0 - γ0R1P1}/{γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
(2)If ΔY3, as so determined, is negative, then
ΔY3 = 0;
ΔY2 = α{ γ0R1P1 - γ1R0P0}/{2R1R0P1 - γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
In the execution copy of this Agreement, symbols are represented by the following labels; in any
conformed copy of this Agreement, such symbols may be represented by characters other than numerals and the upper
and lower case letters of the alphabet and standard punctuation, including, without limitation, Greek letters and
mathematical symbols.
Example:
------------------------------------------------------------ ---------------------------------------------------------
α alpha
------------------------------------------------------------ ---------------------------------------------------------
Δ delta
------------------------------------------------------------ ---------------------------------------------------------
γ gamma
------------------------------------------------------------ ---------------------------------------------------------
EXHIBIT A-1
FORM OF CLASS I-A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY
INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No. 1 Adjustable Pass-Through Rate
Class I-A Senior
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
June 1, 2006 Certificate as of the Cut-off Date: $____________
First Distribution Date: Initial Certificate Principal Balance of this
July 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class I-A Certificates with respect
to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first liens on
one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or any of their affiliates or
any other person. None of XXXX XX, the Master Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust Fund") primarily
consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX.
Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master Servicer,"
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the "Seller"),
the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage Corporation and
Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the preceding Distribution Date (as
hereinafter defined) (or in the case of the first Distribution Date, from the Closing Date) to and including the day prior to the
current Distribution Date on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in
the Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding the
related Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of business on the last
Business Day of the month immediately preceding the month of such Distribution Date), an amount equal to the product of the
Fractional Undivided Interest evidenced by this Certificate and the amount (of interest, if any) required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Certificate
Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the
Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice. The initial Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller, the Master Servicer, the Securities Administrator and
the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer,
the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided Interests aggregating not less than
51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof and of the Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations
specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Fractional Undivided Interest, as
requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Seller, the Master Servicer, the Trustee, the Securities Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master Servicer, the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Scheduled Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance for
Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and the Trustee has determined that
the REMIC status of any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost
for the then-current taxable year. The exercise of such right will effect the early retirement of the Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Securities Administrator
By:__________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-A Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
By:___________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
_____________________________________________________________
Signature by or on behalf of assignor
_____________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-2
FORM OF CLASS I-M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS
DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND
REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS I-M CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF
ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST THEREIN, THAT EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS
EQUIVALENT BY FITCH, S&P AND XXXXX'X, (II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE (EACH A "PLAN") OR INVESTING WITH "PLAN ASSETS" OF ANY PLAN OR (III) (1) IT IS AN
INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR INTEREST THEREIN IS AN "INSURANCE COMPANY
GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND (3)
THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Adjustable Pass-Through Rate
Class I-M Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
June 1, 2006 $__________
First Distribution Date: Initial Certificate Principal Balance of this
July 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class I-M Certificates with
respect to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first
liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or any of their affiliates or
any other person. None of XXXX XX, the Master Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust Fund") primarily
consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX.
Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master Servicer,"
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the "Seller"),
the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage Corporation and
Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the preceding Distribution Date (as
hereinafter defined) (or in the case of the first Distribution Date, from the Closing Date) to and including the day prior to the
current Distribution Date on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in
the Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding the
related Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of business on the last
Business Day of the month immediately preceding the month of such Distribution Date), an amount equal to the product of the
Fractional Undivided Interest evidenced by this Certificate and the amount (of interest, if any) required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Certificate
Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the
Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice. The initial Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class I-M Certificate or any interest therein shall be deemed to have represented, by virtue of
its acquisition or holding of that Certificate or interest therein, that either (i) such Certificate is rated at least "BBB-" or its
equivalent by Fitch, S&P and Xxxxx'x, (ii) it is not a plan subject to Title I of the Employee Retirement Security Investment Act of
1974, as amended, or Section 4975 of the Code (each, a "Plan") or investing with "plan assets" of any Plan, or (iii)(1) it is an
insurance company, (2) the source of funds used to acquire or hold the Certificate or interest therein is an "insurance company
general account," as such term is defined in U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3)
the conditions in Sections I and III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller, the Master Servicer, the Securities Administrator and
the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer,
the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided Interests aggregating not less than
51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof and of the Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations
specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Fractional Undivided Interest, as
requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Seller, the Master Servicer, the Trustee, the Securities Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master Servicer, the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Scheduled Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance for
Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and the Trustee has determined that
the REMIC status of any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost
for the then-current taxable year. The exercise of such right will effect the early retirement of the Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Securities Administrator
By:________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-M Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
By:________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
_____________________________________________________________
Signature by or on behalf of assignor
_____________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-3
FORM OF CLASS I-B-[1][2] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AND THE CLASS M CERTIFICATES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND
REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS I-B-[1][2] CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE REPRESENTED, BY
VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST THEREIN, THAT EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST
"BBB-" OR ITS EQUIVALENT BY FITCH, S&P AND XXXXX'X, (II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE (EACH, A "PLAN") OR INVESTING WITH "PLAN ASSETS" OF ANY PLAN, OR (III)
(1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR INTEREST THEREIN IS AN "INSURANCE
COMPANY GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60,
AND (3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Adjustable Pass-Through Rate
Class I-B-[1][2] Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
June 1, 2006 $__________
First Distribution Date: Initial Certificate Principal Balance of this
July 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class I-B-[1][2] Certificates with
respect to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first
liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or any of their affiliates or
any other person. None of XXXX XX, the Master Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust Fund") primarily
consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX.
Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master Servicer,"
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the "Seller"),
the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage Corporation and
Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the preceding Distribution Date (as
hereinafter defined) (or in the case of the first Distribution Date, from the Closing Date) to and including the day prior to the
current Distribution Date on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in
the Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding the
related Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of business on the last
Business Day of the month immediately preceding the month of such Distribution Date), an amount equal to the product of the
Fractional Undivided Interest evidenced by this Certificate and the amount (of interest, if any) required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Certificate
Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the
Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice. The initial Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class I-B-[1][2] Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of that Certificate or interest therein, that either (i) such Certificate is rated at least
"BBB-" or its equivalent by Fitch, S&P and Xxxxx'x, (ii) it is not a plan subject to Title I of the Employee Retirement Security
Income Act of 1974, as amended, or Section 4975 of the Code (each, a "Plan") or investing with "plan assets" of any Plan, or (iii)(1)
it is an insurance company, (2) the source of funds used to acquire or hold the Certificate or interest therein is an "insurance
company general account," as such term is defined in U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60,
and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller, the Master Servicer, the Securities Administrator and
the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer,
the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided Interests aggregating not less than
51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof and of the Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations
specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Fractional Undivided Interest, as
requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Seller, the Master Servicer, the Trustee, the Securities Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master Servicer, the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Scheduled Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance for
Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and the Trustee has determined that
the REMIC status of any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost
for the then-current taxable year. The exercise of such right will effect the early retirement of the Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Securities Administrator
By:_________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-B-[1][2] Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
By:_________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
_____________________________________________________________
Signature by or on behalf of assignor
_____________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-4
FORM OF CLASS I-B-3 CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M, CLASS I-B-1 AND CLASS I-B-2
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY
INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT
FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE,
MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR
THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE TRUSTEE OR THE
SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate No.1 Adjustable Pass-Through Rate
Class I-B-3 Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
June 1, 2006 $__________
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
July 25, 2006 $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class I-B-3 Certificates with
respect to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first
liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or any of their affiliates or
any other person. None of XXXX XX, the Master Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the Fractional Undivided Interest
evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust
Fund") primarily consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties (collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to
XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master
Servicer," which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to
the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the
"Seller"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage Corporation
and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To
the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional Undivided Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any
Mortgage Loan and is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates will be
reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the
Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice. The initial Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event
that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of
(i) if such transfer is purportedly being made (a) in reliance upon Rule 144A under the 1933 Act or (b) to a transferee that is an
"Institutional Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable, and (ii) if requested by the Securities
Administrator, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification
(which Opinion of Counsel shall not be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or
the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of
the Certificate desiring to effect the transfer and/or such Holder's prospective transferee upon which such Opinion of Counsel is
based. None of the Seller, the Securities Administrator or the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer
of this Certificate shall be required to indemnify the Trustee, the Securities Administrator, the Seller, the Seller and the Master
Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and
state laws.
No transfer of this Class I-B-3 Certificate will be made unless the Trustee and the Securities Administrator have
received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer and the Securities Administrator and which
they may rely which is satisfactory to the Securities Administrator that the purchase of this certificate is permissible under local
law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended (the "Code"), and will not
subject the Master Servicer, the Trustee or the Securities Administrator to any obligation or liability in addition to those
undertaken in the Agreement or (ii) a representation letter stating that the transferee is not acquiring directly or indirectly by,
or on behalf of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or Section 4975 of
the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreement and the modification of the rights and obligations of the Seller, the Master Servicer, the Securities Administrator and the
Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreement by the Master Servicer and
the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided Interests aggregating not less than 51%
of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof and of the Servicing
Agreement in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations
specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Fractional Undivided Interest, as
requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Seller, the Master Servicer, the Trustee, the Securities Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master Servicer, the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Scheduled Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance for
Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and the Trustee has determined that
the REMIC status of any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost
for the then-current taxable year. The exercise of such right will effect the early retirement of the Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely as Securities Administrator
By:__________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-B-3 Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
By:___________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
_____________________________________________________________
Signature by or on behalf of assignor
_____________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-5-1
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS
DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT
FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF
THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES
ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A
TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER
THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR XXXXXXX MAC, A MAJORITY OF
ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY
AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN
SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D)
RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS
A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION
OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION
OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO
BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
Certificate No.1 Percentage Interest: 100%
Class R
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
June 1, 2006 Certificate as of the Cut-off Date:
$0.00
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
July 25, 2006 $0.00
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class R Certificates with respect
to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first liens on
one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or any of their affiliates or
any other person. None of XXXX XX, the Master Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the Fractional Undivided Interest
evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust
Fund") primarily consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties (collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to
XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master
Servicer," which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to
the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the
"Seller"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage Corporation
and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To
the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions set forth in the Agreement to
the effect that (i) each person holding or acquiring any ownership interest in this Certificate must be a United States Person and a
Permitted Transferee, (ii) the transfer of any ownership interest in this Certificate will be conditioned upon the delivery to the
Securities Administrator of, among other things, an affidavit to the effect that it is a United States Person and Permitted
Transferee, (iii) any attempted or purported transfer of any ownership interest in this Certificate in violation of such restrictions
will be absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a United
States Person and a Permitted Transferee acquires any ownership interest in this Certificate in violation of such restrictions, then
the Seller will have the right, in its sole discretion and without notice to the Holder of this Certificate, to sell this Certificate
to a purchaser selected by the Seller, which purchaser may be the Seller, or any affiliate of the Seller, on such terms and
conditions as the Seller may choose.
The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional Undivided Interest evidenced
by this Certificate and the amounts required to be distributed to the Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any
Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the
Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice.
No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event
that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of
(i) if such transfer is purportedly being made (a) in reliance upon Rule 144A under the 1933 Act or (b) to a transferee that is an
"Institutional Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable, and (ii) if requested by the Securities
Administrator, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification
(which Opinion of Counsel shall not be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or
the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of
the Certificate desiring to effect the transfer and/or such Holder's prospective transferee upon which such Opinion of Counsel is
based. None of the Seller, the Securities Administrator or the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer
of this Certificate shall be required to indemnify the Trustee, the Securities Administrator, the Seller, the Seller and the Master
Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and
state laws.
No transfer of this Class R Certificate will be made unless the Trustee and the Securities Administrator have
received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer and the Securities Administrator and which
they may rely which is satisfactory to the Securities Administrator that the purchase of this certificate is permissible under local
law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended (the "Code"), and will not
subject the Master Servicer, the Trustee or the Securities Administrator to any obligation or liability in addition to those
undertaken in the Agreement or (ii) a representation letter stating that the transferee is not acquiring directly or indirectly by,
or on behalf of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or Section 4975 of
the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller, the Master Servicer, the Securities Administrator and
the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer,
the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided Interests aggregating not less than
51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof and of the Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations
specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Fractional Undivided Interest, as
requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Seller, the Master Servicer, the Trustee, the Securities Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master Servicer, the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Scheduled Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance for
Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and the Trustee has determined that
the REMIC status of any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost
for the then-current taxable year. The exercise of such right will effect the early retirement of the Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Securities Administrator
By:__________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
By:_________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
_____________________________________________________________
Signature by or on behalf of assignor
_____________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-5-2
FORM OF CLASS R-X CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS
DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT
FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF
THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES
ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A
TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER
THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR XXXXXXX MAC, A MAJORITY OF
ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY
AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN
SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D)
RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS
A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION
OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION
OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO
BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
Certificate No.1 Percentage Interest: 100%
Class R-X
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
June 1, 2006 Certificate as of the Cut-off Date:
$0.00
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
July 25, 2006 $0.00
Master Servicer: CUSIP: ____________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class R-X Certificates with respect
to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first liens on
one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or any of their affiliates or
any other person. None of XXXX XX, the Master Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the Fractional Undivided Interest
evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust
Fund") primarily consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties (collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to
XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master
Servicer," which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to
the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the
"Seller"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage Corporation
and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To
the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions set forth in the Agreement to
the effect that (i) each person holding or acquiring any ownership interest in this Certificate must be a United States Person and a
Permitted Transferee, (ii) the transfer of any ownership interest in this Certificate will be conditioned upon the delivery to the
Securities Administrator of, among other things, an affidavit to the effect that it is a United States Person and Permitted
Transferee, (iii) any attempted or purported transfer of any ownership interest in this Certificate in violation of such restrictions
will be absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a United
States Person and a Permitted Transferee acquires any ownership interest in this Certificate in violation of such restrictions, then
the Seller will have the right, in its sole discretion and without notice to the Holder of this Certificate, to sell this Certificate
to a purchaser selected by the Seller, which purchaser may be the Seller, or any affiliate of the Seller, on such terms and
conditions as the Seller may choose.
The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional Undivided Interest evidenced
by this Certificate and the amounts required to be distributed to the Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any
Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the
Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice.
No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event
that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of
(i) if such transfer is purportedly being made (a) in reliance upon Rule 144A under the 1933 Act or (b) to a transferee that is an
"Institutional Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable, and (ii) if requested by the Securities
Administrator, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification
(which Opinion of Counsel shall not be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or
the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of
the Certificate desiring to effect the transfer and/or such Holder's prospective transferee upon which such Opinion of Counsel is
based. None of the Seller, the Securities Administrator or the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer
of this Certificate shall be required to indemnify the Trustee, the Securities Administrator, the Seller, the Seller and the Master
Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and
state laws.
No transfer of this Class R-X Certificate will be made unless the Trustee and the Securities Administrator have
received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer and the Securities Administrator and which
they may rely which is satisfactory to the Securities Administrator that the purchase of this certificate is permissible under local
law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended (the "Code"), and will not
subject the Master Servicer, the Trustee or the Securities Administrator to any obligation or liability in addition to those
undertaken in the Agreement or (ii) a representation letter stating that the transferee is not acquiring directly or indirectly by,
or on behalf of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or Section 4975 of
the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller, the Master Servicer, the Securities Administrator and
the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer,
the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided Interests aggregating not less than
51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof and of the Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations
specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Fractional Undivided Interest, as
requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Seller, the Master Servicer, the Trustee, the Securities Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master Servicer, the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Scheduled Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance for
Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and the Trustee has determined that
the REMIC status of any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost
for the then-current taxable year. The exercise of such right will effect the early retirement of the Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Securities Administrator
By:_________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R-X Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
By:_________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
_____________________________________________________________
Signature by or on behalf of assignor
_____________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-6
FORM OF CLASS B-IO CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, THE CLASS M AND THE CLASS B CERTIFICATES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT
FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF
THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES
ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate No.1 Variable Pass-Through Rate
Class B-IO Subordinate
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Notional Amount of this Certificate
June 1, 2006 as of the Cut-off Date:
$_____________
Initial Notional Amount of this Certificate as of the
First Distribution Date: Cut-off Date:
July 25, 2006 $______________
Master Servicer:
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date: CUSIP: ____________
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class B-IO Certificates with
respect to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first
liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or any of their affiliates or
any other person. None of XXXX XX, the Master Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the Fractional Undivided Interest
evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust
Fund") primarily consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties (collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to
XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master
Servicer," which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to
the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the
"Seller"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage Corporation
and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To
the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the calendar month immediately preceding such Distribution Date (as
hereinafter defined) on the Notional Amount hereof at a per annum rate equal to the Pass-Through Rate as set forth in the Agreement.
The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the
immediately following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional Undivided Interest evidenced
by this Certificate and the amount of interest required to be distributed to the Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date
of any Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the
Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice. The Class B-IO Certificates have no Certificate Principal Balance. The Initial Notional
Amount of this Certificate is set forth above.
No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event
that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of
(i) if such transfer is purportedly being made (a) in reliance upon Rule 144A under the 1933 Act or (b) to a transferee that is an
"Institutional Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable, and (ii) if requested by the Securities
Administrator, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification
(which Opinion of Counsel shall not be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or
the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of
the Certificate desiring to effect the transfer and/or such Holder's prospective transferee upon which such Opinion of Counsel is
based. None of the Seller, the Securities Administrator or the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer
of this Certificate shall be required to indemnify the Trustee, the Securities Administrator, the Seller, the Seller and the Master
Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and
state laws.
No transfer of this Class B-IO Certificate will be made unless the Trustee and the Securities Administrator have
received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer and the Securities Administrator and which
they may rely which is satisfactory to the Securities Administrator that the purchase of this certificate is permissible under local
law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended (the "Code"), and will not
subject the Master Servicer, the Trustee or the Securities Administrator to any obligation or liability in addition to those
undertaken in the Agreement or (ii) a representation letter stating that the transferee is not acquiring directly or indirectly by,
or on behalf of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or Section 4975 of
the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller, the Master Servicer, the Securities Administrator and
the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer,
the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided Interests aggregating not less than
51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof and of the Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations
specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Fractional Undivided Interest, as
requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Seller, the Master Servicer, the Trustee, the Securities Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master Servicer, the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Scheduled Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance for
Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and the Trustee has determined that
the REMIC status of any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost
for the then-current taxable year. The exercise of such right will effect the early retirement of the Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely as Securities Administrator
By__________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-IO Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
By:________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
_____________________________________________________________
Signature by or on behalf of assignor
_____________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-7
FORM OF CLASS I-XP CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT
FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF
THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES
ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate No.1 Percentage Interest: 100%
Class I-XP Senior
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
June 1, 2006 Certificate as of the Cut-off Date:
$0
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
July 25, 2006 $0
Master Servicer: CUSIP: ___________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class I-XP Certificates with
respect to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first
liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or any of their affiliates or
any other person. None of XXXX XX, the Master Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the Fractional Undivided Interest
evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust
Fund") primarily consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties (collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to
XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master
Servicer," which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to
the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the
"Seller"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage Corporation
and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To
the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional Undivided Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any
Mortgage Loan and is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates will be
reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the
Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice. The initial Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event
that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of
(i) if such transfer is purportedly being made (a) in reliance upon Rule 144A under the 1933 Act or (b) to a transferee that is an
"Institutional Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable, and (ii) if requested by the Securities
Administrator, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification
(which Opinion of Counsel shall not be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or
the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of
the Certificate desiring to effect the transfer and/or such Holder's prospective transferee upon which such Opinion of Counsel is
based. None of the Seller, the Securities Administrator or the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer
of this Certificate shall be required to indemnify the Trustee, the Securities Administrator, the Seller, the Seller and the Master
Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and
state laws.
No transfer of this Class I-XP Certificate will be made unless the Trustee and the Securities Administrator have
received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer and the Securities Administrator and which
they may rely which is satisfactory to the Securities Administrator that the purchase of this certificate is permissible under local
law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended (the "Code"), and will not
subject the Master Servicer, the Trustee or the Securities Administrator to any obligation or liability in addition to those
undertaken in the Agreement or (ii) a representation letter stating that the transferee is not acquiring directly or indirectly by,
or on behalf of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or Section 4975 of
the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller, the Master Servicer, the Securities Administrator and
the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer,
the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided Interests aggregating not less than
51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof and of the Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations
specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Fractional Undivided Interest, as
requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Seller, the Master Servicer, the Trustee, the Securities Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master Servicer, the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Scheduled Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance for
Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and the Trustee has determined that
the REMIC status of any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost
for the then-current taxable year. The exercise of such right will effect the early retirement of the Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely as Trustee
By:__________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-XP Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
By:__________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
_____________________________________________________________
Signature by or on behalf of assignor
_____________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-8
FORM OF CLASS II-A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY
INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No. 1 Adjustable Pass-Through Rate
Class II-A Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
June 1, 2006 $____________
First Distribution Date: Initial Certificate Principal Balance of this
July 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class II-A Certificates with
respect to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first
liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or any of their affiliates or
any other person. None of XXXX XX, the Master Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust Fund") primarily
consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX.
Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master Servicer,"
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the "Seller"),
the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage Corporation and
Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the preceding Distribution Date (as
hereinafter defined) (or in the case of the first Distribution Date, from the Closing Date) to and including the day prior to the
current Distribution Date on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in
the Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding the
related Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of business on the last
Business Day of the month immediately preceding the month of such Distribution Date), an amount equal to the product of the
Fractional Undivided Interest evidenced by this Certificate and the amount (of interest, if any) required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Certificate
Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the
Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice. The initial Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller, the Master Servicer, the Securities Administrator and
the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer,
the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided Interests aggregating not less than
51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof and of the Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations
specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Fractional Undivided Interest, as
requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Seller, the Master Servicer, the Trustee, the Securities Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master Servicer, the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Scheduled Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance for
Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and the Trustee has determined that
the REMIC status of any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost
for the then-current taxable year. The exercise of such right will effect the early retirement of the Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Securities Administrator
By:__________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-A Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
By:__________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
_____________________________________________________________
Signature by or on behalf of assignor
_____________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-9
FORM OF CLASS II-X CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No.1 _______%
Class II-X Senior
Aggregate Initial Notional Amount of this Certificate
Date of Pooling and Servicing Agreement and Cut-off Date: as of the Cut-off Date:
June 1, 2006 $___________
Initial Notional Amount of this Certificate as of the
First Distribution Date: Cut-off Date:
July 25, 2006 $___________
Master Servicer: CUSIP: ____________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class II-X Certificates with
respect to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first
liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or any of their affiliates or
any other person. None of XXXX XX, the Master Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust Fund") primarily
consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX.
Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master Servicer,"
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the "Seller"),
the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage Corporation and
Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the preceding Distribution Date (as
hereinafter defined) (or in the case of the first Distribution Date, from the Closing Date) to and including the day prior to the
current Distribution Date on the Notional Amount hereof at a per annum rate equal to the Pass-Through Rate set forth above. The
Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the Business Day immediately preceding the related Distribution
Date so long as such Certificate remains in book-entry form (and otherwise, the close of business on the last Business Day of the
month immediately preceding the month of such Distribution Date), an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest
scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Notional Amount of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the
Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice. The initial Notional Amount of this Certificate is set forth above.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller, the Master Servicer, the Securities Administrator and
the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer,
the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided Interests aggregating not less than
51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof and of the Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations
specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Fractional Undivided Interest, as
requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Seller, the Master Servicer, the Trustee, the Securities Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master Servicer, the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Scheduled Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance for
Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and the Trustee has determined that
the REMIC status of any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost
for the then-current taxable year. The exercise of such right will effect the early retirement of the Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Securities Administrator
By:__________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-X Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
By:__________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
_____________________________________________________________
Signature by or on behalf of assignor
_____________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as its agent.
EXHIBIT A-10
FORM OF CLASS II-B-[1][2][3][4][5][6][7][8] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS II-A CERTIFICATES AS DESCRIBED IN THE AGREEMENT
(AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND
REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS II-B-[1][2][3][4][5][6][7][8] CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE
REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST THEREIN, THAT EITHER (I) SUCH CERTIFICATE IS
RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH, S&P AND XXXXX'X, (II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE (EACH, "PLAN") OR INVESTING WITH "PLAN ASSETS" OF
ANY PLAN, OR (III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR INTEREST
THEREIN IS AN "INSURANCE COMPANY GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Adjustable Pass-Through Rate
Class II-B-[1][2][3][4][5][6][7][8] Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
June 1, 2006 $__________
First Distribution Date: Initial Certificate Principal Balance of this
July 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: ___________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class II-B-[1][2][3][4][5][6][7][8]
Certificates with respect to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans
secured by first liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or any of their affiliates or
any other person. None of XXXX XX, the Master Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust Fund") primarily
consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX.
Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master Servicer,"
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the "Seller"),
the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage Corporation and
Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the preceding Distribution Date (as
hereinafter defined) (or in the case of the first Distribution Date, from the Closing Date) to and including the day prior to the
current Distribution Date on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in
the Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding the
related Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of business on the last
Business Day of the month immediately preceding the month of such Distribution Date), an amount equal to the product of the
Fractional Undivided Interest evidenced by this Certificate and the amount (of interest, if any) required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Certificate
Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the
Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice. The initial Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class II-B-[1][2][3][4][5][6][7][8] Certificate or any interest therein shall be deemed to have
represented, by virtue of its acquisition or holding of that Certificate or interest therein, that either (i) such Certificate is
rated at least "BBB-" or its equivalent by Fitch, S&P and Xxxxx'x, (ii) it is not a plan subject to Title I of the Employee
Retirement Investment Security Act of 1974, as amended, or Section 4975 of the Code (each, a "Plan") or investing with "plan assets"
of any Plan, or (iii)(1) it is an insurance company, (2) the source of funds used to acquire or hold the Certificate or interest
therein is an "insurance company general account," as such term is defined in U.S. Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller, the Master Servicer, the Securities Administrator and
the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer,
the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided Interests aggregating not less than
51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof and of the Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations
specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Fractional Undivided Interest, as
requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Seller, the Master Servicer, the Trustee, the Securities Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master Servicer, the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Scheduled Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance for
Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and the Trustee has determined that
the REMIC status of any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost
for the then-current taxable year. The exercise of such right will effect the early retirement of the Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Securities Administrator
By___________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-B-[1][2][3][4][5][6][7][8] Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
By:__________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
_____________________________________________________________
Signature by or on behalf of assignor
_____________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-11
RESERVED
EXHIBIT A-12
FORM OF CLASS II-B-[9][10][11] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS II-A, CLASS II-B-1, CLASS II-B-2, CLASS II-B-3,
CLASS II-B-4, CLASS II-B-5, CLASS II-B-6, CLASS II-B-7 AND CLASS II-B-8 CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY
INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT
FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF
THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES
ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate No.1 Adjustable Pass-Through Rate
Class II-B-[9][10][11] Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
June 1, 2006 $__________
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
July 25, 2006 $__________
Master Servicer: CUSIP: ____________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class II-B-[9][10][11] Certificates
with respect to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by
first liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or any of their affiliates or
any other person. None of XXXX XX, the Master Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the Fractional Undivided Interest
evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust
Fund") primarily consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties (collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to
XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master
Servicer," which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to
the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the
"Seller"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage Corporation
and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To
the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional Undivided Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any
Mortgage Loan and is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates will be
reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the
Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice. The initial Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event
that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of
(i) if such transfer is purportedly being made (a) in reliance upon Rule 144A under the 1933 Act or (b) to a transferee that is an
"Institutional Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable, and (ii) if requested by the Securities
Administrator, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification
(which Opinion of Counsel shall not be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or
the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of
the Certificate desiring to effect the transfer and/or such Holder's prospective transferee upon which such Opinion of Counsel is
based. None of the Seller, the Securities Administrator or the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer
of this Certificate shall be required to indemnify the Trustee, the Securities Administrator, the Seller, the Seller and the Master
Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and
state laws.
No transfer of this Class II-B-[9][10][11] Certificate will be made unless the Trustee and the Securities
Administrator have received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer and the Securities
Administrator and which they may rely which is satisfactory to the Securities Administrator that the purchase of this certificate is
permissible under local law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended (the "Code"),
and will not subject the Master Servicer, the Trustee or the Securities Administrator to any obligation or liability in addition to
those undertaken in the Agreement or (ii) a representation letter stating that the transferee is not acquiring directly or indirectly
by, or on behalf of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or Section
4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreement and the modification of the rights and obligations of the Seller, the Master Servicer, the Securities Administrator and the
Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreement by the Master Servicer and
the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided Interests aggregating not less than 51%
of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof and of the Servicing
Agreement in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations
specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Fractional Undivided Interest, as
requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Seller, the Master Servicer, the Trustee, the Securities Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master Servicer, the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Scheduled Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance for
Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and the Trustee has determined that
the REMIC status of any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost
for the then-current taxable year. The exercise of such right will effect the early retirement of the Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely as Securities Administrator
By:_________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-B-[9][10][11] Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
By:_________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
_____________________________________________________________
Signature by or on behalf of assignor
_____________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-13
FORM OF CLASS II-XP CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT
FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF
THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES
ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate No.1 Percentage Interest: 100%
Class II-XP Senior
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
June 1, 2006 Certificate as of the Cut-off Date:
$0
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
July 25, 2006 $0
Master Servicer: CUSIP: ___________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2006
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class II-XP Certificates with
respect to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first
liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or any of their affiliates or
any other person. None of XXXX XX, the Master Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the Fractional Undivided Interest
evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust
Fund") primarily consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties (collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to
XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master
Servicer," which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to
the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the
"Seller"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage Corporation
and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To
the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional Undivided Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any
Mortgage Loan and is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates will be
reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the
Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice. The initial Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event
that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of
(i) if such transfer is purportedly being made (a) in reliance upon Rule 144A under the 1933 Act or (b) to a transferee that is an
"Institutional Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable, and (ii) if requested by the Securities
Administrator, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification
(which Opinion of Counsel shall not be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or
the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of
the Certificate desiring to effect the transfer and/or such Holder's prospective transferee upon which such Opinion of Counsel is
based. None of the Seller, the Securities Administrator or the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer
of this Certificate shall be required to indemnify the Trustee, the Securities Administrator, the Seller, the Seller and the Master
Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and
state laws.
No transfer of this Class II-XP Certificate will be made unless the Trustee and the Securities Administrator have
received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer and the Securities Administrator and which
they may rely which is satisfactory to the Securities Administrator that the purchase of this certificate is permissible under local
law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended (the "Code"), and will not
subject the Master Servicer, the Trustee or the Securities Administrator to any obligation or liability in addition to those
undertaken in the Agreement or (ii) a representation letter stating that the transferee is not acquiring directly or indirectly by,
or on behalf of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or Section 4975 of
the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller, the Master Servicer, the Securities Administrator and
the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer,
the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided Interests aggregating not less than
51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof and of the Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations
specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Fractional Undivided Interest, as
requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Seller, the Master Servicer, the Trustee, the Securities Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master Servicer, the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Scheduled Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance for
Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and the Trustee has determined that
the REMIC status of any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost
for the then-current taxable year. The exercise of such right will effect the early retirement of the Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely as Trustee
By:_________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-XP Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
By:_________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
_____________________________________________________________
Signature by or on behalf of assignor
_____________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-14
FORM OF CLASS III-A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY
INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No. 1 Adjustable Pass-Through Rate
Class III-A Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
June 1, 2006 $____________
First Distribution Date: Initial Certificate Principal Balance of this
July 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class III-A Certificates with
respect to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first
liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or any of their affiliates or
any other person. None of XXXX XX, the Master Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust Fund") primarily
consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX.
Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master Servicer,"
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the "Seller"),
the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage Corporation and
Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the preceding Distribution Date (as
hereinafter defined) (or in the case of the first Distribution Date, from the Closing Date) to and including the day prior to the
current Distribution Date on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in
the Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding the
related Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of business on the last
Business Day of the month immediately preceding the month of such Distribution Date), an amount equal to the product of the
Fractional Undivided Interest evidenced by this Certificate and the amount (of interest, if any) required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Certificate
Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the
Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice. The initial Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller, the Master Servicer, the Securities Administrator and
the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer,
the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided Interests aggregating not less than
51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof and of the Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations
specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Fractional Undivided Interest, as
requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Seller, the Master Servicer, the Trustee, the Securities Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master Servicer, the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Scheduled Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 10% of the sum of (x) the Cut-off
Date Balance and (y) the Pre-Funded Amounts for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the
Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that a substantial
risk exists that such REMIC status will be lost for the then-current taxable year. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement continue beyond the expiration of
21 years after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Securities Administrator
By:__________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class III-A Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
By:_________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
_____________________________________________________________
Signature by or on behalf of assignor
_____________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-15
FORM OF CLASS III-X CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No.1 _______%
Class III-X Senior
Aggregate Initial Notional Amount of this Certificate
Date of Pooling and Servicing Agreement and Cut-off Date: as of the Cut-off Date:
June 1, 2006 $___________
Initial Notional Amount of this Certificate as of the
First Distribution Date: Cut-off Date:
July 25, 2006 $___________
Master Servicer: CUSIP: ____________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class III-X Certificates with
respect to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first
liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or any of their affiliates or
any other person. None of XXXX XX, the Master Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust Fund") primarily
consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX.
Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master Servicer,"
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the "Seller"),
the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage Corporation and
Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the preceding Distribution Date (as
hereinafter defined) (or in the case of the first Distribution Date, from the Closing Date) to and including the day prior to the
current Distribution Date on the Notional Amount hereof at a per annum rate equal to the Pass-Through Rate set forth above. The
Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the Business Day immediately preceding the related Distribution
Date so long as such Certificate remains in book-entry form (and otherwise, the close of business on the last Business Day of the
month immediately preceding the month of such Distribution Date), an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest
scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Notional Amount of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the
Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice. The initial Notional Amount of this Certificate is set forth above.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller, the Master Servicer, the Securities Administrator and
the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer,
the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided Interests aggregating not less than
51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof and of the Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations
specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Fractional Undivided Interest, as
requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Seller, the Master Servicer, the Trustee, the Securities Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master Servicer, the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Scheduled Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance for
Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and the Trustee has determined that
the REMIC status of any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost
for the then-current taxable year. The exercise of such right will effect the early retirement of the Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Securities Administrator
By:_________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class III-X Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
By:_________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
_____________________________________________________________
Signature by or on behalf of assignor
_____________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as its agent.
EXHIBIT A-16
FORM OF CLASS III-B-[1][2][3] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS II-A CERTIFICATES AS DESCRIBED IN THE AGREEMENT
(AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND
REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS III-B-[1][2][3] CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE REPRESENTED, BY
VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST THEREIN, THAT EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST
"BBB-" OR ITS EQUIVALENT BY FITCH, S&P AND XXXXX'X, (II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE (EACH, A "PLAN") OR INVESTING WITH "PLAN ASSETS" OF ANY PLAN, OR (III)
(1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR INTEREST THEREIN IS AN "INSURANCE
COMPANY GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60,
AND (3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Adjustable Pass-Through Rate
Class III-B-[1][2][3] Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
June 1, 2006 $__________
First Distribution Date: Initial Certificate Principal Balance of this
July 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: ___________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class III-B-[1][2][3] Certificates
with respect to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by
first liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or any of their affiliates or
any other person. None of XXXX XX, the Master Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust Fund") primarily
consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX.
Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master Servicer,"
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the "Seller"),
the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage Corporation and
Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the preceding Distribution Date (as
hereinafter defined) (or in the case of the first Distribution Date, from the Closing Date) to and including the day prior to the
current Distribution Date on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in
the Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding the
related Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of business on the last
Business Day of the month immediately preceding the month of such Distribution Date), an amount equal to the product of the
Fractional Undivided Interest evidenced by this Certificate and the amount (of interest, if any) required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Certificate
Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the
Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice. The initial Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class III-B-[1][2][3] Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of that Certificate or interest therein, that either (i) such Certificate is rated at least
"BBB-" or its equivalent by Fitch, S&P and Xxxxx'x, (ii) it is not a plan subject to Title I of the Employee Retirement Investment
Security Act of 1974, as amended, or Section 4975 of the Code (each, a "Plan") or investing with "plan assets" of any Plan, or
(iii)(1) it is an insurance company, (2) the source of funds used to acquire or hold the Certificate or interest therein is an
"insurance company general account," as such term is defined in U.S. Department of Labor Prohibited Transaction Class Exemption
("PTCE") 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller, the Master Servicer, the Securities Administrator and
the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer,
the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided Interests aggregating not less than
51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof and of the Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations
specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Fractional Undivided Interest, as
requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Seller, the Master Servicer, the Trustee, the Securities Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master Servicer, the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Scheduled Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 10% of the sum of (x) the Cut-off
Date Balance and (y) the Pre-Funded Amounts for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to
the Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that a
substantial risk exists that such REMIC status will be lost for the then-current taxable year. The exercise of such right will effect
the early retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement continue beyond the
expiration of 21 years after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Securities Administrator
By:_________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class III-B-[1][2][3] Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
By:_________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
_____________________________________________________________
Signature by or on behalf of assignor
_____________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-17
FORM OF CLASS III-B-[4][5][6] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS III-A, CLASS III-B-1, CLASS III-B-2, CLASS III-B-3
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY
INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT
FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF
THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES
ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate No.1 Adjustable Pass-Through Rate
Class III-B-[4][5][6] Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
June 1, 2006 $__________
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
July 25, 2006 $__________
Master Servicer: CUSIP: ____________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR XXXXXXX ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional undivided interest in the distributions allocable to the Class III-B-[4][5][6] Certificates
with respect to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by
first liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or any of their affiliates or
any other person. None of XXXX XX, the Master Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the Fractional Undivided Interest
evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust
Fund") primarily consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties (collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to
XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master
Servicer," which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to
the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among XXXX XX, as depositor (the
"Seller"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage Corporation
and Citibank, N.A., as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To
the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional Undivided Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any
Mortgage Loan and is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates will be
reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the
Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice. The initial Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event
that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of
(i) if such transfer is purportedly being made (a) in reliance upon Rule 144A under the 1933 Act or (b) to a transferee that is an
"Institutional Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable, and (ii) if requested by the Securities
Administrator, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification
(which Opinion of Counsel shall not be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or
the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of
the Certificate desiring to effect the transfer and/or such Holder's prospective transferee upon which such Opinion of Counsel is
based. None of the Seller, the Securities Administrator or the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer
of this Certificate shall be required to indemnify the Trustee, the Securities Administrator, the Seller, the Seller and the Master
Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and
state laws.
No transfer of this Class III-B-[4][5][6] Certificate will be made unless the Trustee and the Securities
Administrator have received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer and the Securities
Administrator and which they may rely which is satisfactory to the Securities Administrator that the purchase of this certificate is
permissible under local law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended (the "Code"),
and will not subject the Master Servicer, the Trustee or the Securities Administrator to any obligation or liability in addition to
those undertaken in the Agreement or (ii) a representation letter stating that the transferee is not acquiring directly or indirectly
by, or on behalf of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or Section
4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreement and the modification of the rights and obligations of the Seller, the Master Servicer, the Securities Administrator and the
Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreement by the Master Servicer and
the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided Interests aggregating not less than 51%
of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof and of the Servicing
Agreement in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations
specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Fractional Undivided Interest, as
requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Seller, the Master Servicer, the Trustee, the Securities Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master Servicer, the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Scheduled Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 10% of the sum of (x) the Cut-off
Date Balance and (y) the Pre-Funded Amounts for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to
the Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that a
substantial risk exists that such REMIC status will be lost for the then-current taxable year. The exercise of such right will effect
the early retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement continue beyond the
expiration of 21 years after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
Dated: June 30, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely as Securities Administrator
By:_________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class III-B-[4][5][6] Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
By:_________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
_____________________________________________________________
Signature by or on behalf of assignor
_____________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT B
MORTGAGE LOAN SCHEDULE
GROUP SUB_GROUP CURRENT_BALANCE PAYMENT STATED_ORIGINAL_TERM STATED_REM_TERM CURRENT_NET_COUPON LPMI MSERV SERV_FEE CURRENT_GROSS_COUPON CITY1 STATE ZIP_CODE PROPTYPE ORIGINAL_BALANCE FIRST_PAY_DATE LOAN_TO_VALUE MI MERS_ID1 MARGIN NEXT_RATE_ADJ_DATE1 MAX_RATE MIN_RATE PER_RATE_CAP LIEN BALLOON IO_FLAG IO_PERIOD PREPAY AMORT_TERM1 FIX_PER NEG_AM STATED_MAT PORTFOLIO
GI G02 180932.08 1281.60 360 358 8.125 0 0 0.375 8.5 XXXXXXX XX 00000 Condominium 181000 20060501 69.98999786 No MI 1.00E+17 2.25 20110401 13.5 0 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 203600 1420.96 360 357 8 0 0 0.375 8.375 Xxxxxxx XX 00000 Single Family 203600 20060401 80 No MI 1.00E+17 2.25 20110301 13.375 1.875 1 First Lien Y 60 Prepay 360 60 N 20360301 AFL2
GI G01 467920 3265.69 360 357 8 0 0 0.375 8.375 Xxxxxxxxxx XX 00000 Condominium 467920 20060401 80 No MI 1.00E+17 2.25 20110301 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G01 997500 6338.28 360 357 7.25 0 0 0.375 7.625 XXXX XXXXX XX 00000 Single Family 997500 20060401 75 No MI 1.00E+17 2.25 20110301 12.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G02 311500 1979.32 360 355 7.25 0 0 0.375 7.625 Xxxxxxxx XX 0000 Single Family 311500 20060201 70 No MI 1.00E+17 2.25 20110101 13.625 1.875 2 First Lien Y 120 No_PP 360 60 N 20360101 AFL2
GII G03 230350 1367.70 360 356 6.75 0 0 0.375 7.125 Xxxxxxx Xxxxxxx XX 00000 2-4 Family 230400 20060301 80 No MI 1.00E+17 2.25 20110201 13.125 1.875 2 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GI G02 219318.98 1649.78 360 358 7.875 0 0 0.375 8.25 Xxxxxxx XX 0000 Single Family 219600 20060501 90 GE Capital MI 1.00E+17 2.25 20110401 13.25 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GII G02 312000 1722.50 360 356 6.25 0 0 0.375 6.625 Xxxxxxxxxx XX 00000 PUD 312000 20060301 80 No MI 1.00E+17 2.25 20110201 12.625 1.875 2 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GI G03 217500 1359.38 360 357 7.125 0 0 0.375 7.5 Xxxxx XX 00000 Condominium 217500 20060401 75 No MI 2.25 20110301 12.5 1.875 1 First Lien Y 60 No_PP 360 60 N 20360301 AFL2
GI G02 124720 818.48 360 357 7.5 0 0 0.375 7.875 XXXXXXXXX XX 00000 PUD 124720 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 243541.83 1854.58 360 357 8 0 0 0.375 8.375 XXXXXX XX 00000 Single Family 244000 20060401 80 No MI 1.00E+17 2.25 20110301 13.375 1.875 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GI G03 373500 2295.47 360 356 7 0 0 0.375 7.375 Xxxx Xxxxx XX 00000 PUD 373500 20060301 90 GE Capital MI 1.00E+17 2.25 20110201 13.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GII G02 224800 1264.50 360 356 6.375 0 0 0.375 6.75 Xxxxxxxx XX 0000 Single Family 224800 20060301 80 No MI 1.00E+17 2.25 20110201 12.75 1.875 2 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GI G02 311000 1619.79 360 357 5.875 0 0 0.375 6.25 Xxxxxxx XX 00000 Single Family 311000 20060401 69.88999939 No MI 1.00E+17 2.375 20080301 11.25 1.875 1 First Lien Y 120 No_PP 360 24 N 20360301 AFL2
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GI G03 312000 1950.00 360 360 7.125 0 0 0.375 7.5 XXX XXXXX XX 00000 Single Family 312000 20060701 80 No MI 3 20110601 12.5 2.625 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
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GI G03 98400 615.00 360 360 7.125 0 0 0.375 7.5 XXXXX XXXXXXXX XX 00000 Single Family 98400 20060701 80 No MI 3 20110601 12.5 3.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GII G03 295920 1787.85 360 359 6.875 0 0 0.375 7.25 XXX XXXXXXX XX 00000 Condominium 295920 20060601 80 No MI 3.75 20110501 12.25 2.625 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
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GI G03 164000 1076.25 360 360 7.5 0 0 0.375 7.875 XXXXX XX 00000 Condominium 164000 20060701 80 No MI 3.5 20110601 12.875 4.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 285600 1748.94 360 360 6.5 0 0 0.375 6.875 XXXXXXXXXXX XX 00000 PUD 285600 20060701 80 No MI 3.375 20110601 11.875 3.125 2 First Lien N 0 Prepay 480 60 N 20360601 ADN1
GI G03 284760 1720.43 360 359 6.875 0 0 0.375 7.25 XXXXXXXX XX 00000 PUD 284760 20060601 80 No MI 3 20110501 12.25 3 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 192000 1240.00 360 360 7.375 0 0 0.375 7.75 XXXXXX XXXXXX XX 00000 Condominium 192000 20060701 80 No MI 3.75 20110601 12.75 2.625 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
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GI G03 204800 1365.33 360 359 7.625 0 0 0.375 8 XXXXX XX 00000 PUD 204800 20060601 80 No MI 5.25 20110501 13 3.125 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 248000 1654.97 360 360 7.25 0 0 0.375 7.625 FT XXXXX XX 00000 Single Family 248000 20060701 80 No MI 5.375 20090601 13.625 4.875 2 First Lien N 0 Prepay 480 36 N 20360601 ADN1
GI G03 172000 1021.25 360 359 6.75 0 0 0.375 7.125 XXXX XX 00000 Single Family 172000 20060601 80 No MI 3 20110501 12.125 5 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 232000 1329.17 360 360 6.5 0 0 0.375 6.875 XXXXX XXXXXXXXX XX 00000 Single Family 232000 20060701 80 No MI 3.25 20110601 11.875 2.625 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 191200 1294.58 360 360 7.75 0 0 0.375 8.125 XXX XXXXX XX 00000 Condominium 191200 20060701 80 No MI 4.25 20110601 13.125 2.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 256000 1573.33 360 359 7 0 0 0.375 7.375 XXXXXXXXXX XX 00000 PUD 256000 20060601 80 No MI 3 20110501 12.375 3.875 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GII G02 119920 767.86 360 360 6.25 0 0 0.375 6.625 XXXXX XXXX XX 00000 Single Family 119920 20060701 80 No MI 4.25 20110601 11.625 2.625 2 First Lien N 0 Prepay 360 60 N 20360601 ADN1
GII G02 268000 1738.24 360 360 6.375 0 0 0.375 6.75 XXXXXXXXXXXX XX 00000 Single Family 268000 20060701 80 No MI 3.5 20110601 11.75 3.875 2 First Lien N 0 No_PP 360 60 N 20360601 ADN1
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GII G03 208000 1256.67 360 360 6.875 0 0 0.375 7.25 XXX XXXXX XX 00000 PUD 208000 20060701 80 No MI 3.5 20110601 12.25 4.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 280000 1895.83 360 360 7.75 0 0 0.375 8.125 XXXXXXXXXXX XX 00000 Single Family 280000 20060701 80 No MI 5.25 20110601 13.125 3.125 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
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GI G03 128000 800.00 360 360 7.125 0 0 0.375 7.5 XXX XXXXX XX 00000 PUD 128000 20060701 80 No MI 3.75 20110601 12.5 3.5 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 71155.75 541.17 360 359 8 0 0 0.375 8.375 XXXXXXX XX 00000 Single Family 71200 20060601 80 No MI 3.5 20110501 13.375 3.375 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
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GI G03 400000 2291.67 360 359 6.5 0 0 0.375 6.875 XXXXXXXXXXX XX 00000 PUD 400000 20060601 80 No MI 3 20110501 11.875 2.875 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 191061.62 1353.30 360 359 7.25 0 0 0.375 7.625 XXXXXXX XX 00000 Condominium 191200 20060601 80 No MI 3.75 20110501 12.625 4.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G03 150000 937.50 360 360 7.125 0 0 0.375 7.5 XXXXXXXXX XX 00000 Single Family 150000 20060701 80 No MI 5.25 20110601 12.5 3.375 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 267200 1530.83 360 359 6.5 0 0 0.375 6.875 XXXXXXXX XX 00000 PUD 267200 20060601 80 No MI 3.25 20110501 11.875 4.875 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 480000 3000.00 360 360 7.125 0 0 0.375 7.5 XXXXXXXXX XXXXXXX XX 00000 Single Family 480000 20060701 80 No MI 3.25 20110601 12.5 2.875 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GI G03 282000 1791.88 360 360 7.25 0 0 0.375 7.625 XXXXXXXX XX 00000 Condominium 282000 20060701 80 No MI 3 20110601 12.625 3.125 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 148000 986.67 360 360 7.625 0 0 0.375 8 XXXXXXXXX XX 00000 Condominium 148000 20060701 80 No MI 3 20110601 13 2.625 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GII G02 199160 1141.02 360 359 6.5 0 0 0.375 6.875 XXXXXX XX 00000 Condominium 199160 20060601 80 No MI 3.5 20110501 11.875 2.625 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GII G02 251920 1417.05 360 360 6.375 0 0 0.375 6.75 XX XXXXX XX 00000 Condominium 251920 20060701 80 No MI 4.25 20110601 11.75 3.125 2 Xxxxx Xxxx X 000 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 559961.45 3325.00 360 358 6.875 0 0 0.25 7.125 XXX XXXX XX 00000 Single Family 560000 20060501 78.31999969 No MI 1.00E+17 2.25 20110401 12.125 3.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G01 335000 1709.90 360 357 5.875 0 0 0.25 6.125 XXXXXXXXXX XX 00000 PUD 335000 20060401 70.23000336 No MI 1.00E+17 2.25 20110301 11.125 2 1 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GI G02 188000 1272.92 360 355 7.75 0 0 0.375 8.125 Xxxxx Xxxxxx XX 00000 PUD 188000 20060201 80 No MI 1.00E+17 2.25 20110101 13.125 2 1 First Lien Y 120 No_PP 360 60 N 20360101 AFL2
GIII G02 92481 491.31 360 360 6.125 0 0 0.25 6.375 XXXXXXXXXX XXXXXXXX XX 00000 Condominium 92481 20060701 71.13999939 No MI 1.00E+17 2.25 20110601 11.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 228000 1306.25 360 357 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 Condominium 228000 20060401 80 No MI 1.00E+17 3.375 20110301 12.875 2 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GII G02 154027.23 1018.85 360 355 6.5 0 0 0.375 6.875 XXXXXXXXXXX XX 00000 Single Family 155092 20060201 80 No MI 1.00E+17 2.25 20110101 11.875 3.125 1 First Lien N 0 No_PP 360 60 N 20360101 AFL2
GI G02 53600 393.30 360 360 7.625 0 0 0.375 8 XXXXXXX XX 00000 Condominium 53600 20060701 78.81999969 No MI 1.00E+17 2.25 20110601 13 1.875 1 First Lien N 0 Prepay 360 60 N 20360601 AFL2
GI G02 270816 2082.34 360 360 8.125 0 0 0.375 8.5 XXXXXXX XX 00000 Condominium 270816 20060701 80 No MI 1.00E+17 2.25 20110601 13.5 1.875 1 First Lien N 0 No_PP 360 60 N 20360601 AFL2
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GI G03 175192 1094.95 360 359 7.125 0 0 0.375 7.5 Xxxxxxxxx XX 00000 PUD 175192 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 276870 1730.44 360 358 7.125 0 0 0.375 7.5 XXXXXXXX XX 00000 PUD 276870 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 303148 1989.41 360 359 7.5 0 0 0.375 7.875 XXXXXXXX XX 00000 PUD 303148 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 144649.58 934.20 360 357 7.375 0 0 0.375 7.75 XXXXXX XX 00000 Single Family 144650 20060401 79.98999786 No MI 1.00E+17 2.25 20110301 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GII G02 136800 755.25 360 359 6.25 0 0 0.375 6.625 XXXXXXX XX 00000 PUD 136800 20060601 79.98000336 No MI 1.00E+17 2.25 20110501 11.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G02 274400 1572.08 360 360 6.625 0 0 0.25 6.875 XXX XXXXXXX XX 00000 PUD 274400 20060701 80 No MI 1.00E+17 2.25 20110601 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G02 252800 1395.67 360 357 6.375 0 0 0.25 6.625 XXX XXXXXXXXXX XX 00000 Single Family 252800 20060401 80 No MI 1.00E+17 2.25 20110301 12.625 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GII G02 172800 990.00 360 358 6.5 0 0 0.375 6.875 Xxxxxxxx XX 00000 Single Family 172800 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G01 298350 1802.53 360 359 6.31 0.69 0 0.25 7.25 XXXXXXXX XX 00000 Single Family 298350 20060601 90 Republic MIC 1.00E+17 3.125 20110501 12.25 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 303000 1956.88 360 359 7.5 0 0 0.25 7.75 XXX XXXXX XX 00000 2-4 Family 303000 20060601 72.13999939 No MI 1.00E+17 2.25 20110501 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 900000 4781.25 360 358 6.125 0 0 0.25 6.375 XXXXXXXXXXX XX 00000 PUD 900000 20060501 72 No MI 1.00E+17 2.25 20110401 11.375 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
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GI G03 644000 4025.00 360 360 7.125 0 0 0.375 7.5 Xxxxxx XX 00000 Single Family 644000 20060701 80 No MI 1.00E+17 2.25 20110601 12.5 2 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GIII G02 240000 1400.00 360 357 6.75 0 0 0.25 7 XXXXXXXXX XX 00000 Condominium 240000 20060401 80 No MI 1.00E+17 2.25 20110301 13 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
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GI G01 338000 2218.13 360 358 7.625 0 0 0.25 7.875 XXXXXXX XX 00000 Single Family 338000 20060501 77.69999695 No MI 1.00E+17 2.25 20110401 13.875 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G01 123805.95 845.90 360 358 7 0 0 0.25 7.25 XXXXXXXXX XX 00000 2-4 Family 124000 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 2 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GIII G03 459995.83 2395.83 360 358 6 0 0 0.25 6.25 XXXX XXXXXX XX 00000 Single Family 460000 20060501 77.97000122 No MI 1.00E+17 2.25 20110401 12.25 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G01 168000 1085.00 360 360 7.5 0 0 0.25 7.75 XXXXXXX XX 00000 2-4 Family 168000 20060701 80 No MI 1.00E+17 2.25 20110601 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
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GI G01 173000 1045.21 360 360 7 0 0 0.25 7.25 XXX XXXXX XX 00000 Single Family 173000 20060701 78.63999939 No MI 1.00E+17 2.25 20110601 12.25 1.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
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GI G03 296000 1819.17 360 358 7 0 0 0.375 7.375 XXXXXXXXX XX 00000 Single Family 296000 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GII G02 336000 1925.00 360 359 6.5 0 0 0.375 6.875 Randolph MA 2368 Single Family 336000 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
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GI G02 296250 2098.44 360 359 8.125 0 0 0.375 8.5 XXXXXX XX 00000 PUD 296250 20060601 75 No MI 1.00E+17 2.25 20110501 13.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
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GI G02 268000 1730.83 360 358 7.375 0 0 0.375 7.75 XXXXX XX 00000 PUD 268000 20060501 80 No MI 1.00E+17 2.25 20110401 13.75 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 71823.17 527.72 360 358 7.625 0 0 0.375 8 Xxxxxxxxx XX 00000 Single Family 71920 20060501 80 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GI G02 118320 788.80 360 359 7.625 0 0 0.375 8 XXXXXXX XX 00000 Single Family 118320 20060601 80 No MI 1.00E+17 2.375 20080501 13 1.875 1 First Lien Y 120 No_PP 360 24 N 20360501 AFL2
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GI G03 171500 1071.88 360 358 7.125 0 0 0.375 7.5 XXX XXXXX XX 00000 PUD 171500 20060501 70 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 168000 892.50 360 359 6.125 0 0 0.25 6.375 XXXXXXXXX XX 00000 Condominium 168000 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
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GII G02 199920 1166.20 360 358 6.625 0 0 0.375 7 XXXXXXXX XX 00000 PUD 199920 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G03 327200 1976.83 360 357 6.875 0 0 0.375 7.25 Xxxxxxxxx XX 00000 Single Family 327200 20060401 80 No MI 1.00E+17 2.25 20110301 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
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GII G03 599200 3370.50 360 359 6.375 0 0 0.375 6.75 Xxxxxxxxx XX 00000 PUD 599200 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GII G03 207600 1254.25 360 359 6.875 0 0 0.375 7.25 XXXXXXX XX 00000 Townhouse 207600 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 88500 617.66 360 358 8 0 0 0.375 8.375 XXXXXXXXX XX 00000 Single Family 88500 20060501 75 No MI 1.00E+17 2.25 20110401 13.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 259603.1 1795.76 360 358 7 0 0 0.375 7.375 Xxxxxxx XX 00000 Single Family 260000 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GII G03 252000 1312.50 360 357 5.875 0 0 0.375 6.25 Xxxxxx Xxxxxx XX 00000 PUD 252000 20060401 80 No MI 1.00E+17 2.25 20110301 11.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
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XXXX G01 213264 1261.54 360 360 5.625 0 0 0.25 5.875 XXXXXXXXX XX 00000 PUD 213264 20060701 80 No MI 1.00E+17 2.25 20110601 10.875 2 2 First Lien N 0 No_PP 360 60 N 20360601 ADN1
GIII G01 106400 532.00 360 359 5.75 0 0 0.25 6 XXXXXXXXX XX 00000 Single Family 106400 20060601 80 No MI 1.00E+17 2.25 20110501 11 2 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GII G02 253320 1477.70 360 359 6.625 0 0 0.375 0 Xxxxx Xxx Xxxxx XX 00000 PUD 253320 20060601 80 No MI 1.00E+17 2.75 20110501 13 2 2 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G03 596250 3291.80 360 360 6.375 0 0 0.25 6.625 XXX XXXXXXX XX 00000 Condominium 596250 20060701 75 No MI 1.00E+17 2.25 20110601 11.625 1.875 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GI G02 391992 2123.29 360 355 6.125 0 0 0.375 6.5 XXX XXXXX XX 00000 PUD 391992 20060201 80 No MI 2.375 20080101 11.5 2 1 First Lien Y 120 No_PP 360 24 N 20360101 AFL2
GII G02 346560 1985.50 360 358 6.5 0 0 0.375 6.875 Xxxxx Xxxxxxxx XX 00000 PUD 346560 20060501 77.87999725 No MI 1.00E+17 2.25 20110401 11.875 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G01 515352 3167.27 360 355 7 0 0 0.375 7.375 XXXXXXXX XX 00000 PUD 515352 20060201 80 No MI 2.375 20080101 12.375 1.875 1 First Lien Y 120 No_PP 360 24 N 20360101 AFL2
GI G02 108000 686.25 360 358 7.25 0 0 0.375 7.625 XXX XXXXXXXXXX XX 00000 Condominium 108000 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 199200 1182.75 360 358 6.75 0 0 0.375 7.125 Xxxxxxx XX 00000 2-4 Family 199200 20060501 69.88999939 No MI 1.00E+17 2.25 20110401 12.125 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G01 245080 1250.93 360 359 5.875 0 0 0.25 6.125 XXXXXXX XX 00000 Single Family 245080 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 153781.92 1103.27 360 358 7.375 0 0 0.375 7.75 XXXXXX XX 00000 PUD 154000 20060501 70 No MI 1.00E+17 2.25 20110401 12.75 2 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GIII G02 247900 1394.44 360 359 6.5 0 0 0.25 6.75 XXXXXXXX XX 00000 Single Family 247900 20060601 79.97000122 No MI 1.00E+17 2.25 20110501 11.75 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 170806.22 996.37 360 357 6.625 0 0 0.375 7 XXXXXXX XX 00000 PUD 170897 20060401 80 No MI 1.00E+17 2.25 20110301 12 2 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GIII G02 260000 1462.50 360 359 6.5 0 0 0.25 6.75 XXXX XX 00000 Single Family 260000 20060601 72.22000122 No MI 1.00E+17 2.25 20110501 11.75 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 404000 2482.92 360 359 7.125 0 0 0.25 7.375 XXXXXX XX 00000 Single Family 404000 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 74900 429.11 360 359 6.5 0 0 0.375 6.875 Xxxxxx XX 00000 Single Family 74900 20060601 70 No MI 1.00E+17 2.25 20110501 11.875 2 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GII G02 196000 1061.67 360 358 6.125 0 0 0.375 6.5 XXXXXXXX XX 00000 Condominium 196000 20060501 49 No MI 1.00E+17 2.25 20110401 11.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GI G02 208000 1321.67 360 358 7.25 0 0 0.375 7.625 Xxxxx XX 00000 Single Family 208000 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G01 279388.14 1981.83 360 357 7.25 0 0 0.375 7.625 Xxxxxx XX 00000 PUD 280000 20060401 80 No MI 1.00E+17 2.625 20060901 12.625 1.875 1 First Lien N 0 Prepay 360 6 N 20360301 AFL2
GI G02 139464.33 826.68 360 358 5.5 0 0 0.375 5.875 Xx. Xxxxx XX 00000 Single Family 139750 20060501 65 No MI 1.00E+17 2.375 20080401 10.875 2.25 1 First Lien N 0 No_PP 360 24 N 20360401 XXXX
GIII G02 216000 1215.00 360 359 6.5 0 0 0.25 6.75 XXXXXXXXXX XX 00000 PUD 216000 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G03 417000 2345.63 360 359 6.375 0 0 0.375 6.75 Xxxxxxxxx XX 00000 PUD 417000 20060601 77.94000244 No MI 1.00E+17 2.25 20110501 11.75 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G01 532000 3269.58 360 359 7.125 0 0 0.25 7.375 XXX XXXXX XX 00000 Single Family 532000 20060601 74.41000366 No MI 1.00E+17 2.25 20110501 12.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 326400 1700.00 360 359 6 0 0 0.25 6.25 XXXXXXXX XX 00000 Single Family 326400 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G02 259431.87 1840.26 360 357 7.25 0 0 0.375 7.625 Xxxxxx XX 00000 Single Family 260000 20060401 80 No MI 1.00E+17 2.25 20110301 12.625 2 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GII G03 431250 2605.47 360 359 6.875 0 0 0.375 7.25 Xxxx Xxxxxxxxxx XX 00000 Single Family 431250 20060601 75 No MI 1.00E+17 2.25 20110501 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 59887.35 456.04 360 357 8 0 0 0.375 8.375 Xxxxxxx XX 00000 Single Family 60000 20060401 80 No MI 1.00E+17 2.375 20080301 13.375 1.875 1 First Lien N 0 No_PP 360 24 N 20360301 AFL2
GIII G03 480000 2700.00 360 358 6.5 0 0 0.25 6.75 XXXXXXXXXX XX 00000 Single Family 480000 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GIII G02 329880 1752.49 360 359 6.125 0 0 0.25 6.375 XXXXXXX XX 00000 PUD 329880 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 368000 2415.00 360 358 7.5 0 0 0.375 7.875 Boston MA 2121 2-4 Family 368000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 258184 1694.33 360 357 7.5 0 0 0.375 7.875 Xxxxxxxxx XX 00000 Single Family 258184 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G01 1260000 7875.00 360 359 7.25 0 0 0.25 7.5 XXXXXXXX XX 00000 PUD 1260000 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 120000 675.00 360 359 6.5 0 0 0.25 6.75 XXXXXX XX 00000 Condominium 120000 20060601 42.86000061 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G01 955000 6167.71 360 359 7.5 0 0 0.25 7.75 XXXXXX XX 00000 Single Family 955000 20060601 72.08000183 No MI 1.00E+17 2.25 20110501 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 194271.77 1216.55 360 356 6 0 0 0.375 6.375 Farmington NH 3835 PUD 195000 20060301 65 No MI 1.00E+17 2.25 20110201 11.375 2 1 First Lien N 0 No_PP 360 60 N 20360201 AFL2
GI G01 1237500 7605.47 360 360 7.125 0 0 0.25 7.375 XXXXXX XXXXX XX 00000 Single Family 1237500 20060701 75 No MI 1.00E+17 2.25 20110601 12.375 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 486800 2636.83 360 360 6.25 0 0 0.25 6.5 XXXXX XX 00000 Single Family 486800 20060701 80 No MI 1.00E+17 2.25 20110601 11.5 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GI G01 1320000 8250.00 360 360 7.25 0 0 0.25 7.5 AREA OF SILVERADO CANYOCA 92676 PUD 1320000 20060701 80 No MI 1.00E+17 2.25 20110601 12.5 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G03 880000 4583.33 360 360 6 0 0 0.25 6.25 XXXXXX XX 00000 Single Family 880000 20060701 80 No MI 1.00E+17 2.25 20110601 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G03 526400 2632.00 360 360 5.75 0 0 0.25 6 XXXXXX XXXXXX XX 00000 Condominium 526400 20060701 80 No MI 1.00E+17 2.25 20110601 11 2 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GIII G03 684000 3633.75 360 359 6.125 0 0 0.25 6.375 XXX XXXX XX 00000 PUD 684000 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 560000 3325.00 360 360 6.875 0 0 0.25 7.125 XXX XXXXXXXXX XX 00000 Single Family 560000 20060701 80 No MI 1.00E+17 2.25 20110601 12.125 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GIII G03 485000 2728.13 360 360 6.5 0 0 0.25 6.75 XXXXXXXXX XX 00000 PUD 485000 20060701 62.58000183 No MI 1.00E+17 2.25 20110601 11.75 2 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GIII G03 468400 3038.03 360 360 6.5 0 0 0.25 6.75 XXXXXXXXX XX 0000 Single Family 468400 20060701 80 No MI 1.00E+17 2.25 20110601 11.75 2 2 First Lien N 0 No_PP 360 60 N 20360601 ADN1
GIII G03 551200 2985.67 360 359 6.25 0 0 0.25 6.5 XXXXXX XX 00000 Single Family 551200 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G02 347601 1955.26 360 358 6.375 0 0 0.375 6.75 Xxxxx Xxxxxxxx XX 00000 Single Family 347601 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 236800 1652.67 360 358 8 0 0 0.375 8.375 XXXX XXXXX XX 00000 Townhouse 236800 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 50400 320.25 360 358 7.25 0 0 0.375 7.625 XXXXXXXXX XX 00000 Townhouse 50400 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 118100 775.03 360 358 7.5 0 0 0.375 7.875 XX XXXXXX XX 00000 Single Family 118100 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G01 508400 3283.42 360 358 7.375 0 0 0.375 7.75 XXXXXXXXXX XX 00000 PUD 508400 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 209600 1462.83 360 359 8 0 0 0.375 8.375 Xxxxx Xxxx XX 00000 Single Family 209600 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GI G03 206500 1269.11 360 359 7 0 0 0.375 7.375 XXXXXXXXXXXX XX 00000 Condominium 206500 20060601 70 No MI 1.00E+17 2.25 20110501 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G03 487500 2640.63 360 360 6.125 0 0 0.375 6.5 XXXXXXX XX 00000 PUD 487500 20060701 64.83000183 No MI 1.00E+17 2.25 20110601 11.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GII G03 640000 3600.00 360 357 6.375 0 0 0.375 6.75 XXXX XXXXX XXXXXXX XX 00000 Single Family 640000 20060401 80 No MI 1.00E+17 2.25 20110301 11.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GII G02 231000 1227.19 360 358 6 0 0 0.375 6.375 XXXXXXXXX XX 00000 Condominium 231000 20060501 80 No MI 1.00E+17 2.25 20110401 11.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G03 225600 1386.50 360 358 7 0 0 0.375 7.375 XXXXX XXXXXXXXXX XX 00000 Single Family 225600 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G01 160000 983.33 360 359 7.125 0 0 0.25 7.375 XXXXXXX XX 00000 Single Family 160000 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 185152 983.62 360 360 6.125 0 0 0.25 6.375 XXXXXXX XX 00000 PUD 185152 20060701 80 No MI 1.00E+17 2.25 20110601 11.375 2 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
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GIII G02 324300 1891.75 360 359 6.75 0 0 0.25 7 XXXXXXXXXX XX 00000 PUD 324300 20060601 80 No MI 1.00E+17 2.25 20110501 12 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
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GI G02 83082.18 596.05 360 358 7.375 0 0 0.375 7.75 XXXXXXXXXX XX 00000 Single Family 83200 20060501 80 No MI 2.25 20110401 12.75 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GI G02 182400 1007.00 360 358 6.25 0 0 0.375 6.625 Xxxxxxxxxx XX 00000 Condominium 182400 20060501 80 No MI 1.00E+17 2.375 20080401 11.625 1.875 1 First Lien Y 120 No_PP 360 24 N 20360401 AFL2
GI G03 214400 1317.67 360 357 7 0 0 0.375 7.375 Xxxxxxxx XX 00000 PUD 214400 20060401 80 No MI 1.00E+17 2.25 20110301 12.375 2 1 First Lien Y 60 No_PP 360 60 N 20360301 AFL2
GIII G03 576681 3604.26 360 358 7.25 0 0 0.25 7.5 XXXXXX XX 00000 PUD 576681 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 645864 3498.43 360 358 6.25 0 0 0.25 6.5 XXXXXXXXX XX 00000 Single Family 645864 20060501 80 No MI 1.00E+17 2.25 20110401 11.5 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GII G03 115200 684.00 360 358 6.75 0 0 0.375 7.125 XXXXXX XXXX XX 00000 Single Family 115200 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 2 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GI G01 520000 3358.33 360 359 7.5 0 0 0.25 7.75 XXXX XXXXXXXXXX XX 00000 Single Family 520000 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G01 86400 405.00 360 359 5.375 0 0 0.25 5.625 XXXXXXX XX 00000 Single Family 86400 20060601 80 No MI 1.00E+17 2.25 20110501 10.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 69992 481.20 360 358 7.875 0 0 0.375 8.25 XXXXXXXXXXX XX 00000 Condominium 69992 20060501 80 No MI 1.00E+17 2.25 20110401 13.25 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G03 444000 2497.50 360 359 6.5 0 0 0.25 6.75 XXX XXXXX XX 00000 Single Family 444000 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 401072 2172.47 360 359 6.25 0 0 0.25 6.5 XXXXXXXXX XX 00000 PUD 401072 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G03 500000 2864.58 360 359 6.625 0 0 0.25 6.875 XXXXXX XX 00000 Single Family 500000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 179857 992.96 360 359 6.375 0 0 0.25 6.625 XXXXXXXX XX 00000 Condominium 179857 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 431920 2474.54 360 359 6.625 0 0 0.25 6.875 XX XXXXX XX 00000 PUD 431920 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G02 260000 1435.42 360 359 6.375 0 0 0.25 6.625 XXXXXXX XX 00000 Single Family 260000 20060601 74.70999908 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G03 420000 2493.75 360 359 6.875 0 0 0.25 7.125 XXXXXXX XX 00000 Single Family 420000 20060601 80 No MI 1.00E+17 2.25 20110501 12.125 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 176365.7 1219.04 360 359 6.495 0.63 0 0.25 7.375 XXXXXXXX XXXX XX 00000 Single Family 176500 20060601 85.68000031 Republic MIC 1.00E+17 3 20110501 12.375 2 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
GI G02 161600 1043.67 360 358 7.375 0 0 0.375 7.75 XX XXXXXX XX 00000 PUD 161600 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2.12 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G02 167174.59 1228.33 360 358 7.625 0 0 0.375 8 XXXXXXXX XX 00000 PUD 167400 20060501 79.98000336 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 XXXX
GIII G03 448000 2566.67 360 359 6.625 0 0 0.25 6.875 XXXXXXXX XX 00000 Single Family 448000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 189276 1044.96 360 359 6.375 0 0 0.25 6.625 XXXXXXXXXX XXXXXXXX XX 00000 Condominium 189276 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 296483.99 1883.91 360 358 7.25 0 0 0.375 7.625 XXXXXXX XX 00000 PUD 296584 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G01 700000 4229.17 360 359 7 0 0 0.25 7.25 XXX XXXX XX 00000 Single Family 700000 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 424000 2385.00 360 359 6.5 0 0 0.25 6.75 XXXXXX XXXXX XXXX XX 00000 2-4 Family 424000 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G02 450000 2625.00 360 359 6.75 0 0 0.25 7 Xxxxxxxx XX 00000 2-4 Family 450000 20060601 79.65000153 No MI 1.00E+17 2.25 20110501 12 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 AFL2
GIII G02 111920 594.58 360 359 6.125 0 0 0.25 6.375 XXXXXXXX XX 00000 Condominium 111920 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G02 224000 1516.67 360 359 7.75 0 0 0.375 8.125 Xxxxxxx XX 00000 Single Family 224000 20060601 70 No MI 1.00E+17 2.25 20110501 13.125 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G03 452000 2636.67 360 359 6.75 0 0 0.25 7 XXXXXXXX XX 00000 Condominium 452000 20060601 80 No MI 1.00E+17 2.25 20110501 12 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G03 306184 1881.76 360 358 7 0 0 0.375 7.375 XXXXXXX XX 00000 PUD 306184 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 211999.43 1413.33 360 358 7.625 0 0 0.375 8 Xxxxxx XX 00000 Single Family 212000 20060501 80 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 129915 906.70 360 359 8 0 0 0.375 8.375 Xxxxxx Xxxx XX 00000 PUD 129915 20060601 75 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 181480.87 1153.16 360 359 7.25 0 0 0.375 7.625 Xxxxx Xxxxx XX 00000 PUD 181501 20060601 79.98999786 No MI 1.00E+17 2.25 20110501 12.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G01 800000 5416.67 360 358 7.75 0 0 0.375 8.125 XXXXXX XXX XX 00000 Single Family 800000 20060501 80 No MI 1.00E+17 2.25 20110401 13.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 115200 672.00 360 359 6.75 0 0 0.25 7 XXXXXXXX XXXXXXX XX 00000 Single Family 115200 20060601 78.90000153 No MI 1.00E+17 2.25 20110501 12 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 461000 2689.17 360 359 6.75 0 0 0.25 7 XXX XXXXXXX XX 00000 Condominium 461000 20060601 74.95999908 No MI 1.00E+17 2.25 20110501 12 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 120000 687.50 360 359 6.625 0 0 0.25 6.875 XXXXXXXX XX 00000 Single Family 120000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 460000 2587.50 360 359 6.5 0 0 0.25 6.75 XXXXXXX XX 00000 Single Family 460000 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G01 157276 786.38 360 359 5.75 0 0 0.25 6 XXXX XXXXXXX XX 00000 Condominium 157276 20060601 80 No MI 1.00E+17 2.25 20110501 11 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 109900 595.30 360 360 6.125 0 0 0.375 6.5 XXXXX XX 00000 Single Family 109900 20060701 78.55999756 No MI 1.00E+17 2.25 20110601 11.5 2 1 First Lien Y 60 No_PP 360 60 N 20360601 AFL2
GI G01 552000 3507.50 360 359 7.375 0 0 0.25 7.625 XX XXXXXX XX 00000 PUD 552000 20060601 80 No MI 1.00E+17 2.25 20110501 12.625 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 175284 986.00 360 359 6.5 0 0 0.25 6.75 XXXXXXXXX XX 00000 Condominium 175288 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 132000 811.25 360 359 7 0 0 0.375 7.375 Xxxxxxx XX 00000 Single Family 132000 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 205460.21 1562.62 360 359 8 0 0 0.375 8.375 Xxxx Xxxxxx XX 0000 2-4 Family 205588 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
GIII G03 512000 2933.33 360 359 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 PUD 512000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 215000 1276.56 360 359 6.875 0 0 0.25 7.125 XXXXXXX XX 00000 Single Family 215000 20060601 63.61000061 No MI 1.00E+17 2.25 20110501 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 1515500 9787.60 360 359 7.5 0 0 0.25 7.75 XXXXXX XX 00000 Single Family 1515500 20060601 70 No MI 1.00E+17 2.25 20110501 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G01 142974 699.98 360 359 5.625 0 0 0.25 5.875 XXXXXXX XX 00000 Single Family 142974 20060601 80 No MI 1.00E+17 2.25 20110501 10.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 140800 982.67 360 358 8 0 0 0.375 8.375 XXXXXXXX XX 00000 Single Family 140800 20060501 80 No MI 2.25 20110401 13.375 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G03 471200 2552.33 360 359 6.25 0 0 0.25 6.5 XXX XXXXXXX XX 00000 Condominium 471200 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 125836 668.50 360 359 6.125 0 0 0.25 6.375 XXXXXXXXX XX 00000 Condominium 125836 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G03 201997.23 1052.07 360 357 5.875 0 0 0.375 6.25 Xxxxxx Xxxxxxx XX 00000 Condominium 202000 20060401 48.09999847 No MI 1.00E+17 2.25 20110301 12.25 2 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G03 280000 1458.33 360 358 5.875 0 0 0.375 6.25 Xxxxxxxxxx XX 00000 Condominium 280000 20060501 72.34999847 No MI 1.00E+17 2.25 20110401 11.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 XXXX
GI G01 440000 2658.33 360 359 7 0 0 0.25 7.25 XXXXXXXXX XX 00000 PUD 440000 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 120240 613.73 360 359 5.875 0 0 0.25 6.125 XXXXXXXXXX XX 00000 PUD 120240 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 180775 1129.84 360 358 7.125 0 0 0.375 7.5 XXXXXXXX XX 00000 Single Family 180775 20060501 70 No MI 1.00E+17 2.25 20110401 12.5 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G02 152609.39 1161.39 360 358 8 0 0 0.375 8.375 Xxxxxxx XX 0000 2-4 Family 152800 20060501 80 No MI 1.00E+17 2.025 20110401 13.375 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GII G02 136000 765.00 360 358 6.375 0 0 0.375 6.75 XXXXXX XX 00000 Condominium 136000 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 1.65 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G03 536000 3070.83 360 359 6.625 0 0 0.25 6.875 XXXXXX XX 00000 Single Family 536000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 388000 2142.08 360 359 6.375 0 0 0.25 6.625 XXX XXXXX XX 00000 Single Family 388000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 580000 3322.92 360 359 6.625 0 0 0.25 6.875 XXXXXX XXXXXXXXX XX 00000 Single Family 580000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G01 218000 1067.29 360 359 5.625 0 0 0.25 5.875 XXXXXXX XX 00000 Single Family 218000 20060601 69.20999908 No MI 1.00E+17 2.25 20110501 10.875 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G02 298214.52 2268.06 360 359 8 0 0 0.375 8.375 Xxxxxx XX 00000 PUD 298400 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 2 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
GIII G03 552000 2932.50 360 359 6.125 0 0 0.25 6.375 XXXXXXXXXXX XX 00000 PUD 552000 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G03 431200 2470.42 360 359 6.5 0 0 0.375 6.875 Xxxxxxxxxx XX 00000 Single Family 431200 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G01 719200 4794.67 360 359 7.625 0 0 0.375 8 XXXXXX XXXXXX XX 00000 Single Family 719200 20060601 80 No MI 1.00E+17 2.25 20110501 13 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G01 420000 2931.25 360 359 8 0 0 0.375 8.375 MAY XXX XX 00000 Single Family 420000 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GI G02 153641.48 1101.49 360 359 7.375 0 0 0.375 7.75 Xxxxxxxxx XX 00000 Single Family 153750 20060601 75 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
GII G03 99843.47 520.02 360 357 5.875 0 0 0.375 6.25 Xxxx XX 00000 Condominium 100400 20060401 80 No MI 1.00E+17 2.25 20110301 12.25 1.875 2 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GIII G01 224950 1031.25 360 359 5.25 0 0 0.25 5.5 XXXXXXXX XX 00000 Single Family 225000 20060601 64.47000122 No MI 1.00E+17 2.25 20110501 10.5 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G03 268000 1647.08 360 358 7 0 0 0.375 7.375 Xxxxxx XX 00000 Single Family 268000 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 272000 1785.00 360 359 7.5 0 0 0.375 7.875 XXXXXXXX XX 00000 PUD 272000 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GII G03 232800 1406.50 360 360 6.875 0 0 0.375 7.25 XXXXX XX 00000 Single Family 232800 20060701 80 No MI 1.00E+17 2.25 20110601 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GIII G01 215967.5 967.50 360 359 5.125 0 0 0.25 5.375 XXXXXXXXX XX 00000 PUD 216000 20060601 80 No MI 1.00E+17 2.25 20110501 10.375 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G01 420800 2630.00 360 359 7.25 0 0 0.25 7.5 XXXXXX XX 00000 Single Family 420800 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G02 311600 1947.50 360 359 7.25 0 0 0.25 7.5 XXXXXXXX XXXXX XX 00000 Condominium 311600 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 479200 2745.42 360 359 6.625 0 0 0.25 6.875 XXXXXX XXXXX XX 00000 Single Family 479200 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 218400 1183.00 360 359 6.25 0 0 0.25 6.5 XXXXXXXX XX 00000 Single Family 218400 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 592000 3576.67 360 359 7 0 0 0.25 7.25 XXXXXXXX XXXXXXX XX 00000 Single Family 592000 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 400000 2125.00 360 359 6.125 0 0 0.25 6.375 XXXXXXX XX 00000 PUD 400000 20060601 78.25 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G03 276055 1437.79 360 358 5.875 0 0 0.375 6.25 Xxxxxxxxxxxx XX 00000 PUD 276055 20060501 80 No MI 1.00E+17 2.75 20110401 12.25 2 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G03 468000 2730.00 360 359 6.75 0 0 0.25 7 XXXXXXXXX XX 00000 Single Family 468000 20060601 80 No MI 1.00E+17 2.25 20110501 12 2.375 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 212800 975.33 360 359 5.25 0 0 0.25 5.5 XXXXXXXX XX 00000 PUD 212800 20060601 80 No MI 1.00E+17 2.25 20110501 10.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 312000 1950.00 360 358 7.125 0 0 0.375 7.5 Xxxxxx XX 00000 Single Family 312000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GIII G03 526976 3128.92 360 359 6.875 0 0 0.25 7.125 XXXXXXXX XX 00000 PUD 526976 20060601 80 No MI 1.00E+17 2.25 20110501 12.125 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G03 223920 1049.63 360 359 5.375 0 0 0.25 5.625 XXXXXXXXXX XX 00000 Condominium 223920 20060601 80 No MI 1.00E+17 2.25 20110501 10.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 143600 867.58 360 359 6.875 0 0 0.375 7.25 XXXXXX XX 00000 PUD 143600 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G03 454400 2556.00 360 359 6.5 0 0 0.25 6.75 XXXXXXX XX 00000 Single Family 454400 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 448000 2566.67 360 359 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 Single Family 448000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G01 240000 1200.00 360 359 5.75 0 0 0.25 6 XXXX XXXXXXX XX 00000 Single Family 240000 20060601 42.86000061 No MI 1.00E+17 2.25 20110501 11 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G01 428800 2769.33 360 359 7.5 0 0 0.25 7.75 XXXXXXX XX 00000 Single Family 428800 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G03 206239.58 1224.55 360 358 6.75 0 0 0.375 7.125 Xxxxxxx XX 00000 PUD 206250 20060501 75 No MI 1.00E+17 2.25 20110401 12.125 2 1 First Lien Y 120 No_PP 360 60 N 20360401 XXXX
GIII G03 800000 4500.00 360 359 6.5 0 0 0.25 6.75 XXX XXXXX XX 00000 PUD 800000 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 340000 1770.83 360 359 6 0 0 0.25 6.25 XXXX XX 00000 Single Family 340000 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G03 304000 1804.69 360 359 6.875 0 0 0.25 7.125 Xxxxxxxxx XX 00000 Single Family 304000 20060601 80 No MI 1.00E+17 2.25 20110501 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360501 AFL2
GI G01 481000 2956.15 360 359 7.125 0 0 0.25 7.375 XXXXXXXXX XX 00000 Single Family 481000 20060601 67.26999664 No MI 1.00E+17 2.25 20110501 12.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 144000 825.00 360 359 6.625 0 0 0.25 6.875 XXXXXXX XXXX XX 00000 Single Family 144000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 175089.64 1228.87 360 355 7.125 0 0 0.375 7.5 XXXXXXXXXX XX 00000 Single Family 175750 20060201 79.88999939 No MI 1.00E+17 2.25 20110101 12.5 2 1 First Lien N 0 No_PP 360 60 N 20360101 AFL2
GI G02 107250 715.00 360 359 7.625 0 0 0.375 8 XXXXXXXX XX 00000 Single Family 107250 20060601 65 No MI 1.00E+17 2.25 20110501 13 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 301600 1885.00 360 359 7.125 0 0 0.375 7.5 XXXXXXXX XX 00000 Townhouse 301600 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 196800 1373.50 360 359 8 0 0 0.375 8.375 XXXXXX XX 00000 Single Family 196800 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G01 446400 2929.50 360 358 7.5 0 0 0.375 7.875 Xxxxxx XX 00000 Single Family 446400 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 121900 811.67 360 359 6.75 0 0 0.25 7 XXXXXXXXXX XX 00000 Single Family 122000 20060601 80 No MI 1.00E+17 2.75 20110501 12 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G01 787500 4921.88 360 359 7.25 0 0 0.25 7.5 XXX XXXXX XX 00000 PUD 787500 20060601 75 No MI 1.00E+17 2.25 20110501 12.5 2.5 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 126560 725.08 360 359 6.625 0 0 0.25 6.875 XXXXXXXX XX 00000 Condominium 126560 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
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GI G02 108000 686.25 360 358 7.25 0 0 0.375 7.625 XXXXXX XXX XX 00000 Single Family 108000 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
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GII G02 410000 2348.96 360 358 6.5 0 0 0.375 6.875 XXXXXX XXXX XX 00000 Single Family 410000 20060501 54.66999817 No MI 1.00E+17 2.25 20110401 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GIII G02 135200 760.50 360 358 6.5 0 0 0.25 6.75 XXXXXXXXXX XX 00000 Condominium 135200 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GII G03 979300 5304.54 360 357 6.125 0 0 0.375 6.5 Xxxxxxxx XX 00000 Single Family 979300 20060401 70 No MI 1.00E+17 2.25 20110301 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 210000 1465.62 360 358 8 0 0 0.375 8.375 LYNN MA 1904 Single Family 210000 20060501 75 No MI 1.00E+17 2.25 20110401 14.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G01 447200 2888.17 360 358 7.375 0 0 0.375 7.75 XXX XXXXXXX XX 00000 Condominium 447200 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G02 101500 655.52 360 358 7.375 0 0 0.375 7.75 Xxxx Xxxxxx XX 00000 Condominium 101500 20060501 70 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
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GI G02 185124 1195.59 360 359 7.375 0 0 0.375 7.75 Xxxxxxxx XX 00000 PUD 185124 20060601 75 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GI G02 108247.32 794.81 360 359 7.625 0 0 0.375 8 Xxxxxx Xxxxxx XX 00000 Single Family 108320 20060601 80 No MI 1.00E+17 2.25 20110501 13 1.875 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
GII G02 300000 1718.75 360 359 6.5 0 0 0.375 6.875 Xxxxxx XX 00000 Condominium 300000 20060601 58.25 No MI 1.00E+17 2.25 20110501 11.875 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GI G02 154125 995.39 360 359 7.375 0 0 0.375 7.75 Xxxx XX 00000 Single Family 154125 20060601 75 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 199920 1311.98 360 359 7.5 0 0 0.375 7.875 Xxx Xxxxxx XX 00000 Condominium 199920 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 360000 2550.00 360 359 8.125 0 0 0.375 8.5 Xxxxxxx XX 00000 Single Family 360000 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G03 292000 2037.92 360 360 8 0 0 0.375 8.375 XXX XXXXXXX XX 00000 2-4 Family 292000 20060701 80 No MI 1.00E+17 2.25 20110601 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GI G01 820000 5466.67 360 360 7.625 0 0 0.375 8 Xxxxxxxxxxx XX 00000 PUD 820000 20060701 79.73999786 No MI 1.00E+17 2.25 20110601 13 1.875 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GI G02 373132 2370.94 360 358 7.25 0 0 0.375 7.625 XXXXXXXXXXXX XX 00000 Condominium 373132 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 69951.83 459.06 360 359 7.5 0 0 0.375 7.875 CO SPGS CO 80906 Single Family 70000 20060601 70 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G01 468000 2973.75 360 359 7.25 0 0 0.375 7.625 Xxxxxxx XX 00000 Single Family 468000 20060601 80 No MI 1.00E+17 2.25 20110501 12.625 2.375 2 First Lien Y 60 No_PP 360 60 N 20360501 AFL2
GI G02 100000 697.92 360 358 8 0 0 0.375 8.375 Xxxxxxxxx XX 00000 Single Family 100000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 XXXX
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XXXX G02 262371.52 1393.85 360 358 6.125 0 0 0.25 6.375 XXX XXXXX XX 00000 PUD 263000 20060501 51.06999969 No MI 1.00E+17 2.25 20110401 11.375 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GI G03 183750 1148.44 360 360 7.125 0 0 0.375 7.5 Xxxx Xxxxxx XX 00000 Single Family 183750 20060701 75 No MI 1.00E+17 2.25 20110601 12.5 2 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GIII G02 73250 480.70 360 359 7.625 0 0 0.25 7.875 XXXXXXXX XX 00000 Single Family 73250 20060601 78.76000214 No MI 1.00E+17 2.25 20110501 12.875 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 135192 746.37 360 359 6.25 0 0 0.375 6.625 Xxx Xxxxx XX 00000 Condominium 135192 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G02 225598.5 1198.49 360 358 6.125 0 0 0.25 6.375 XXXXX XXXXX XX 00000 Condominium 225600 20060501 80 No MI 1.00E+17 2.25 20110401 11.375 1.875 2 Xxxxx Xxxx X 000 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 348000 2030.00 360 358 6.75 0 0 0.25 7 XXXX XXXX XXXX XX 00000 2-4 Family 348000 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 156000 845.00 360 359 6.25 0 0 0.25 6.5 XXXXXXXX XX 00000 PUD 156000 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 174000 1051.25 360 358 7 0 0 0.25 7.25 XXXXX XX 00000 Condominium 174000 20060501 79.08999634 No MI 1.00E+17 2.25 20110401 12.25 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 229280 1528.53 360 358 7.625 0 0 0.375 8 Xxxxxxxxx XX 00000 PUD 229280 20060501 78.25 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 XXXX
GIII G02 156800 816.67 360 358 6 0 0 0.25 6.25 XXXXXXXXX XX 00000 Single Family 156800 20060501 80 No MI 1.00E+17 2.25 20110401 11.25 1.875 2 Xxxxx Xxxx X 000 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 194000 1192.29 360 358 7.125 0 0 0.25 7.375 XXXX XX 00000 Single Family 194000 20060501 77.59999847 No MI 1.00E+17 2.25 20110401 12.375 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G03 113259.58 794.31 360 356 7.125 0 0 0.375 7.5 Xxxxxxxxxx XX 00000 Townhouse 113600 20060301 80 No MI 1.00E+17 2.25 20110201 12.5 2 1 First Lien N 0 No_PP 360 60 N 20360201 AFL2
GI G03 417000 2562.81 360 357 7 0 0 0.375 7.375 XXXXX XXXXXXXX XX 00000 Single Family 417000 20060401 78.31999969 No MI 1.00E+17 2.25 20110301 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G02 143200 850.25 360 358 6.875 0 0 0.25 7.125 XXXXXXXXX XX 00000 PUD 143200 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G03 188000 1116.25 360 358 6.75 0 0 0.375 7.125 Xxx Xxxxx XX 00000 Single Family 188000 20060501 80 No MI 1.01E+16 2.25 20110401 12.125 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G01 492000 3177.50 360 357 7.375 0 0 0.375 7.75 XXXXXXXXX XX 00000 Single Family 492000 20060401 80 No MI 1.00E+17 2.25 20110301 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
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GIII G02 68400 406.13 360 359 6.875 0 0 0.25 7.125 XXX XXXXXXX XX 00000 Single Family 68400 20060601 90 GE Capital MI 1.00E+17 2.25 20110501 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 342000 2208.75 360 359 6.76 0.74 0 0.25 7.75 XXXXXX XXXXXXX XX 00000 Single Family 342000 20060601 95 GE Capital MI 1.00E+17 3.25 20110501 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 279200 1715.92 360 357 7 0 0 0.375 7.375 XXXXXXXXXX XX 00000 Condominium 279200 20060401 80 No MI 1.00E+17 2.25 20110301 13.375 2.26 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G02 228802.84 1485.29 360 359 6.5 0 0 0.25 6.75 XXXXXX XX 00000 Single Family 229000 20060601 86.41999817 Republic MIC 1.00E+17 2.25 20110501 11.75 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G02 227500 1492.97 360 360 7.5 0 0 0.375 7.875 Xxx Xxxxxx XX 00000 PUD 227500 20060701 70 No MI 1.00E+17 2.25 20110601 12.875 2 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GI G02 129500 822.86 360 359 7.25 0 0 0.375 7.625 XXXXXXXX XX 00000 Single Family 129500 20060601 70 No MI 2.25 20110501 12.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G02 128000 680.00 360 359 6.125 0 0 0.25 6.375 XXXXXXXXXX XX 00000 Single Family 128000 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 174400 908.33 360 359 6 0 0 0.25 6.25 XXXXXXX XX 00000 Single Family 174400 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G02 123200 705.83 360 358 6.625 0 0 0.25 6.875 XXXXXX XX 00000 Single Family 123200 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 157592 837.21 360 359 6.125 0 0 0.25 6.375 XXXXXXX XX 00000 Condominium 157592 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G01 362900 1701.09 360 359 5.375 0 0 0.25 5.625 XXXXXX XX 00000 Single Family 362900 20060601 95 Radian Guaranty 1.00E+17 2.25 20110501 10.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 513750 3050.39 360 358 6.875 0 0 0.25 7.125 XXXXXXXX XX 00000 2-4 Family 513750 20060501 75 No MI 1.00E+17 2.25 20110401 12.125 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G03 226400 1391.42 360 358 7 0 0 0.375 7.375 XXXXXXXX XX 00000 Single Family 226400 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G03 139992 714.54 360 358 5.875 0 0 0.25 6.125 XXXXXXX XX 00000 Condominium 139992 20060501 80 No MI 1.00E+17 2.25 20110401 11.125 1.875 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G02 227685.15 1653.16 360 358 7.5 0 0 0.375 7.875 Lawrence MA 1841 2-4 Family 228000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GIII G02 350000 2114.58 360 359 7 0 0 0.25 7.25 XX XXXXXXXXX XX 00000 Single Family 350000 20060601 54.68999863 No MI 1.00E+17 2.25 20110501 12.25 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GI G02 185600 1218.00 360 358 7.5 0 0 0.375 7.875 Xxxxxxxx XX 00000 Single Family 185600 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G03 155992 796.21 360 359 5.875 0 0 0.25 6.125 XXXXXXX XX 00000 Condominium 155992 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 1.875 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GII G03 363750 2159.77 360 359 6.75 0 0 0.375 7.125 XXXXXXXXX XX 00000 Single Family 363750 20060601 75 No MI 1.00E+17 2.25 20110501 12.125 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 55329.11 416.20 360 358 7.875 0 0 0.375 8.25 Xxx Xxxxxxx XX 00000 PUD 55400 20060501 80 No MI 1.00E+17 2.25 20110401 13.25 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GIII G02 249700 1326.53 360 359 6.125 0 0 0.25 6.375 XXXXXXXXX XX 00000 PUD 249700 20060601 84.63999939 United Guaranty 1.00E+17 2.25 20110501 11.375 1.875 2 Xxxxx Xxxx X 000 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 132000 673.75 360 358 5.875 0 0 0.25 6.125 XXXXXXXXXX XX 00000 Single Family 132000 20060501 80 No MI 1.00E+17 2.25 20110401 11.125 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 405000 2320.31 360 358 6.625 0 0 0.25 6.875 XXXXXXXXXXXXXX XX 00000 2-4 Family 405000 20060501 67.66999817 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G01 291000 1576.25 360 359 5.98 0.27 0 0.25 6.5 XXX XXXXX XX 00000 PUD 291000 20060601 84.34999847 PMI 1.00E+17 2.75 20110501 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 260800 1358.33 360 359 6 0 0 0.25 6.25 XXXXXXXXXX XX 00000 Single Family 260800 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2.23 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G02 224184 1424.50 360 358 7.25 0 0 0.375 7.625 Xxxxxx XX 00000 PUD 224184 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 400000 2125.00 360 359 6.125 0 0 0.25 6.375 XXXXXXXX XX 00000 PUD 400000 20060601 79.68000031 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 124735 727.62 360 357 6.625 0 0 0.375 7 Xxxxxxxxx Xxxxx XX 00000 Condominium 124735 20060401 65 No MI 1.00E+17 2.25 20110301 12 1.875 1 First Lien Y 60 Prepay 360 60 N 20360301 AFL2
GI G03 250345.76 1564.66 360 358 7.125 0 0 0.375 7.5 Xxxxxxx XX 00000 Single Family 252000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 113500 650.26 360 359 6.625 0 0 0.25 6.875 S. XXXXXX XX 00000 Single Family 113500 20060601 79.37000275 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 243000 1164.38 360 359 5.5 0 0 0.25 5.75 XXX XXXX XX 00000 Single Family 243000 20060601 37.38000107 No MI 1.00E+17 2.25 20110501 10.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 144000 675.00 360 358 5.375 0 0 0.25 5.625 XXXXXXX XX 0000 Condominium 144000 20060501 80 No MI 1.00E+17 2.25 20110401 10.625 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GII G02 255000 1460.94 360 358 6.5 0 0 0.375 6.875 Xxxxxxxxxx XX 00000 PUD 255000 20060501 51 No MI 1.00E+17 2.25 20110401 11.875 2 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GIII G02 72000 397.50 360 359 6.375 0 0 0.25 6.625 XXXXXXXX XXXXXXX XX 00000 Single Family 72000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 112000 641.67 360 359 6.625 0 0 0.25 6.875 XXXXXXXXXXX XX 00000 PUD 112000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 385600 2570.67 360 359 7.625 0 0 0.375 8 Xxxxxxx XX 00000 Townhouse 385600 20060601 80 No MI 1.00E+17 2.25 20110501 13 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G02 240000 1525.00 360 358 6.685 0.69 0 0.25 7.625 XXXXXXXXX XX 00000 PUD 240000 20060501 89.76999664 Republic MIC 1.00E+17 3.125 20110401 12.625 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 116000 737.08 360 358 7.25 0 0 0.375 7.625 XXXXXXXX XX 00000 Condominium 116000 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2.185 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 153650 1008.33 360 358 7.5 0 0 0.375 7.875 Xxxx XX 00000 Single Family 153650 20060501 70 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 107824.79 691.02 360 359 6.375 0 0 0.25 6.625 XXXXXXX XX 00000 Condominium 107920 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G02 119787.55 649.03 360 359 6.25 0 0 0.25 6.5 XXXX XXX XX 00000 Single Family 119820 20060601 79.93000031 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
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GI G01 525000 3554.69 360 358 7.75 0 0 0.375 8.125 Xxx Xxxx XX 00000 Single Family 525000 20060501 75 No MI 1.00E+17 2.25 20110401 14.125 2 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
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GI G03 108000 663.75 360 358 7 0 0 0.375 7.375 Xxxxxxx XX 00000 Single Family 108000 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
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GI G02 115918.13 831.04 360 359 7.375 0 0 0.375 7.75 XXXX XX 00000 PUD 116000 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien N 0 Prepay 360 60 N 20360501 AFL2
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GI G03 294678 1811.04 360 358 7 0 0 0.375 7.375 Xxxxxxxxxx XX 00000 PUD 294678 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 248000 1550.00 360 359 7.125 0 0 0.375 7.5 XXXXXXX XX 00000 PUD 248000 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
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GI G03 349600 2185.00 360 359 7.125 0 0 0.375 7.5 XXXXXX XX 00000 Single Family 349600 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
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GI G02 256000 1680.00 360 359 7.5 0 0 0.375 7.875 XXXXXXXX XX 00000 Townhouse 256000 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
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GI G03 75000 468.75 360 359 7.125 0 0 0.375 7.5 XXXXXXXXX XX 00000 Condominium 75000 20060601 37.88000107 No MI 1.00E+17 2.25 20110501 13.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
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GII G02 116000 652.50 360 358 6.375 0 0 0.375 6.75 Xxxxxxxxxx XX 00000 Condominium 116000 20060501 64.76999664 No MI 1.00E+17 2.25 20110401 11.75 2.375 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G01 160720 1004.50 360 358 7.25 0 0 0.25 7.5 XXXXX XXXXXXX XX 00000 Condominium 160720 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G03 68000 481.67 360 360 8.125 0 0 0.375 8.5 XXXXXXXXX XX 00000 2-4 Family 68000 20060701 80 No MI 1.00E+17 2.25 20110601 13.5 2 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
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GII G03 162750 966.33 360 358 6.75 0 0 0.375 7.125 XXXX XXXX XXXX XX 00000 Single Family 162750 20060501 70 No MI 1.00E+17 2.25 20110401 12.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GIII G02 164400 856.25 360 359 6 0 0 0.25 6.25 XXXXXXXXXX XX 00000 Single Family 164400 20060601 71.16999817 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
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GIII G02 124000 710.42 360 359 6.625 0 0 0.25 6.875 XXXXXXXXXX XX 00000 Condominium 124000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2.135 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G01 112400 585.42 360 359 6 0 0 0.25 6.25 XXXXXXXXXXXXX XX 00000 PUD 112400 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 175190 1240.93 360 360 8.125 0 0 0.375 8.5 XXXX XX 00000 PUD 175190 20060701 80 No MI 1.00E+17 2.25 20110601 13.5 2 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 140000 918.75 360 358 7.5 0 0 0.375 7.875 Xxxxxxxx XX 00000 Single Family 140000 20060501 73.68000031 No MI 2.25 20110401 12.875 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G02 300000 1656.25 360 358 6.375 0 0 0.25 6.625 # 311 XXX XXXXXXX XX 00000 Condominium 300000 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 1.875 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GII G03 130716 789.74 360 358 6.875 0 0 0.375 7.25 Xxxx Xxxxx XX 00000 Townhouse 130716 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 158328 1055.52 360 359 7.625 0 0 0.375 8 XXXXXXXXXXX XX 00000 Single Family 158328 20060601 80 No MI 1.00E+17 2.25 20110501 13 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 417000 2649.69 360 358 7.25 0 0 0.375 7.625 XXXXXXXXXX XX 00000 PUD 417000 20060501 78.37999725 No MI 1.00E+17 2.25 20110401 12.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 88125 615.04 360 359 8 0 0 0.375 8.375 Xxxxx XX 00000 Single Family 88125 20060601 75 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GII G01 99936.23 751.27 360 359 7.875 0 0 0.375 8.25 XXXXXXXXXXXX XX 00000 Single Family 100000 20060601 80 No MI 1.00E+17 2.25 20090501 13.25 1.875 1 First Lien N 0 No_PP 360 36 N 20360501 AFL2
GI G02 245800 1664.27 360 358 7.75 0 0 0.375 8.125 XXXXX XXXXX XX 00000 Single Family 245800 20060501 80 No MI 1.00E+17 2.25 20110401 13.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 143520 926.90 360 359 7.375 0 0 0.375 7.75 XXXXX XX 00000 Single Family 143520 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 405728 2620.33 360 358 7.375 0 0 0.375 7.75 Xxxxxxx XX 00000 PUD 405728 20060501 73.01000214 No MI 1.00E+17 2.25 20110401 13.75 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 144000 930.00 360 359 7.375 0 0 0.375 7.75 XXXXXX XX 00000 Single Family 144000 20060601 75 No MI 1.00E+17 2.25 20110501 13.75 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 199400 1142.40 360 358 6.5 0 0 0.375 6.875 Xxxxxxx XX 00000 Condominium 199400 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 204395 1320.05 360 358 7.375 0 0 0.375 7.75 Xxxx Xxxxx XX 00000 Single Family 204395 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 179869.72 1274.03 360 359 7.25 0 0 0.375 7.625 Xxxxxxxxx XX 00000 PUD 180000 20060601 75 No MI 1.00E+17 2.25 20110501 12.625 1.875 1 First Lien N 0 Prepay 360 60 N 20360501 AFL2
GI G01 394250 2422.99 360 359 6.475 0.65 0 0.25 7.375 XXXXXX XX 00000 PUD 394250 20060601 95 Radian Guaranty 1.00E+17 3.125 20110501 12.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 184500 1153.13 360 359 7.25 0 0 0.25 7.5 XXXXX XXXX XX 00000 Single Family 184500 20060601 72.06999969 No MI 1.00E+17 2.25 20110501 12.5 2.225 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G02 313794.66 2224.25 360 358 7.25 0 0 0.375 7.625 XXXXXXXXX XX 00000 PUD 314251 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GI G02 140000 918.75 360 359 7.5 0 0 0.375 7.875 XXXXXX XX 00000 Single Family 140000 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G02 135600 791.00 360 358 6.75 0 0 0.25 7 XXXXXXXXXXXX XX 00000 Single Family 135600 20060501 80 No MI 1.00E+17 2.25 20110401 12 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 134400 868.00 360 359 7.375 0 0 0.375 7.75 Xxxxxxxx XX 00000 Single Family 134400 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 2 1 First Lien Y 60 No_PP 360 60 N 20360501 AFL2
GI G02 91850 621.90 360 358 7.75 0 0 0.375 8.125 Xxxxxx XX 00000 Condominium 91850 20060501 74.98000336 No MI 1.00E+17 2.25 20110401 13.125 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G03 572350 3577.19 360 358 7.125 0 0 0.375 7.5 XXXXXXXXXXX XX 00000 Single Family 572350 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 229850 1101.36 360 358 5.375 0 0 0.375 5.75 Xxxxxx XX 00000 PUD 229850 20060501 79.98999786 No MI 1.00E+17 2.75 20110401 11.75 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G03 289932.03 1359.38 360 359 5.375 0 0 0.25 5.625 XXXXXX XX 00000 Single Family 290000 20060601 66.66999817 No MI 1.00E+17 2.25 20110501 10.625 2.375 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GII G02 103920 606.20 360 359 6.625 0 0 0.375 7 Xxxxxx XX 00000 Single Family 103920 20060601 80 No MI 1.00E+17 2.25 20110501 12 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 155704.21 908.27 360 356 6.625 0 0 0.375 7 XXXXX XX 00000 PUD 155705 20060301 95 GE Capital MI 1.00E+17 2.25 20110201 12 1.875 1 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GI G03 292550 1828.44 360 358 7.125 0 0 0.375 7.5 XXXXXXXX XX 00000 Condominium 292550 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G03 920564.84 4891.75 360 359 6.125 0 0 0.25 6.375 XXX XXXXX XX 00000 PUD 920800 20060601 74.98999786 No MI 1.00E+17 2.25 20110501 11.375 2.375 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 5523000 30491.56 360 357 6.375 0 0 0.25 6.625 XXXXXX XXXX XX 00000 PUD 5523000 20060401 70 No MI 1.00E+17 2.25 20110301 11.625 2 2 First Lien Y 60 Prepay 360 60 N 20360301 ADN1
GIII G03 440000 2383.33 360 359 6.25 0 0 0.25 6.5 XXXXXXXXX XX 00000 Single Family 440000 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 4600000 27791.67 360 358 7 0 0 0.25 7.25 XXX XXXXXXX XX 00000 Single Family 4600000 20060501 54.11999893 No MI 1.00E+17 2.25 20110401 12.25 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 484664.04 3391.36 360 359 7.25 0 0 0.25 7.5 XXXXXXXX XX 00000 PUD 485024 20060601 90 Republic MIC 1.00E+17 2.25 20110501 12.5 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G03 606000 3598.13 360 359 6.875 0 0 0.25 7.125 XXX XXXX XX 00000 PUD 606000 20060601 71.72000122 No MI 1.00E+17 2.25 20110501 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 566160 3007.73 360 359 6.125 0 0 0.25 6.375 XXXXXXXX XXXXX XX 00000 Single Family 566160 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 4096000 23466.67 360 358 6.625 0 0 0.25 6.875 KEY XXXXXXXX XX 00000 Single Family 4096000 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G02 120396 840.26 360 358 8 0 0 0.375 8.375 Xxxxxxxxx XX 00000 Condominium 120396 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G02 176800 1160.25 360 360 7.5 0 0 0.375 7.875 XXXXXXXXXX XX 00000 PUD 176800 20060701 80 No MI 1.00E+17 2.25 20110601 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GIII G03 439200 2150.25 360 359 5.625 0 0 0.25 5.875 XXX XXXXX XX 00000 PUD 439200 20060601 80 No MI 1.00E+17 2.25 20110501 10.875 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G03 585379.23 3418.33 360 359 6.75 0 0 0.25 7 XXXXXXXXXX XX 00000 PUD 586000 20060601 77.62000275 No MI 1.00E+17 2.25 20110501 12 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 440300 2660.15 360 359 7 0 0 0.25 7.25 XXXXXX XXXX XX 00000 PUD 440300 20060601 70 No MI 1.00E+17 2.25 20110501 12.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 2100000 13562.50 360 358 7.5 0 0 0.25 7.75 XXX XXXXXXX XX 00000 Single Family 2100000 20060501 60 No MI 1.00E+17 2.25 20110401 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 576051.46 3241.13 360 359 6.5 0 0 0.25 6.75 XXXXXXXXXXX XX 00000 PUD 576200 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 5930000 33973.96 360 358 6.625 0 0 0.25 6.875 XXXXXX XXXXX XX 00000 PUD 5930000 20060501 55.41999817 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 523992 2674.54 360 359 5.875 0 0 0.25 6.125 XXXXXXXXXX XX 00000 Single Family 523992 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 2187500 12304.69 360 358 6.5 0 0 0.25 6.75 XXXXXX XX 00000 PUD 2187500 20060501 70 No MI 1.00E+17 2.25 20110401 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 753084.99 4826.34 360 359 6.375 0 0 0.25 6.625 COVINA XXXX XX 00000 Single Family 753750 20060601 75 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G01 522000 3316.88 360 359 7.375 0 0 0.25 7.625 XXXXXXXXXX XX 0000 Single Family 522000 20060601 90 United Guaranty 1.00E+17 2.25 20110501 12.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 480000 2700.00 360 359 6.5 0 0 0.25 6.75 XXXXXXX XX 00000 Condominium 480000 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 527200 3295.00 360 358 7.125 0 0 0.375 7.5 Xxxxxxxxxx XX 00000 Single Family 527200 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G03 480000 2550.00 360 359 6.125 0 0 0.25 6.375 BERMUDA XXXXX XX 00000 Single Family 480000 20060601 84.95999908 Mortgage Guaranty In 1.00E+17 2.25 20110501 11.375 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 230400 1344.00 360 358 6.625 0 0 0.375 7 Xxxxxxx XX 00000 Condominium 230400 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 144000 825.00 360 359 6.625 0 0 0.25 6.875 XXXXXXXXX XX 00000 Single Family 144000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 504000 2572.50 360 359 5.875 0 0 0.25 6.125 XXXXXX XX 00000 PUD 504000 20060601 77.54000092 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G02 91200 475.00 360 359 6 0 0 0.25 6.25 XXXXX XX 00000 Condominium 91200 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G01 2100000 13125.00 360 358 7.25 0 0 0.25 7.5 XXXXXX XX 00000 Single Family 2100000 20060501 70 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 73430 489.53 360 358 7.625 0 0 0.375 8 Xxxxxxx XX 00000 Single Family 73430 20060501 70 No MI 1.00E+17 2.25 20110401 13 2 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GI G02 222300 1592.58 360 360 7.375 0 0 0.375 7.75 Xxxxxxxxxx XX 00000 Single Family 222300 20060701 65 No MI 1.00E+17 2.25 20110601 12.75 1.875 1 First Lien N 0 No_PP 360 60 N 20360601 AFL2
GIII G03 450850 2254.25 360 359 5.75 0 0 0.25 0 XXXXX XXX XXXXX XX 00000 PUD 450850 20060601 79.98999786 No MI 1.00E+17 2.25 20110501 11 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 2460000 13581.25 360 358 6.375 0 0 0.25 6.625 XXX XXXXXXX XX 00000 Single Family 2460000 20060501 60 No MI 1.00E+17 2.25 20110401 11.625 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GIII G02 207600 1146.13 360 359 6.375 0 0 0.25 6.625 XXXXXX XX 00000 Condominium 207600 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 214000 1226.04 360 359 6.5 0 0 0.375 6.875 Xxxxxxxx XX 00000 Condominium 214000 20060601 79.91000366 No MI 1.00E+17 2.25 20110501 12.875 2 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G03 619200 3354.00 360 359 6.25 0 0 0.25 6.5 XXXXXX XX 00000 PUD 619200 20060601 90 PMI 1.00E+17 2.25 20110501 11.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 759950 5224.66 360 359 8 0 0 0.25 8.25 XXX XXXXX XX 00000 PUD 759950 20060601 80 No MI 1.00E+17 2.25 20110501 13.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 400000 2583.33 360 358 7.5 0 0 0.25 7.75 XXXXXXXXXX XX 00000 2-4 Family 400000 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 506400 2901.25 360 359 6.625 0 0 0.25 6.875 XXXXXXXXXX XX 00000 Single Family 506400 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G03 452000 2354.17 360 359 6 0 0 0.25 6.25 EAST XXXX XXXX XX 00000 Single Family 452000 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 760000 4670.83 360 359 7.125 0 0 0.25 7.375 XXXXXXXX XXXXXX XX 00000 Single Family 760000 20060601 54.29000092 No MI 1.00E+17 2.25 20110501 12.375 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GII G03 243618.15 1664.52 360 358 6.875 0 0 0.375 7.25 XXXXXXXX XX 00000 Condominium 244000 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 2 1 First Lien N 0 Prepay 360 60 N 20360401 XXXX
GIII G03 2994561.23 18962.04 360 358 6.25 0 0 0.25 6.5 XXXXXXXXX XXXXX XX 00000 Single Family 3000000 20060501 57.68999863 No MI 1.00E+17 2.25 20110401 11.5 1.875 2 First Lien N 0 No_PP 360 60 N 20360401 ADN1
GIII G03 472000 2605.83 360 359 6.375 0 0 0.25 6.625 XXX XXXXX XX 00000 Single Family 472000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 2275000 13270.83 360 358 6.75 0 0 0.25 7 XXXXXXXXXXXX XX 00000 Single Family 2275000 20060501 70 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GIII G02 216000 1215.00 360 359 6.01 0.49 0 0.25 6.75 XXXXXXX XX 00000 Single Family 216000 20060601 89.62999725 Republic MIC 1.00E+17 2.875 20110501 11.75 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G01 650000 4062.50 360 358 7.25 0 0 0.25 7.5 XXXXX XXXXX XX 00000 Condominium 650000 20060501 73.84999847 No MI 1.00E+17 2.25 20110401 12.5 2.135 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 640000 3666.67 360 359 6.625 0 0 0.25 6.875 XXXXXX XXXXX XX 00000 Single Family 640000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 359000 1907.19 360 359 6.125 0 0 0.25 6.375 XXXX XX 00000 Single Family 359000 20060601 79.77999878 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 184000 1284.17 360 358 8 0 0 0.375 8.375 Xxxxx XX 00000 Condominium 184000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GI G03 248800 1555.00 360 358 7.125 0 0 0.375 7.5 XXXXXXXX XX 00000 Single Family 248800 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G03 608000 3293.33 360 359 6.25 0 0 0.25 6.5 XXXXXX XX 00000 PUD 608000 20060601 80 No MI 1.00E+17 2.75 20110501 11.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 1000000 5416.67 360 359 6.25 0 0 0.25 6.5 XXXX XX 00000 Single Family 1000000 20060601 60.61000061 No MI 1.00E+17 2.25 20110501 11.5 2.5 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 267535.93 1672.10 360 358 7.25 0 0 0.25 7.5 XXXXXXX XX 00000 2-4 Family 268000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 448000 2426.67 360 358 6.25 0 0 0.25 6.5 XXXXXXX XX 00000 Single Family 448000 20060501 80 No MI 1.00E+17 2.75 20110401 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G01 469811 3034.20 360 359 7.5 0 0 0.25 7.75 XXXXXXXXX XX 00000 PUD 469811 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 2.5 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G03 578000 3311.46 360 360 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 PUD 578000 20060701 76.05000305 No MI 1.00E+17 2.25 20110601 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GII G03 112700 680.90 360 358 6.875 0 0 0.375 7.25 Xxxxx Xxxxx XX 00000 Condominium 112700 20060501 70 No MI 1.00E+17 2.25 20110401 12.25 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G03 556729 3015.62 360 359 6.25 0 0 0.25 6.5 XXXXXXXX XX 00000 Single Family 556729 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 248000 1317.50 360 359 6.125 0 0 0.25 6.375 XXXXXXX XX 00000 Single Family 248000 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G02 208000 1105.00 360 358 6 0 0 0.375 6.375 Xxxxxxxx XX 00000 2-4 Family 208000 20060501 80 No MI 1.00E+17 2.25 20110401 11.375 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 369600 2310.00 360 358 7.125 0 0 0.375 7.5 Xxxxxxxx XX 00000 PUD 369600 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 XXXX
GIII G02 166000 864.58 360 359 6 0 0 0.25 6.25 XXXXXXXXXX XX 00000 Single Family 166000 20060601 77.20999908 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 640000 3533.33 360 359 6.375 0 0 0.25 6.625 XXX XXXXXXX XX 00000 Single Family 640000 20060601 71.66999817 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GIII G01 316000 1612.92 360 359 5.875 0 0 0.25 6.125 XXXXXXXXX XX 00000 Single Family 316000 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G01 539628.74 3709.95 360 356 8 0 0 0.25 8.25 FT XXXXXXXXXX XX 00000 Single Family 540000 20060301 80 No MI 1.00E+17 2.25 20110201 13.25 2 2 First Lien Y 60 No_PP 360 60 N 20360201 ADN1
GIII G03 524000 2947.50 360 359 6.5 0 0 0.25 6.75 XXXXX XXXXX XX 00000 Single Family 524000 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GIII G01 238000 793.33 360 359 3.75 0 0 0.25 4 XXXXXXXXX XX 00000 Single Family 238000 20060601 70 No MI 1.00E+17 2.25 20110501 9 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G03 634966 3770.11 360 359 6.875 0 0 0.25 7.125 XXX XXXXXX XX 00000 PUD 634966 20060601 75 No MI 1.00E+17 2.25 20110501 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G01 255711.22 1555.24 360 359 5.875 0 0 0.25 6.125 XXXXXXX XX 00000 Single Family 255960 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
GI G03 100400 763.11 360 360 8 0 0 0.375 8.375 XXXXXXXX XX 00000 Single Family 100400 20060701 80 No MI 1.00E+17 2.25 20110601 13.375 2 1 First Lien N 0 No_PP 360 60 N 20360601 AFL2
GIII G03 571920 3217.05 360 359 6.5 0 0 0.25 6.75 XXX XXXXXXX XX 00000 Condominium 571920 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 2380000 14131.25 360 358 6.875 0 0 0.25 7.125 XXX XXXXXXX XX 00000 Single Family 2380000 20060501 70 No MI 1.00E+17 2.25 20110401 12.125 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GIII G01 260000 1300.00 360 359 5.75 0 0 0.25 6 XXXXXXXX XX 00000 PUD 260000 20060601 78.08000183 No MI 1.00E+17 2.25 20110501 11 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GII G02 300000 1718.75 360 359 6.5 0 0 0.375 6.875 XXXXXX XX 00000 Condominium 300000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GIII G03 840000 4637.50 360 360 6.375 0 0 0.25 6.625 XXXXXXXX XX 00000 Single Family 840000 20060701 80 No MI 1.00E+17 2.25 20110601 11.625 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 430000 2239.58 360 359 6 0 0 0.25 6.25 XXXXXXXXX XX 00000 PUD 430000 20060601 66.76999664 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 304000 1583.33 360 359 6 0 0 0.25 6.25 XXXXX XXXXXX XX 00000 Single Family 304000 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 236000 1499.58 360 358 7.25 0 0 0.375 7.625 Xxxxxxxx XX 00000 PUD 236000 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GIII G03 606614.55 3754.83 360 359 6 0 0 0.25 6.25 XXXXXX XXXXX XX 00000 Single Family 609831 20060601 42 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G03 580000 3443.75 360 359 6.875 0 0 0.25 7.125 XXXXXX XXXXX XX 00000 Single Family 580000 20060601 80 No MI 1.00E+17 2.25 20110501 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 3675000 21820.31 360 360 6.875 0 0 0.25 7.125 XXX XXXXXXX XX 00000 PUD 3675000 20060701 75 No MI 1.00E+17 2.25 20110601 12.125 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GI G03 380800 2697.33 360 360 8.125 0 0 0.375 8.5 XXXXXXX XXXX XX 00000 Single Family 380800 20060701 80 No MI 1.00E+17 2.25 20110601 14.5 2 2 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GIII G03 500000 2552.08 360 360 5.875 0 0 0.25 6.125 XXXXXXXXXX XX 00000 Single Family 500000 20060701 41.70000076 No MI 1.00E+17 2.25 20110601 11.125 1.875 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GI G03 180320 1108.22 360 358 7 0 0 0.375 7.375 Xxxxxx XX 00000 Townhouse 180320 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 2 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GIII G03 494500 2833.07 360 359 6.625 0 0 0.25 6.875 XXXXXXXXX XX 00000 PUD 494500 20060601 69.16000366 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 67500 421.88 360 358 7.25 0 0 0.25 7.5 XXXXXXXXXXXX XX 00000 Single Family 67500 20060501 90 Republic MIC 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 1432000 8204.17 360 360 6.625 0 0 0.25 6.875 XXX XXXXXXX XX 00000 Single Family 1432000 20060701 80 No MI 1.00E+17 2.25 20110601 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GIII G03 599999.24 3312.50 360 359 6.375 0 0 0.25 6.625 XXXX XXXXXX XXXX XX 00000 Single Family 600000 20060601 75 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 572000 3455.83 360 360 7 0 0 0.25 7.25 XXXXXXXXX XX 00000 Single Family 572000 20060701 80 No MI 1.00E+17 2.25 20110601 12.25 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GIII G03 2999900 16249.46 360 360 6.25 0 0 0.25 6.5 XXXXXXXXXX XXXXX XX 00000 PUD 2999900 20060701 61.84999847 No MI 1.00E+17 2.25 20110601 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GI G02 388000 2983.38 360 360 8.125 0 0 0.375 8.5 XXXXXXXXXX XX 0000 2-4 Family 388000 20060701 80 No MI 1.00E+17 2.25 20110601 14.5 1.875 2 First Lien N 0 No_PP 360 60 N 20360601 AFL2
GI G02 271196.55 1864.48 360 358 7.875 0 0 0.375 8.25 Xxxxxxxx XX 00000 Single Family 271200 20060501 80 No MI 1.00E+17 2.25 20110401 13.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G03 481840 2860.93 360 359 6.875 0 0 0.25 7.125 XXX XXXXX XX 00000 Condominium 481840 20060601 80 No MI 1.00E+17 2.25 20110501 12.125 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 48800 315.17 360 359 7.5 0 0 0.25 7.75 XXXXXXXXX XX 00000 Single Family 48800 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 254260 1483.18 360 358 6.625 0 0 0.375 7 Xxxx Xxxxx XX 00000 Condominium 254260 20060501 80 No MI 1.00E+17 2.25 20110401 13 2 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G03 800000 4666.67 360 358 6.75 0 0 0.25 7 XXXXXX XX 00000 Single Family 800000 20060501 80 No MI 1.00E+17 2.25 20110401 12 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 176200 1046.19 360 359 6.875 0 0 0.25 7.125 XXXXXXXXX XX 00000 PUD 176200 20060601 74.98000336 No MI 1.00E+17 2.25 20110501 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 468800 2588.17 360 360 6.375 0 0 0.25 6.625 XXXXXXXXXX XX 00000 PUD 468800 20060701 80 No MI 1.00E+17 2.25 20110601 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G03 780000 4550.00 360 359 6.75 0 0 0.25 7 XXXXXX XX 00000 Single Family 780000 20060601 80 No MI 1.00E+17 2.25 20110501 12 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G03 972000 5467.50 360 360 6.5 0 0 0.25 6.75 XXX XXXX XX 00000 Condominium 972000 20060701 80 No MI 1.00E+17 2.25 20110601 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G03 523551 2999.51 360 359 6.625 0 0 0.25 6.875 XXXXXX XX 00000 PUD 523551 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G02 208800 1457.25 360 359 8 0 0 0.375 8.375 XXXXXXXXX XX 00000 PUD 208800 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G03 521250 2769.14 360 359 6.125 0 0 0.25 6.375 XXXXXX XX 00000 Single Family 521250 20060601 75 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 1000000 5208.33 360 359 6 0 0 0.25 6.25 XXXXXX XX 00000 PUD 1000000 20060601 60.61000061 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 125000 768.23 360 358 7.125 0 0 0.25 7.375 XXXXX XXXXX XX 00000 Single Family 125000 20060501 64.09999847 No MI 1.00E+17 2.25 20110401 12.375 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 631200 3550.50 360 360 6.5 0 0 0.25 6.75 XXXXXXX XX 00000 Single Family 631200 20060701 80 No MI 1.00E+17 2.25 20110601 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G03 513000 2992.50 360 359 6.75 0 0 0.25 7 XXXXX XXXXXXX XX 00000 PUD 513000 20060601 79.52999878 No MI 1.00E+17 2.25 20110501 12 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G02 243998.12 1270.83 360 359 6 0 0 0.25 6.25 XXXXXX XX 00000 Single Family 244000 20060601 78.95999908 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 528087.71 2815.63 360 359 6.125 0 0 0.25 6.375 XXXX XXXXXX XX 00000 Condominium 530000 20060601 57.29999924 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 512000 2880.00 360 359 6.5 0 0 0.25 6.75 XXX XXXX XX 00000 Single Family 512000 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 544000 3060.00 360 360 6.5 0 0 0.25 6.75 XXX XXXXX XX 00000 PUD 544000 20060701 80 No MI 1.00E+17 2.25 20110601 11.75 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GIII G03 650000 3791.67 360 359 6.75 0 0 0.25 7 XXXXXXXXXX XX 00000 Condominium 650000 20060601 69.16000366 No MI 1.00E+17 2.25 20110501 12 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G03 550000 3093.75 360 360 6.5 0 0 0.25 6.75 XXXX XXXXX XX 00000 Single Family 550000 20060701 24.18000031 No MI 1.00E+17 2.25 20110601 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GI G03 188518.88 1320.12 360 358 7.125 0 0 0.375 7.5 XXXXXXX XX 00000 Single Family 188800 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 1 First Lien N 0 Prepay 360 60 N 20360401 XXXX
GI G01 516934.9 3706.00 360 359 7.5 0 0 0.25 7.75 XXX XXXXXXX XX 00000 Single Family 517300 20060601 70 No MI 1.00E+17 2.25 20110501 12.75 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G02 99200 568.33 360 358 6.625 0 0 0.25 6.875 XXXXXXXXXX XX 00000 Single Family 99200 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GIII G03 520000 3087.50 360 359 6.875 0 0 0.25 7.125 XXXX XXXX XX 00000 Single Family 520000 20060601 80 No MI 1.00E+17 2.25 20110501 12.125 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G03 524558.93 3448.88 360 359 6.625 0 0 0.25 6.875 XXX XXXX XX 00000 Single Family 525000 20060601 72.41000366 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G03 607900 2976.18 360 359 5.625 0 0 0.25 5.875 XXXXX XXXXXXXX XX 00000 Single Family 607900 20060601 79.98999786 No MI 1.00E+17 2.25 20110501 10.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 496000 2686.67 360 360 6.25 0 0 0.25 6.5 XXXXXXXX XX 00000 Single Family 496000 20060701 80 No MI 1.00E+17 2.25 20110601 11.5 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GI G02 269600 1797.33 360 359 7.625 0 0 0.375 8 Xxxxx XX 00000 Single Family 269600 20060601 80 No MI 2.25 20110501 13 2 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GIII G02 179200 1026.67 360 359 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 Condominium 179200 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 142300 770.79 360 358 6.25 0 0 0.25 6.5 XX XXXXXX XX 00000 PUD 142300 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 569908.9 3699.60 360 359 6.5 0 0 0.25 6.75 XXXXXXXXX XX 00000 Single Family 570400 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GII G02 112000 653.33 360 358 6.625 0 0 0.375 7 Xxxxxxxxxx XX 00000 Condominium 112000 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G01 84000 551.25 360 360 7.5 0 0 0.375 7.875 Xxxxxxx XX 00000 Condominium 84000 20060701 80 No MI 1.00E+17 2.25 20110601 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GII G03 173727.7 1186.99 360 358 6.875 0 0 0.375 7.25 XXXXXXX XX 00000 Townhouse 174000 20060501 75.65000153 No MI 1.00E+17 2.25 20110401 12.25 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 XXXX
GI G03 140720 864.84 360 359 7 0 0 0.375 7.375 Xxxxxxxxx XX 00000 Condominium 140720 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GIII G03 492000 2716.25 360 359 6.375 0 0 0.25 6.625 XXXXXXXXX XX 00000 Single Family 492000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G01 580000 3504.17 360 359 7 0 0 0.25 7.25 XX XXXXXX XX 00000 Single Family 580000 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G03 508000 2645.83 360 359 6 0 0 0.25 6.25 XXXXXXXXX XX 00000 Single Family 508000 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 384000 2160.00 360 359 6.5 0 0 0.25 6.75 XXXXXXXXXX XX 00000 Single Family 384000 20060601 66.20999908 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G03 227538 1137.69 360 359 5.625 0 0 0.375 6 Xxx Xxxxx XX 00000 Condominium 227538 20060601 80 No MI 1.00E+17 2.25 20110501 11 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G01 400000 2083.33 360 358 5.72 0.28 0 0.25 6.25 XXX XXXXX XX 00000 Single Family 400000 20060501 82.81999969 PMI 1.00E+17 2.75 20110401 11.25 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 1016400 5717.25 360 359 6.5 0 0 0.25 6.75 XXX XXXX XX 00000 Condominium 1016400 20060601 56 No MI 1.00E+17 2.25 20110501 11.75 2.22 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 520000 3141.67 360 359 7 0 0 0.25 7.25 XXXXXX XXXXXXX XX 00000 Single Family 520000 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 112170 736.12 360 359 7.625 0 0 0.25 7.875 XXXXXXXXX XX 00000 PUD 112170 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 216000 1192.50 360 358 6.25 0 0 0.375 6.625 Xxxxxx XX 00000 Single Family 216000 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 2 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GIII G03 540000 3037.50 360 359 6.5 0 0 0.25 6.75 XXXX XXXXX XX 00000 Single Family 540000 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 292600 1523.96 360 358 6 0 0 0.25 6.25 XXXXXXXX XX 00000 Condominium 292600 20060501 95 Radian Guaranty 1.00E+17 2.25 20110401 11.25 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GI G02 365150 2358.26 360 358 7.375 0 0 0.375 7.75 XXXXXXX XX 00000 Condominium 365150 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G01 686250 4432.03 360 359 7.5 0 0 0.25 7.75 XXX XXXXXXX XX 00000 Single Family 686250 20060601 75 No MI 1.00E+17 2.25 20110501 12.75 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G03 425200 2436.04 360 359 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 Single Family 425200 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G02 174930 1239.09 360 359 8.125 0 0 0.375 8.5 XXXXXX XXXXX XX 00000 2-4 Family 174930 20060601 70 No MI 1.00E+17 2.25 20110501 13.5 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 95900 639.33 360 358 7.625 0 0 0.375 8 Xxx Xxxxx XX 00000 Condominium 95900 20060501 79.98000336 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 129000 806.25 360 358 7.125 0 0 0.375 7.5 Xxxxxxx XX 0000 Single Family 129000 20060501 31.85000038 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GI G01 468000 2827.50 360 359 7 0 0 0.25 7.25 XXXXXXXXXX XX 00000 Condominium 468000 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 177305.71 1007.83 360 359 5.25 0 0 0.25 5.5 XXXXXXXXXX XX 00000 Single Family 177500 20060601 73.95999908 No MI 1.00E+17 2.25 20110501 10.5 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G03 344000 2150.00 360 360 7.125 0 0 0.375 7.5 Xxxxxxxx XX 0000 2-4 Family 344000 20060701 80 No MI 1.00E+17 2.25 20110601 12.5 2 1 First Lien Y 60 No_PP 360 60 N 20360601 AFL2
GII G02 200200 1146.98 360 359 6.5 0 0 0.375 6.875 Xxxxx Xxxxx XX 00000 PUD 200200 20060601 65 No MI 1.00E+17 2.25 20110501 12.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G03 463600.5 3009.50 360 359 6.5 0 0 0.25 6.75 XXXXXXXX XX 00000 Single Family 464000 20060601 73.65000153 No MI 1.00E+17 2.25 20110501 11.75 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G01 122901.14 537.90 360 359 5 0 0 0.25 5.25 XXXXX XX 00000 Single Family 122949 20060601 43.29000092 No MI 1.00E+17 2.25 20110501 10.25 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GI G03 160000 983.33 360 359 7 0 0 0.375 7.375 Xxx Xxxxx XX 00000 Single Family 160000 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G03 800000 4583.33 360 359 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 Condominium 800000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 316000 2040.83 360 358 7.5 0 0 0.25 7.75 XXXX XXXXXXXXXX XX 00000 2-4 Family 316000 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GII G02 206016 1201.76 360 358 6.625 0 0 0.375 7 Xxxxxxxx XX 00000 PUD 206016 20060501 80 No MI 1.00E+17 2.25 20110401 12 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G03 600000 3125.00 360 359 6 0 0 0.25 6.25 XXXXXXX XX 00000 Single Family 600000 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 215120 1411.73 360 359 7.625 0 0 0.25 7.875 XXXXXXX XX 00000 Condominium 215120 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 632000 3950.00 360 359 7.25 0 0 0.25 7.5 XXX XXXXXXX XX 00000 Single Family 632000 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GII G02 395920 2185.81 360 359 6.25 0 0 0.375 6.625 Xxxxxxxxxx XX 00000 Single Family 395920 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 425000 2434.90 360 359 6.5 0 0 0.375 6.875 XXXXXXX XX 00000 2-4 Family 425000 20060601 47.75 No MI 1.00E+17 2.25 20110501 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 220800 1426.00 360 359 7.375 0 0 0.375 7.75 tacamo XX 00000 Single Family 220800 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 66500 429.48 360 359 7.375 0 0 0.375 7.75 XXXXXX XX 00000 Single Family 66500 20060601 70 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GII G02 294950 1689.82 360 358 6.5 0 0 0.375 6.875 Xxxxxxxx XX 00000 Townhouse 294950 20060501 90 Radian Guaranty 1.00E+17 2.25 20110401 12.875 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 197600 1399.67 360 359 8.125 0 0 0.375 8.5 XX XXXXXX XX 00000 Single Family 197600 20060601 79.83999634 No MI 1.00E+17 2.25 20110501 13.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G01 312000 1592.50 360 359 5.875 0 0 0.25 6.125 XXXXX XX 00000 Single Family 312000 20060601 78 No MI 1.00E+17 2.25 20110501 11.125 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 208000 1170.00 360 358 6.375 0 0 0.375 6.75 Xxxx XX 00000 Single Family 208000 20060501 80 No MI 1.00E+17 2.75 20110401 12.75 2 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 511200 3035.25 360 358 6.875 0 0 0.25 7.125 XXX XXXXXXX XX 00000 2-4 Family 511200 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 2.375 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 143890.43 994.57 360 359 7.125 0 0 0.25 7.375 XXXXXXX XXXX XX 00000 2-4 Family 144000 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G02 148490.78 1078.90 360 357 7.5 0 0 0.375 7.875 XXXXXXX XX 00000 Single Family 148800 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 2 1 First Lien N 0 Prepay 360 60 N 20360301 AFL2
GIII G01 100000 500.00 360 359 5.75 0 0 0.25 6 XXXXXXX XXXX XX 00000 Single Family 100000 20060601 76.91999817 No MI 1.00E+17 2.25 20110501 11 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 191900 1019.47 360 359 6.125 0 0 0.25 6.375 XXXXXXXXXX XX 00000 Single Family 191900 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 141750 930.23 360 359 7.5 0 0 0.375 7.875 Xxx Xxxxx XX 00000 Single Family 141750 20060601 75 No MI 2.25 20110501 12.875 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 116800 815.17 360 357 8 0 0 0.375 8.375 XXXXXXXX XX 00000 Single Family 116800 20060401 80 No MI 1.00E+17 2.25 20110301 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G01 232568.16 1216.25 360 358 4.5 0 0 0.25 4.75 XXX XXXXX XX 00000 PUD 233156 20060501 75.69999695 No MI 1.00E+17 2.25 20110401 10.75 1.875 2 First Lien N 0 No_PP 360 60 N 20360401 ADN1
GIII G02 126800 673.63 360 359 6.125 0 0 0.25 6.375 XXXXXXX XXXXXXX XX 00000 Condominium 126800 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 85499.72 596.72 360 357 8 0 0 0.375 8.375 XXXXXXX XX 00000 Condominium 85500 20060401 75 No MI 1.00E+17 2.25 20110301 13.375 2 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G02 119999.45 762.50 360 358 7.25 0 0 0.375 7.625 XXXXXX XX 00000 Single Family 120000 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 244000 1702.92 360 359 8 0 0 0.375 8.375 XXXXXXXX XX 00000 PUD 244000 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 94500 649.69 360 359 7.875 0 0 0.375 8.25 St Xxxxxxxxxx XX 00000 Single Family 94500 20060601 70 No MI 1.00E+17 2.25 20110501 13.25 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GII G03 591200 3387.08 360 359 6.5 0 0 0.375 6.875 XXXXXX XX 00000 Single Family 591200 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GII G02 136000 779.17 360 360 6.5 0 0 0.375 6.875 Xxxxxxxx XX 00000 Single Family 136000 20060701 80 No MI 1.00E+17 2.25 20110601 11.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GII G02 223500 1257.19 360 358 6.375 0 0 0.375 6.75 Xxxxxx XX 00000 PUD 223500 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
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GI G02 213000 1442.19 360 358 7.75 0 0 0.375 8.125 Xxx Xxxxx XX 00000 PUD 213000 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 13.125 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
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GI G02 85200 594.62 360 358 8 0 0 0.375 8.375 Xxxxxx XX 00000 Condominium 85200 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
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GI G01 640000 4466.67 360 358 8 0 0 0.375 8.375 Xxxxxxxxx XX 00000 Condominium 640000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G01 860000 5643.75 360 357 7.5 0 0 0.375 7.875 Xxxxxx Xxxxx XX 00000 Single Family 860000 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G01 176850 1142.16 360 358 7.5 0 0 0.25 7.75 XXXXXXXX XX 00000 Single Family 176850 20060501 90 United Guaranty 1.00E+17 2.25 20110401 12.75 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
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GI G01 200000 1208.33 360 358 7 0 0 0.25 7.25 XXXXXXXX XX 00000 PUD 200000 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 237000 1596.71 360 360 6.75 0 0 0.375 7.125 XXXX XXXXX XX 00000 PUD 237000 20060701 64.75 No MI 1.00E+17 2.25 20160601 12.125 2 1 First Lien N 0 No_PP 360 120 N 20360601 AFL2
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GI G03 216000 1350.00 360 358 7.125 0 0 0.375 7.5 Xxxxxxxx XX 00000 PUD 216000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
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GI G01 475000 3117.19 360 359 7.625 0 0 0.25 7.875 XXXXXX XX 0000 Condominium 475000 20060601 74.80000305 No MI 1.00E+17 2.25 20110501 12.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
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GI G02 248000 1575.83 360 358 7.25 0 0 0.375 7.625 Xxxxxxxx XX 00000 PUD 248000 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
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XXXX G03 489150 2853.38 360 358 6.75 0 0 0.25 7 XXX XXXXX XX 00000 PUD 489150 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
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GIII G03 589650 2886.83 360 359 5.625 0 0 0.25 5.875 XXXXX XXXXXX XX 00000 PUD 589650 20060601 80 No MI 1.00E+17 2.25 20110501 10.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
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GII G02 178850 950.14 360 358 6 0 0 0.375 6.375 Xx Xxxx XX 00000 Single Family 178850 20060501 36.5 No MI 1.00E+17 2.25 20110401 11.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 199550 1309.55 360 357 7.5 0 0 0.375 7.875 Xxxxxxx XX 00000 2-4 Family 199550 20060401 65 No MI 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G01 400000 2416.67 360 359 7 0 0 0.25 7.25 XXXXXXXXX XX 00000 Single Family 400000 20060601 57.97000122 No MI 1.00E+17 2.25 20110501 12.25 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 217454 1336.44 360 360 7 0 0 0.375 7.375 ST XXXX TX 75098 PUD 217454 20060701 80 No MI 1.00E+17 2.25 20110601 12.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 195828 1060.73 360 358 6.125 0 0 0.375 6.5 Xxxxxxx XX 00000 Condominium 195828 20060501 65 No MI 1.00E+17 2.375 20080401 11.5 1.875 1 First Lien Y 120 No_PP 360 24 N 20360401 AFL2
GIII G01 243751.23 1443.35 360 359 5.625 0 0 0.25 5.875 XXXXXXXX XX 00000 PUD 244000 20060601 80 No MI 1.00E+17 2.25 20110501 10.875 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G03 153247.2 1060.88 360 357 7 0 0 0.375 7.375 Xxxxxx XX 00000 PUD 153600 20060401 80 No MI 1.00E+17 2.25 20110301 12.375 2 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GII G02 225000 1242.19 360 358 6.25 0 0 0.375 6.625 Xxxxxx Xxxx Xxxxxx XX 00000 PUD 225000 20060501 56.25 No MI 1.00E+17 2.25 20110401 12.625 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 328800 1918.00 360 358 6.75 0 0 0.25 7 XXXXXXX XX 00000 PUD 328800 20060501 80 No MI 1.00E+17 2.25 20110401 12 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 315200 1707.33 360 360 6.25 0 0 0.25 6.5 XXXXX XXXXXX XX 00000 PUD 315200 20060701 80 No MI 1.00E+17 2.25 20110601 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G02 235800 1352.08 360 359 6.625 0 0 0.25 6.875 XXX XXXXXXX XX 00000 Single Family 236000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 109402.76 710.81 360 358 6.5 0 0 0.25 6.75 XXXXX XX 00000 Condominium 109592 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 2 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GII G02 276000 1581.25 360 358 6.5 0 0 0.375 6.875 Hilton Xxxx Xxxxxx XX 00000 PUD 276000 20060501 64.94000244 No MI 1.00E+17 2.25 20110401 12.875 2 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G01 77520 508.73 360 359 7.625 0 0 0.25 7.875 XXXXX XX 00000 Condominium 77520 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G01 250392 1199.80 360 359 5.5 0 0 0.25 5.75 # 141 ESCOCA 92027 Condominium 250392 20060601 80 No MI 1.00E+17 2.25 20110501 10.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 162973.11 882.77 360 358 6.125 0 0 0.375 6.5 Xxxxxx Xxxx Xxxxxx XX 00000 Condominium 163000 20060501 71.48999786 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 123935.8 658.41 360 358 6.125 0 0 0.25 6.375 XXX XXXXX XX 00000 Condominium 124000 20060501 80 No MI 1.00E+17 2.25 20110401 11.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 174226.38 1045.62 360 359 5.75 0 0 0.25 6 XXXXX XXXXX XX 00000 Single Family 174400 20060601 80 No MI 1.00E+17 2.25 20110501 11 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G02 171192 998.62 360 358 6.75 0 0 0.25 7 XXX XXXXX XX 00000 Condominium 171192 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GII G02 176350 1010.34 360 359 6.5 0 0 0.375 6.875 Xxxxxxx XX 00000 PUD 176350 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 335250 1885.78 360 358 6.375 0 0 0.375 6.75 Xxxxxxxxx XX 00000 PUD 335250 20060501 75 No MI 2.25 20110401 11.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G01 269189.6 1618.79 360 357 5.75 0 0 0.25 0 XXXX XXXXXXXX XX 0000 Single Family 270000 20060401 67.5 No MI 1.00E+17 2.25 20110301 11 1.875 2 First Lien N 0 No_PP 360 60 N 20360301 ADN1
GIII G01 115596.17 626.17 360 359 5.82 0.43 0 0.25 6.5 XXXXXXXXX XX 00000 Single Family 115600 20060601 85 United Guaranty 1.00E+17 2.875 20110501 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 123920 748.68 360 359 7 0 0 0.25 7.25 XXXXX XX 00000 Condominium 123920 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 2.195 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 124500 687.34 360 359 6.375 0 0 0.25 6.625 XXXXX XX 00000 Single Family 124500 20060601 50 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G01 247500 1366.41 360 358 5.885 0.49 0 0.25 6.625 XXXXXXX XX 0000 Single Family 247500 20060501 90 Republic MIC 1.00E+17 2.875 20110401 11.625 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GI G01 245700 1561.22 360 358 6.845 0.53 0 0.25 7.625 XXXXXXXX XX 0000 Single Family 245700 20060501 90 Republic MIC 1.00E+17 2.875 20110401 12.625 2.135 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G03 264000 1650.00 360 358 7.125 0 0 0.375 7.5 XXXXX XX 00000 Single Family 264000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2.095 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G03 1995000 11845.31 360 357 6.75 0 0 0.375 7.125 Xxxxxxx Xxxxx XX 00000 Single Family 1995000 20060401 62.34000015 No MI 1.00E+17 2.25 20110301 13.125 1.875 2 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G01 1000000 6562.50 360 359 7.5 0 0 0.375 7.875 XXXXXXXXX XX 00000 Single Family 1000000 20060601 68.97000122 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G03 184000 1092.50 360 357 6.75 0 0 0.375 7.125 Xxxxxxx XX 00000 Single Family 184000 20060401 80 No MI 1.00E+17 2.25 20110301 12.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 264000 1677.50 360 358 7.25 0 0 0.375 7.625 Xxxxxx XX 00000 Single Family 264000 20060501 80 No MI 1.00E+17 2.25 20110401 13.625 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G01 306960 1598.75 360 358 6 0 0 0.25 6.25 XXXXXXXX XX 00000 PUD 306960 20060501 80 No MI 1.00E+17 2.25 20110401 11.25 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 408000 2635.00 360 357 7.375 0 0 0.375 7.75 Xxxxxxx XX 00000 Single Family 408000 20060401 80 No MI 1.00E+17 2.25 20110301 12.75 2 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G03 332800 2080.00 360 358 7.125 0 0 0.375 7.5 Xxxxxxx XX 0000 Single Family 332800 20060501 80 No MI 1.00E+17 2.25 20110401 13.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G01 397500 1987.50 360 359 5.75 0 0 0.25 6 XXXXXXXX XXXXX XX 00000 Single Family 397500 20060601 75 No MI 1.00E+17 2.25 20110501 11 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 282000 1556.88 360 360 6.375 0 0 0.25 6.625 XXXXXX XX 00000 Single Family 282000 20060701 75.19999695 No MI 1.00E+17 2.25 20110601 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G01 243600 1192.63 360 358 5.385 0.24 0 0.25 5.875 XXXXXXXXX XX 00000 PUD 243600 20060501 84.29000092 Republic MIC 1.00E+17 2.625 20110401 10.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 55964.29 420.71 360 359 7.875 0 0 0.375 8.25 XXXXXXXXXXXX XX 00000 Single Family 56000 20060601 70 No MI 1.00E+17 2.25 20110501 13.25 2.135 1 First Lien N 0 Prepay 360 60 N 20360501 AFL2
GII G03 255500 1543.65 360 358 6.875 0 0 0.375 7.25 Xxxxxxxxxx Xxxx XX 00000 Single Family 255500 20060501 70 No MI 1.00E+17 2.25 20110401 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 417000 2345.63 360 358 6.375 0 0 0.375 6.75 Xxxxxx Xxxx XX 00000 PUD 417000 20060501 68.36000061 No MI 1.00E+17 2.25 20110401 12.75 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G01 320000 2000.00 360 359 7.25 0 0 0.25 7.5 XXXXXXXX XX 00000 Single Family 320000 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 115847.25 587.75 360 359 4.25 0 0 0.25 4.5 XXX XXXXX XX 00000 Condominium 116000 20060601 72.05000305 No MI 1.00E+17 2.25 20110501 9.5 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G02 135318 888.02 360 358 7.5 0 0 0.375 7.875 Xxxxxxxx XX 00000 PUD 135318 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 315250 1707.60 360 358 6.125 0 0 0.375 6.5 XXXXXX XX 00000 PUD 315250 20060501 65 No MI 1.00E+17 2.25 20110401 12.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 280787.59 1871.16 360 358 6.75 0 0 0.25 7 XXXXX XX 00000 Single Family 281250 20060501 75 No MI 1.00E+17 2.25 20110401 12 1.875 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GIII G03 401050 1879.92 360 359 5.375 0 0 0.25 5.625 XXXXXXX XX 00000 Single Family 401050 20060601 65 No MI 1.00E+17 2.25 20110501 10.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 307420 1921.38 360 359 7.125 0 0 0.375 7.5 XXXXXXXXX XX 00000 Townhouse 307420 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 2 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G02 183240 1011.64 360 358 6.375 0 0 0.25 6.625 XXXXXXX XX 00000 PUD 183240 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 181335.93 1147.20 360 359 6.25 0 0 0.25 6.5 XXXXXX XXXX XX 00000 PUD 181500 20060601 75 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G01 525600 3777.75 360 359 8.25 0 0 0.375 8.625 Xxxxx Xxxx XX 00000 Single Family 525600 20060601 80 No MI 1.00E+17 2.25 20110501 13.625 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 158080 1020.93 360 357 7.375 0 0 0.375 7.75 Xxxxxxxx XX 00000 Single Family 158080 20060401 80 No MI 1.00E+17 2.25 20110301 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G02 137600 788.33 360 357 6.5 0 0 0.375 6.875 Xxxxxxxxx XX 00000 PUD 137600 20060401 80 No MI 1.00E+17 2.25 20110301 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G02 116359 666.64 360 357 6.5 0 0 0.375 6.875 XXXXXX XX 00000 PUD 116359 20060401 65 No MI 1.00E+17 2.25 20110301 12.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G01 330000 1993.75 360 359 7 0 0 0.25 7.25 XXXXXX XX 00000 Single Family 330000 20060601 70.20999908 No MI 1.00E+17 2.25 20110501 12.25 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 277327.28 1943.47 360 357 6.59 0.66 0 0.25 7.5 XXXXXXXXXXX XX 0000 Single Family 277950 20060401 85 PMI 1.00E+17 3.25 20110301 13.5 2 2 First Lien N 0 Prepay 360 60 N 20360301 ADN1
GII G02 263000 1479.38 360 358 6.375 0 0 0.375 6.75 XXXXXXX XX 00000 Single Family 263000 20060501 74.08000183 No MI 1.00E+17 2.25 20110401 11.75 2.34 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G03 71969.36 485.65 360 358 6.75 0 0 0.375 7.125 Xxxxx Xxxxxxx XX 00000 2-4 Family 72085 20060501 65 No MI 1.00E+17 2.25 20110401 12.125 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GII G02 364000 2123.33 360 358 6.625 0 0 0.375 7 Xxxxxx Xxxx Xxxxxx XX 00000 Condominium 364000 20060501 65 No MI 2.25 20110401 12 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 288625.98 1833.98 360 358 7.25 0 0 0.375 7.625 Xxxxxxx XX 00000 PUD 288626 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G03 390000 1909.38 360 359 5.625 0 0 0.25 5.875 XXX XXXXX XX 00000 PUD 390000 20060601 64.45999908 No MI 1.00E+17 2.25 20110501 10.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GII G02 325000 1760.42 360 358 6.125 0 0 0.375 6.5 Xxxxxx Xxxx Xxxxxx XX 00000 Condominium 325000 20060501 59.09000015 No MI 1.00E+17 2 20110401 11.5 2 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GIII G01 364650 1899.22 360 358 6 0 0 0.25 6.25 XXXXXXXXX XX 00000 PUD 364650 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 11.25 1.625 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 204823.5 1329.63 360 359 6.5 0 0 0.25 6.75 XXXXXXXX XX 00000 Single Family 205000 20060601 73.20999908 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GII G02 191000 1114.17 360 358 6.625 0 0 0.375 7 Xxxxxx Xxxx Xxxxxx XX 00000 Condominium 191000 20060501 65.41000366 No MI 1.00E+17 2.25 20110401 12 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 325550 1797.31 360 358 6.375 0 0 0.25 6.625 XXXXXX XXX XX 00000 PUD 325550 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 11.625 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 334858 1709.17 360 350 5.345 0.53 0 0.25 6.125 XXXXXXXXXXXXXX XX 00000 PUD 334858 20050901 90 Republic MIC 1.00E+17 2.75 20100801 11.125 2 2 First Lien Y 60 No_PP 360 60 N 20350801 ADN1
GI G02 260000 1751.67 360 360 6.75 0 0 0.375 7.125 XXXX XXXXX XX 00000 PUD 260000 20060701 65 No MI 1.00E+17 2.25 20160601 12.125 1.97 1 First Lien N 0 No_PP 360 120 N 20360601 AFL2
GII G02 168750 949.22 360 358 6.375 0 0 0.375 6.75 Xxxxxx Xxxx Xxxxxx XX 00000 Condominium 168750 20060501 75 No MI 1.00E+17 2.25 20110401 12.75 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 327758.12 2052.45 360 356 6.125 0 0 0.25 6.375 XXXXX XXXX XX 00000 Single Family 328986.32 20060301 79.26999664 No MI 0 2.25 20110201 11.375 1.875 2 First Lien N 0 No_PP 360 60 N 20360201 ADN1
GII G03 185200 1118.92 360 358 6.875 0 0 0.375 7.25 Xxxxxxx XX 00000 Single Family 185200 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G01 77575.41 395.96 360 358 5.385 0.49 0 0.25 6.125 XXXXX XX 00000 Single Family 77580 20060501 90 Republic MIC 1.00E+17 2.875 20110401 11.125 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 177600 1128.50 360 357 7.25 0 0 0.375 7.625 XXX XXXXX XX 00000 Single Family 177600 20060401 80 No MI 1.00E+17 2.25 20110301 12.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GIII G01 311681.9 1845.60 360 359 5.625 0 0 0.25 5.875 XXXXXXXXXX XX 00000 PUD 312000 20060601 80 No MI 1.00E+17 2.25 20110501 10.875 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G01 233800 1144.65 360 358 5.625 0 0 0.25 5.875 XXXXXXXX XX 00000 PUD 233800 20060501 63.18999863 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G02 259760 1758.79 360 359 7.75 0 0 0.375 8.125 XX XXXXXX XX 00000 PUD 259760 20060601 80 No MI 1.00E+17 2.25 20110501 13.125 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 132900 927.53 360 359 8 0 0 0.375 8.375 XXXXXXXXXX XX 00000 Single Family 132900 20060601 74.98999786 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G02 240787.37 1543.15 360 359 6.375 0 0 0.25 6.625 XXXXXX XXXX XX 00000 Single Family 241000 20060601 57.38000107 No MI 1.00E+17 2.25 20110501 11.625 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G01 308000 1572.08 360 359 5.875 0 0 0.25 6.125 XXXXXX XXXXX XX 00000 PUD 308000 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G01 228000 1116.25 360 358 5.305 0.32 0 0.25 5.875 XXXXXXX XXXXX XX 00000 Single Family 228000 20060501 89.41000366 YES 1.00E+17 2.75 20110401 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 112383.01 674.49 360 359 5.75 0 0 0.25 6 XXXXXXXXXX XX 00000 Single Family 112500 20060601 68.18000031 No MI 1.00E+17 2.25 20110501 11 2.18 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G03 121600 595.33 360 358 5.625 0 0 0.25 5.875 XXXXX XXXXXXXX XX 00000 Condominium 121600 20060501 80 No MI 1.00E+17 2.25 20110401 10.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 119200 844.33 360 359 8.125 0 0 0.375 8.5 Xxxxxxxxx XX 00000 Single Family 119200 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 2 1 First Lien Y 60 No_PP 360 60 N 20360501 AFL2
GI G03 180000 1275.00 360 360 8.125 0 0 0.375 8.5 XXXX XX 00000 PUD 180000 20060701 80 No MI 1.00E+17 2.25 20110601 13.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 124000 839.58 360 357 7.75 0 0 0.375 8.125 Xxxxxxxxxx Xxxxx XX 00000 Single Family 124000 20060401 77.5 No MI 1.00E+17 2.25 20110301 13.125 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G03 126700 778.68 360 357 7 0 0 0.375 7.375 Xxxxx Xxxxxxxx XX 00000 PUD 126700 20060401 70 No MI 1.00E+17 2.25 20110301 13.375 1.875 2 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G02 55964.29 420.71 360 359 7.875 0 0 0.375 8.25 XXXXXXXXXXXX XX 00000 Single Family 56000 20060601 70 No MI 1.00E+17 2.25 20110501 13.25 1.875 1 First Lien N 0 Prepay 360 60 N 20360501 AFL2
GII G02 110000 618.75 360 357 6.375 0 0 0.375 6.75 Xxxxxxxx XX 00000 Single Family 110000 20060401 80 No MI 1.00E+17 2.25 20110301 11.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 346250 2344.40 360 358 7.75 0 0 0.375 8.125 Xxxxxxxxxx XX 00000 PUD 346250 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 13.125 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G01 186096.47 1162.08 360 359 5.775 0.35 0 0.25 6.375 SPIRIT XXXX XX 00000 Single Family 186269 20060601 83.90000153 PMI 1.00E+17 2.75 20110501 11.375 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GII G02 234380 1342.80 360 358 6.5 0 0 0.375 6.875 Hilton Xxxx Xxxxxx XX 00000 PUD 234380 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2.15 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 164000 956.67 360 358 6.75 0 0 0.25 7 XXXXXX XX 00000 Single Family 164000 20060501 80 No MI 1.00E+17 2.25 20110401 13 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G02 292800 1586.00 360 359 6.25 0 0 0.25 6.5 XXXXXXXXX XX 00000 Single Family 292800 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 145600 940.33 360 358 7.5 0 0 0.25 7.75 XXXXXX XX 00000 Condominium 145600 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G03 206800 1292.50 360 358 7.125 0 0 0.375 7.5 Xxxxxxxx XX 00000 Condominium 206800 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 328000 1845.00 360 358 6.375 0 0 0.375 6.75 Xxxxxx Xxxx Xxxxxx XX 00000 PUD 328000 20060501 61.31000137 No MI 1.00E+17 2.25 20110401 12.75 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G01 158000 806.46 360 359 5.875 0 0 0.25 6.125 BRICK NJ 8724 PUD 158000 20060601 67.51999664 No MI 1.00E+17 2.25 20110501 11.125 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GIII G02 360000 2025.00 360 359 6.5 0 0 0.25 6.75 XXXXX XXXXXX XX 00000 Single Family 360000 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G01 103501.7 637.88 360 359 6 0 0 0.25 6.25 XXXXXXXXXXXXXX XX 00000 Single Family 103600 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
GII G02 224800 1194.25 360 356 6 0 0 0.375 6.375 Xxxxxxxxx XX 00000 PUD 224800 20060301 80 No MI 1.00E+17 2.25 20110201 12.375 2 2 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GII G03 131000 777.81 360 358 6.75 0 0 0.375 7.125 Xxxx XX 00000 Townhouse 131000 20060501 73.59999847 No MI 1.00E+17 2.25 20110401 12.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 111200 660.25 360 359 6.75 0 0 0.375 7.125 XXXXXXXXXX XX 00000 Single Family 111200 20060601 80 No MI 1.00E+17 2.25 20110501 12.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 94760 671.22 360 359 8.125 0 0 0.375 8.5 XXXXXX XX 00000 PUD 94760 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GI G03 238000 1462.71 360 359 7 0 0 0.375 7.375 XXXXXXXX XX 00000 PUD 238000 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 172725 1097.52 360 359 7.25 0 0 0.375 7.625 Xxxx Xxxxxx XX 00000 PUD 172725 20060601 70 No MI 1.00E+17 2.25 20110501 12.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 178400 1170.75 360 359 7.5 0 0 0.375 7.875 Walla Xxxxx XX 00000 Single Family 178400 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G03 116102 713.54 360 358 7 0 0 0.375 7.375 Xxxx Xxxxx XX 00000 PUD 116102 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 146400 808.25 360 358 6.375 0 0 0.25 6.625 XXXXXXXXX XX 00000 PUD 146400 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 1.875 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G01 250816.08 1593.77 360 358 6.635 0.74 0 0.25 7.625 XXXXXXX XX 00000 PUD 250828.5 20060501 95 GE Capital MI 1.00E+17 3.25 20110401 12.625 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 175688.58 1126.95 360 358 6.375 0 0 0.25 6.625 XXXXX XX 00000 Single Family 176000 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 2.26 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GI G03 399458.33 2455.00 360 358 7 0 0 0.375 7.375 Xxxxxx XX 00000 Single Family 400000 20060501 54.79000092 No MI 1.00E+17 2.25 20110401 12.375 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 136359.95 767.02 360 358 6.5 0 0 0.25 6.75 XXXXXXX XXX XX 00000 Condominium 136360 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
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GIII G02 200000 1104.17 360 358 6.375 0 0 0.25 6.625 XXXXX XX 00000 PUD 200000 20060501 75.47000122 No MI 1.00E+17 2.25 20110401 11.625 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
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GI G03 209600 1288.17 360 359 7 0 0 0.375 7.375 Xxxxxx Xxxx XX 00000 Single Family 209600 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 2 1 First Lien Y 60 No_PP 360 60 N 20360501 AFL2
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GIII G02 156750 947.03 360 358 7 0 0 0.25 7.25 XXXXXXXXXX XX 00000 Single Family 156750 20060501 75 No MI 1.00E+17 2.25 20110401 12.25 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
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GI G02 236350 1575.67 360 360 7.625 0 0 0.375 8 XXXX XX 00000 PUD 236350 20060701 79.98999786 No MI 2.25 20110601 13 2 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GIII G01 256000 1333.33 360 359 6 0 0 0.25 6.25 XXXXXXXXXX XX 00000 PUD 256000 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 Xxxxx Xxxx X 000 Xx_XX 000 00 X 00000000 XXX0
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GI G02 348800 2289.00 360 359 7.5 0 0 0.375 7.875 XXXXXXXXXXX XX 00000 Single Family 348800 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
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GI G02 290200 2025.35 360 358 8 0 0 0.375 8.375 Xxxxxxxx XX 00000 PUD 290200 20060501 79.98000336 No MI 2.25 20110401 13.375 2 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
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GI G02 234532 1539.12 360 354 7.5 0 0 0.375 7.875 XXXXXXX XX 00000 Condominium 234532 20060101 80 No MI 1.00E+17 2.25 20101201 12.875 2 1 First Lien Y 120 No_PP 360 60 N 20351201 AFL2
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GI G03 115500 709.84 360 360 7 0 0 0.375 7.375 Xxxxxxx XX 00000 Single Family 115500 20060701 70 No MI 1.00E+17 2.25 20110601 12.375 2 1 First Lien Y 60 No_PP 360 60 N 20360601 AFL2
GIII G03 179100 932.81 360 358 6 0 0 0.25 6.25 XXXXXXXXXX XX 0000 Condominium 179250 20060501 75 No MI 1.00E+17 2.25 20110401 11.25 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
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GI G02 191883.69 1476.31 360 359 8.125 0 0 0.375 8.5 XXXXX XX 00000 PUD 192000 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 1.875 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
GI G02 127545.17 956.59 360 354 8.625 0 0 0.375 9 Xxxxxx XX 00000 Single Family 127612 20060101 70 No MI 1.00E+17 2.25 20101201 14 1.875 1 First Lien Y 120 No_PP 360 60 N 20351201 AFL2
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GIII G01 109393.58 665.33 360 359 5.875 0 0 0.25 6.125 XXXXXXX XX 00000 Single Family 109500 20060601 75 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
GI G03 125643 785.27 360 359 7.125 0 0 0.375 7.5 XXXXX XX 00000 PUD 125643 20060601 75 No MI 1.00E+17 2.25 20110501 12.5 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 119200 794.67 360 359 7.625 0 0 0.375 8 Xxxxxxxxx XX 00000 Single Family 119200 20060601 80 No MI 1.00E+17 2.25 20110501 13 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 311700 1948.13 360 360 7.125 0 0 0.375 7.5 XXXXXX XX 00000 PUD 311700 20060701 75 No MI 1.00E+17 2.25 20110601 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
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GI G02 178447 1189.65 360 359 7.625 0 0 0.375 8 XXXXX XX 00000 2-4 Family 178447 20060601 75 No MI 1.00E+17 2.25 20110501 13 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 176000 1118.33 360 357 7.25 0 0 0.375 7.625 Xxxx XX 00000 Single Family 176000 20060401 80 No MI 1.00E+17 2.25 20110301 12.625 1.875 1 First Lien Y 60 Prepay 360 60 N 20360301 AFL2
GII G02 192444 1122.59 360 357 6.625 0 0 0.375 7 XXXXXXXXXXXXX XX 00000 PUD 192444 20060401 80 No MI 1.00E+17 2.25 20110301 12 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
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GII G03 240000 1450.00 360 357 6.875 0 0 0.375 7.25 Xxxxxxxx XX 00000 Single Family 240000 20060401 80 No MI 2.25 20110301 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 78228.69 554.91 360 357 7.25 0 0 0.375 7.625 Xxxxxx XX 00000 Single Family 78400 20060401 70 No MI 1.00E+17 2.25 20110301 12.625 1.875 1 First Lien N 0 Prepay 360 60 N 20360301 AFL2
GIII G02 275756.49 1767.26 360 359 6.375 0 0 0.25 6.625 XXXXX XX 00000 PUD 276000 20060601 57.86000061 No MI 1.00E+17 2.25 20110501 11.625 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G02 191900 1219.36 360 359 7.25 0 0 0.375 7.625 XXXX XXXXX XXXXX XX 00000 Single Family 191900 20060601 79.98999786 No MI 1.00E+17 2.25 20110501 12.625 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 104000 704.17 360 358 7.75 0 0 0.375 8.125 XXXXX XX 00000 Single Family 104000 20060501 80 No MI 2.25 20110401 13.125 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 183750 1205.86 360 358 7.5 0 0 0.375 7.875 Xxxxxxx XX 00000 Single Family 183750 20060501 75 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
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GIII G01 296955.5 1577.58 360 357 5.635 0.49 0 0.25 6.375 STONEHAM ME 4231 Single Family 297000 20060401 90 Republic MIC 1.00E+17 2.875 20110301 11.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 136000 722.50 360 359 6.125 0 0 0.25 6.375 XXXXXXXXX XX 00000 Single Family 136000 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2.135 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G02 95938.03 539.65 360 358 6.375 0 0 0.375 6.75 Xxxxxxxxx XX 00000 Single Family 96000 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G02 191747.97 1425.59 360 358 7.75 0 0 0.375 8.125 Xxxxx XX 00000 2-4 Family 192000 20060501 80 No MI 1.00E+17 2.25 20110401 13.125 2 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GI G01 1928191.68 14673.95 360 358 8 0 0 0.375 8.375 Xxxxx Xxxx XX 00000 Single Family 1930600 20060501 70 No MI 1.00E+17 3.875 20080401 13.375 1.875 1 First Lien N 0 Prepay 360 24 N 20360401 AFL2
GIII G02 276000 1581.25 360 359 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 PUD 276000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 3.5 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 143920 899.50 360 358 7.125 0 0 0.375 7.5 Xxx Xxxxx XX 00000 Single Family 143920 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 241500 1509.38 360 353 7.125 0 0 0.375 7.5 Xxxxxxxxxxxxx XX 00000 Single Family 241500 20051201 70 No MI 1.00E+17 7.5 20101101 12.5 1.875 1 First Lien Y 60 No_PP 360 60 N 20351101 AFL2
GIII G02 88000 458.33 360 358 6 0 0 0.25 6.25 XXXXXX XXXX XX 00000 Single Family 88000 20060501 80 No MI 1.00E+17 2.25 20110401 11.25 7.125 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
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GIII G02 123770.93 735.27 360 358 6.875 0 0 0.25 7.125 XXXXXXX XX 00000 Condominium 123900 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 12.125 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GIII G02 94392 619.45 360 358 7.625 0 0 0.25 7.875 XXXXX XX 00000 Condominium 94392 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G03 124868 754.41 360 358 6.875 0 0 0.375 7.25 Xxxxxx Xxxxxx XX 00000 PUD 124868 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 155992 1023.70 360 358 7.625 0 0 0.25 7.875 XXXXXXXXX XX 00000 PUD 155992 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G03 417000 2606.25 360 358 7.125 0 0 0.375 7.5 Xxx Xxxxx XX 00000 PUD 417000 20060501 78.68000031 No MI 1.00E+17 2.25 20110401 12.5 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G03 258400 1588.08 360 358 7 0 0 0.375 7.375 XXXXX XXXXXX XX 00000 Single Family 258400 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 292250 1917.89 360 360 7.5 0 0 0.375 7.875 XX XXXX XX 00000 2-4 Family 292250 20060701 70 No MI 1.00E+17 2.25 20110601 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 125200 821.63 360 358 7.5 0 0 0.375 7.875 Xxxxxx XX 00000 Single Family 125200 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 105000 656.25 360 357 7.125 0 0 0.375 7.5 Xxxxxx XX 00000 Single Family 105000 20060401 75 No MI 1.00E+17 2.25 20110301 12.5 1.875 1 First Lien Y 60 Prepay 360 60 N 20360301 AFL2
GIII G02 242800 1517.50 360 358 6.76 0.49 0 0.25 7.5 XXXXXXX XX 00000 Condominium 242800 20060501 89.93000031 Republic MIC 1.00E+17 2.875 20110401 12.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 229475.29 1689.57 360 355 7.625 0 0 0.375 8 Xxxxxx XX 00000 Single Family 230260 20060201 80 No MI 1.00E+17 2.25 20110101 13 2.135 1 First Lien N 0 No_PP 360 60 N 20360101 AFL2
GI G03 308000 1925.00 360 359 7.125 0 0 0.375 7.5 XXXXXX XX 00000 Single Family 308000 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G02 173520 1120.65 360 359 7.5 0 0 0.25 7.75 XXXXXX XX 00000 PUD 173520 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 191597 1077.73 360 358 6.5 0 0 0.25 6.75 XXXXXXXXX XX 00000 PUD 191597 20060501 49.13000107 No MI 1.00E+17 2.25 20110401 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 53162.45 381.13 360 359 7.375 0 0 0.375 7.75 Xxxxx Xxxxxxx XX 00000 Single Family 53200 20060601 70 No MI 1.00E+17 2.25 20110501 12.75 2 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
GII G02 367999.96 2108.33 360 357 6.625 0 0 0.25 6.875 Xxxxxxx XX 00000 Single Family 368000 20060401 79.13999939 No MI 1.00E+17 2.25 20110301 11.875 1.875 2 First Lien Y 60 No_PP 360 60 N 20360301 AFL2
GIII G02 286000 1847.08 360 358 7.5 0 0 0.25 7.75 XXXX XX 00000 Single Family 286000 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G01 456000 3087.50 360 358 7.75 0 0 0.375 8.125 Xxxx Xxxxxx XX 00000 Single Family 456000 20060501 80 No MI 2.25 20110401 13.125 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GII G03 119992 712.45 360 358 6.75 0 0 0.375 7.125 Xxxxxxxx Xxxxx XX 00000 Condominium 119992 20060501 80 No MI 1.00E+17 2.25 20110401 13.125 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 77550.52 582.98 360 359 7.875 0 0 0.375 8.25 Xxxxx XX 00000 Single Family 77600 20060601 80 No MI 1.00E+17 2.25 20110501 13.25 1.875 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
GI G03 170140 1063.38 360 359 7.125 0 0 0.375 7.5 Xxx Xxxxxxx XX 00000 PUD 170140 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 2.375 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GII G02 77000 441.15 360 359 6.5 0 0 0.375 6.875 Xxxxxxxx XX 00000 Single Family 77000 20060601 53.47000122 No MI 1.00E+17 2.75 20110501 12.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G01 488000 3151.67 360 360 7.375 0 0 0.375 7.75 XXX XXXXXXX XX 00000 Single Family 488000 20060701 80 No MI 1.00E+17 2.25 20110601 13.75 1.875 2 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GII G02 292956.8 1678.40 360 358 6.5 0 0 0.375 6.875 Xxxx Xxxxx XX 00000 Condominium 292956.8 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 115600 758.63 360 359 7.5 0 0 0.375 7.875 XXXXXXX XX 00000 PUD 115600 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 120000 850.00 360 360 8.125 0 0 0.375 8.5 XXXXXXXXX XX 00000 PUD 120000 20060701 80 No MI 1.00E+17 2.25 20110601 13.5 1.875 1 First Lien Y 60 Prepay 360 60 N 20360601 AFL2
GI G01 432000 2790.00 360 356 7.375 0 0 0.375 7.75 Xxxxxxx XX 00000 PUD 432000 20060301 80 No MI 1.00E+17 2.25 20110201 12.75 1.875 1 First Lien Y 60 Prepay 360 60 N 20360201 AFL2
GI G03 74550 465.94 360 358 7.125 0 0 0.375 7.5 Xxxxxxxxx XX 00000 Single Family 74550 20060501 70 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 172000 967.50 360 359 6.375 0 0 0.375 6.75 Xxxxxxxxxxx XX 00000 PUD 172000 20060601 80 No MI 1.00E+17 2.75 20110501 12.75 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
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XXXX G02 136000 750.83 360 359 6.375 0 0 0.25 6.625 XXXXXXX XXXXX XX 00000 Condominium 136000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
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GI G01 82320 505.93 360 358 7.125 0 0 0.25 7.375 XXXXXXX XXXXX XX 00000 Condominium 82320 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GII G02 101600 550.33 360 358 6.125 0 0 0.375 6.5 Xxxxxxxx XX 00000 Single Family 101600 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 120000 700.00 360 358 6.625 0 0 0.375 7 Xxxxxxx XX 00000 Single Family 120000 20060501 80 No MI 1.00E+17 2.25 20110401 12 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GIII G02 304000 1963.33 360 359 7.5 0 0 0.25 7.75 XXXXXXXXXXX XX 00000 Single Family 304000 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
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GI G02 134000 851.46 360 359 7.25 0 0 0.375 7.625 XXXXXXXX XX 00000 Single Family 134000 20060601 80 No MI 1.00E+17 2.25 20110501 12.625 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G02 150720 894.90 360 358 6.875 0 0 0.25 7.125 XXXXXXXX XX 00000 Condominium 150720 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
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GII G03 308000 1828.75 360 358 6.75 0 0 0.375 7.125 XXXXXXXXXXX XX 00000 Townhouse 308000 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 151743 1027.43 360 356 7.75 0 0 0.375 8.125 XXXXXXX XX 00000 PUD 151743 20060301 80 No MI 2.25 20110201 13.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
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GII G02 180550 996.79 360 357 6.25 0 0 0.375 6.625 XXXXXXX XX 00000 PUD 180550 20060401 79.98000336 No MI 1.00E+17 2.25 20110301 11.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
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GIII G01 259000 1402.92 360 358 5.86 0.39 0 0.25 6.5 XXXX X XXXXX XX 00000 PUD 259000 20060501 89.33999634 Republic MIC 1.00E+17 2.75 20110401 11.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
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GI G01 596000 4097.50 360 358 7.875 0 0 0.375 8.25 XXXXXXXXX XX 00000 Townhouse 596000 20060501 80 No MI 1.00E+17 2.25 20110401 13.25 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G02 291000 2091.56 360 359 8.25 0 0 0.375 8.625 Xxxxxx XX 00000 PUD 291000 20060601 75 No MI 1.00E+17 2.25 20110501 13.625 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
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GIII G02 142720 787.93 360 358 6.375 0 0 0.25 6.625 XXXXX XX 00000 Condominium 142720 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 95741 638.27 360 357 7.625 0 0 0.375 8 XXXXXXXX XX 00000 Single Family 95741 20060401 80 No MI 1.00E+17 2.25 20110301 13 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
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GII G02 283992 1656.62 360 359 6.625 0 0 0.375 7 Xxxxxxx XX 00000 PUD 283992 20060601 80 No MI 1.00E+17 2.25 20110501 13 1.875 2 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 382400 2668.83 360 359 8 0 0 0.375 8.375 Xxxxxxxx XX 00000 Condominium 382400 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 Xxxxx Xxxx X 000 Xx_XX 000 00 X 00000000 XXXX
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GI G03 107900 745.24 360 360 7 0 0 0.375 7.375 Xxxxxxxxxxx XX 0000 Condominium 107900 20060701 79.98999786 No MI 1.00E+17 2.25 20110601 12.375 1.875 1 First Lien N 0 No_PP 360 60 N 20360601 AFL2
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GII G02 216000 1237.50 360 357 6.5 0 0 0.375 6.875 Xxxxxx XX 00000 Condominium 216000 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 2 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G02 348000 1848.75 360 359 6.125 0 0 0.25 6.375 XXXXXXXXXX XX 00000 Single Family 348000 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 103992 725.78 360 358 8 0 0 0.375 8.375 XXXX XXXXX XX 00000 Townhouse 103992 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 192750 1204.69 360 357 7.125 0 0 0.375 7.5 Xxxxxxxxxxx XX 0000 Single Family 192750 20060401 79.65000153 No MI 1.00E+17 2.25 20110301 13.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G03 130100 799.57 360 358 7 0 0 0.375 7.375 Xxxxxxxx XX 00000 Single Family 130100 20060501 74.98999786 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G01 336000 2100.00 360 359 7.25 0 0 0.25 7.5 XXXXXXXX XX 00000 Condominium 336000 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
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GI G02 139192 913.45 360 357 7.5 0 0 0.375 7.875 Xxxxxxxx XX 00000 Single Family 139192 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 131613.36 944.23 360 358 7.375 0 0 0.375 7.75 Xxxxxxxx XX 00000 PUD 131800 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GII G02 349894.95 1931.71 360 357 6.25 0 0 0.375 6.625 Xxxxxxxx XXXX XX 00000 Condominium 349948 20060401 80 No MI 2.25 20110301 12.625 1.875 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G02 126660 725.66 360 357 6.5 0 0 0.375 6.875 Xxxx XX 00000 PUD 126660 20060401 80 No MI 1.00E+17 2.75 20110301 12.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G02 229150 1289.25 360 358 6.11 0.39 0 0.25 6.75 XXXXXXX XX 00000 Single Family 229245 20060501 89.90000153 Republic MIC 1.00E+17 2.75 20110401 11.75 2.375 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G01 167200 1079.83 360 358 7.5 0 0 0.25 7.75 XXXXXXXXX XX 00000 Single Family 167200 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2.11 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G03 279750 1719.30 360 358 7 0 0 0.375 7.375 N XXX XXXXX XX 00000 PUD 279750 20060501 74.98999786 No MI 1.00E+17 2.25 20110401 12.375 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 94430 659.04 360 359 8 0 0 0.375 8.375 Xx Xxxxxxx XX 00000 Townhouse 94430 20060601 70 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G03 248000 1291.67 360 359 6 0 0 0.25 6.25 XXXXXXX XX 00000 Condominium 248000 20060601 79.61000061 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 300000 1718.75 360 359 6.625 0 0 0.25 6.875 XXX XXXXX XX 00000 PUD 300000 20060601 77.91999817 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G02 199524 1039.19 360 357 5.875 0 0 0.375 6.25 XXXXXXX XX 00000 Single Family 199524 20060401 80 No MI 1.00E+17 2.25 20160301 11.25 2 1 First Lien Y 120 No_PP 360 120 N 20360301 AFL2
GI G03 131592 808.74 360 357 7 0 0 0.375 7.375 Xxxxx Xxxx XX 00000 Single Family 131592 20060401 80 No MI 1.00E+17 2.25 20110301 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G03 431920 2429.55 360 357 6.375 0 0 0.375 6.75 XXXXXX XX 00000 PUD 431920 20060401 80 No MI 1.00E+17 2.25 20110301 11.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G02 73200 396.50 360 359 6.25 0 0 0.25 6.5 XX XXXXXX XX 00000 Single Family 73200 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 284000 1804.58 360 359 7.25 0 0 0.375 7.625 XXXXXXXX XXXXXXX XX 00000 PUD 284000 20060601 80 No MI 1.00E+17 2.25 20110501 12.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G02 273000 2047.50 360 359 8.09 0.66 0 0.25 9 XXXXXXX XX 0000 2-4 Family 273000 20060601 84 United Guaranty 1.00E+17 3 20110501 14 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 367250 2065.78 360 358 6.375 0 0 0.375 6.75 XXX XXX XX 00000 Single Family 367250 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 2.09 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 209100 1093.75 360 359 6 0 0 0.25 6.25 XXXXXXXXXX XX 00000 Single Family 210000 20060601 76.36000061 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 291920 1550.83 360 359 6.125 0 0 0.25 6.375 XXXXX XXXXX XX 00000 Condominium 291920 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G02 252320 1445.58 360 357 6.5 0 0 0.375 6.875 XXXXXXX XX 00000 PUD 252320 20060401 78.23000336 No MI 1.00E+17 2.25 20110301 11.875 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 67862.2 498.96 360 357 7.625 0 0 0.375 8 XXXXXXXXX XX 00000 Single Family 68000 20060401 80 No MI 1.00E+17 2.25 20110301 13 1.875 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GI G02 144887.19 935.73 360 357 7.375 0 0 0.375 7.75 XXXXXXXXX XX 00000 PUD 144952 20060401 80 No MI 1.00E+17 2.25 20110301 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 144650 919.13 360 357 7.25 0 0 0.375 7.625 XXXXXXXXXXXXX XX 00000 PUD 144650 20060401 79.98000336 No MI 2.25 20110301 12.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G03 255920 1599.50 360 357 7.125 0 0 0.375 7.5 Xxxxxx XX 00000 PUD 255920 20060401 80 No MI 1.00E+17 2.25 20110301 12.5 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 135120 943.02 360 358 8 0 0 0.375 8.375 Xxxxx Xxxxxxx XX 00000 Condominium 135120 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 199200 1245.00 360 359 7.125 0 0 0.375 7.5 Lynn MA 1901 Condominium 199200 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 238400 1490.00 360 358 7.125 0 0 0.375 7.5 XXXXXX XX 00000 Single Family 238400 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 56000 367.50 360 357 7.5 0 0 0.375 7.875 Xxxxxxxx XX 00000 Single Family 56000 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G01 231319.84 1089.33 360 358 5.375 0 0 0.25 5.625 XXX XXXXX XX 00000 Condominium 232500 20060501 61.18000031 No MI 1.00E+17 2.25 20110401 11.625 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 144000 945.00 360 357 7.5 0 0 0.375 7.875 Xxxxxxxxxxx XX 00000 Condominium 144000 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GII G03 152560.88 1042.37 360 358 6.875 0 0 0.375 7.25 XXXXXXXXXXXXX XX 00000 Single Family 152800 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GII G03 478800 2793.00 360 359 6.625 0 0 0.375 7 Xxxxxx XX 00000 PUD 478800 20060601 80 No MI 1.00E+17 2.25 20110501 12 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GIII G02 80000 466.67 360 358 6.75 0 0 0.25 7 XXXX XXXX XX 00000 Single Family 80000 20060501 80 No MI 1.00E+17 2.25 20110401 12 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 343000 2250.94 360 358 7.5 0 0 0.375 7.875 Xxxxxxxx XX 00000 2-4 Family 343000 20060501 70 No MI 1.00E+17 2.25 20110401 12.875 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G01 223186.02 1186.02 360 359 5.545 0.58 0 0.25 6.375 XXXXXXXXX XX 00000 PUD 223250 20060601 95 YES 1.00E+17 3.125 20110501 11.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GI G01 975000 6906.25 360 360 8.125 0 0 0.375 8.5 Xxx Xxxx XX 00000 Single Family 975000 20060701 75 No MI 1.00E+17 2.25 20110601 13.5 2.295 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GII G02 356000 2039.58 360 358 6.5 0 0 0.375 6.875 Xxxxx Xxxxxx XX 00000 Single Family 356000 20060501 80 No MI 1000992-3060228005 2.25 20110401 11.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G03 124008 749.22 360 358 6.875 0 0 0.375 7.25 XXXX XXXXX XX 00000 PUD 124008 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GI G02 400000 2625.00 360 358 7.5 0 0 0.375 7.875 Xxxxxx XX 00000 Condominium 400000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 182746.43 1180.26 360 359 6.92 0.58 0 0.25 7.75 XXXXXXXXX XXXXX XX 00000 Single Family 182750 20060601 85 PMI 1.00E+17 3.125 20110501 12.75 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
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GI G03 183399.6 1286.00 360 357 7.125 0 0 0.375 7.5 Xxxxxxxxxx XX 00000 Condominium 183920 20060401 80 No MI 1.00E+17 2.25 20110301 12.5 2 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GI G02 80046.36 540.59 360 357 6.75 0 0 0.375 7.125 Xxxxxxx XX 00000 Condominium 80240 20060401 80 No MI 1.00E+17 2.375 20080301 12.125 1.875 1 First Lien N 0 No_PP 360 24 N 20360301 AFL2
GIII G01 373429.17 2064.46 360 359 5 0 0 0.25 5.25 XXXXXXXXX XX 00000 PUD 373858 20060601 51.65000153 No MI 1.00E+17 2.25 20110501 10.25 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G02 267200 1391.67 360 359 6 0 0 0.25 6.25 XXXXXXX XX 00000 PUD 267200 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G01 350000 1822.92 360 359 6 0 0 0.25 6.25 XXXX XXXXX XX 00000 Single Family 350000 20060601 64.80999756 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G01 195198 1016.66 360 359 6 0 0 0.25 6.25 XXXXXX XX 00000 Single Family 195198 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G03 56000 338.33 360 359 6.875 0 0 0.375 7.25 Xxxxxx XX 00000 Single Family 56000 20060601 80 No MI 1.00E+17 2.25 20110501 13.25 2 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 179000 1100.10 360 359 7 0 0 0.375 7.375 XXXXXXXXX XX 00000 Townhouse 179000 20060601 73.36000061 No MI 1.00E+17 2.25 20110501 12.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G02 208348 1128.55 360 359 6.25 0 0 0.25 6.5 XXXXXXXXX XX 00000 PUD 208348 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 344672.65 2124.22 360 359 6 0 0 0.25 6.25 XXXXXX XXXXXXX XX 00000 PUD 345000 20060601 78.05000305 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G02 100000 583.33 360 358 6.75 0 0 0.25 7 XXXXXXXXX XX 00000 Single Family 100000 20060501 69.19999695 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G02 188000 1077.08 360 359 6.5 0 0 0.375 6.875 Xxxxxx XX 00000 Single Family 188000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G01 997868.93 7164.12 360 357 7.375 0 0 0.375 7.75 Xxxx XX 00000 Single Family 1000000 20060401 76.91999817 No MI 1.00E+17 2.25 20110301 12.75 1.875 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GI G02 130975 859.52 360 357 7.5 0 0 0.375 7.875 Xxxxxx XX 00000 Single Family 130975 20060401 70 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GIII G02 213100 1220.89 360 359 6.625 0 0 0.25 6.875 XXXXXXX XXXX XX 00000 Single Family 213100 20060601 79.80999756 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G03 85609.89 516.29 360 342 5.5 0 0 0.375 5.875 Xxxxxxxxxx XX 00000 PUD 87280 20050101 80 No MI 1.00E+17 2.25 20091201 10.875 2 1 First Lien N 0 Prepay 360 60 N 20341201 AFL2
GIII G03 88400 460.42 360 358 6 0 0 0.25 6.25 XXXXXXX XX 00000 Condominium 88400 20060501 80 No MI 1.00E+17 2.25 20110401 11.25 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 307500 2146.09 360 358 8 0 0 0.375 8.375 Xxxxxx XX 00000 Single Family 307500 20060501 75 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G02 242400 1388.75 360 358 6.5 0 0 0.375 6.875 XXXXXXXXXXX XX 00000 Single Family 242400 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G01 348000 2102.50 360 359 7 0 0 0.25 7.25 XXXXXXXX XX 00000 Single Family 348000 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 304000 1741.67 360 359 6.625 0 0 0.25 6.875 XXXXXX XX 00000 Single Family 304000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GII G02 359121.65 2020.06 360 358 6.375 0 0 0.375 6.75 Xxxxxxx XX 00000 Single Family 359200 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 2 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GI G02 382500 2510.16 360 358 7.5 0 0 0.375 7.875 Xxxxx Xxxx XX 0000 2-4 Family 382500 20060501 75 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 190648.03 1191.55 360 359 7.125 0 0 0.375 7.5 Xxxxxxxx XX 00000 PUD 192000 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GIII G02 294800 1688.96 360 359 6.625 0 0 0.25 6.875 XXXXXX XXXXXX XX 00000 Single Family 294800 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G02 408000 2337.50 360 358 6.5 0 0 0.375 6.875 Xxxx Xxxxxx XX 00000 Single Family 408000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 191557 1237.14 360 358 7.375 0 0 0.375 7.75 Xxxxxxx XX 00000 Single Family 191557 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 279992 1779.12 360 359 7.375 0 0 0.25 7.625 XXXXXXXXX XX 00000 Single Family 279992 20060601 80 No MI 1.00E+17 2.25 20110501 12.625 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 127992 759.95 360 358 6.875 0 0 0.25 7.125 XXXXXXX XX 00000 PUD 127992 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G01 152651.49 928.43 360 359 5.875 0 0 0.25 6.125 XXXXXXXXXX XX 00000 Single Family 152800 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GII G03 645000 3762.50 360 359 6.625 0 0 0.375 7 XXXXX XX 00000 Single Family 645000 20060601 75 No MI 1.00E+17 2.25 20110501 12 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G01 242000 1487.29 360 358 7.125 0 0 0.25 7.375 PORTLAND ME 4103 Single Family 242000 20060501 72.23999786 No MI 1.00E+17 2.25 20110401 12.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 202132.62 1262.21 360 359 6.125 0 0 0.25 6.375 XXXXXXXX XX 0000 Single Family 202320 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G03 106800 734.25 360 360 7.875 0 0 0.375 8.25 XXXXXXXXX XX 00000 2-4 Family 106800 20060701 80 No MI 1.00E+17 2.25 20110601 13.25 2 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GI G01 109620 685.13 360 359 7.25 0 0 0.25 7.5 XXXXXXXX XX 00000 PUD 109620 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 95920 549.54 360 359 6.625 0 0 0.25 6.875 XXXXXX XX 00000 Single Family 95920 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 123816.87 909.13 360 359 7.625 0 0 0.375 8 XXXXXXXXXXX XX 00000 Single Family 123900 20060601 70 No MI 1.00E+17 2.25 20110501 13 2 1 First Lien N 0 Prepay 360 60 N 20360501 AFL2
GII G02 103040 558.13 360 360 6.125 0 0 0.375 6.5 Xxxxxx XX 00000 PUD 103040 20060701 79.31999969 No MI 1.00E+17 2.25 20110601 11.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GIII G02 97600 559.17 360 358 6.625 0 0 0.25 6.875 XXXXXX XX 00000 Single Family 97600 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G03 209600 1266.33 360 360 6.875 0 0 0.375 7.25 Xxxx XX 00000 PUD 209600 20060701 80 No MI 1.00E+17 2.25 20110601 12.25 2 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 110400 736.00 360 358 7.625 0 0 0.375 8 The Xxxxxxxxx XX 00000 PUD 110400 20060501 80 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 131888.75 838.04 360 357 7.25 0 0 0.375 7.625 Xxxxxxxx XX 00000 Single Family 132000 20060401 80 No MI 1.00E+17 2.25 20110301 13.625 1.875 2 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G02 171900 1199.72 360 358 8 0 0 0.375 8.375 XXXXXXXXX XX 00000 Townhouse 171900 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 14.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 85801.35 622.98 360 358 7.5 0 0 0.375 7.875 Xxxxxxx XX 00000 PUD 85920 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GIII G01 257000 1231.46 360 358 5.5 0 0 0.25 5.75 XXXXXXXXX XX 00000 Condominium 257000 20060501 63.13999939 No MI 1.00E+17 2.25 20110401 10.75 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 355000 1922.92 360 359 5.76 0.49 0 0.25 6.5 XX XXXXXX XX 00000 Single Family 355000 20060601 88.75 United Guaranty 1.00E+17 2.875 20110501 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 101636.67 738.99 360 356 7.5 0 0 0.375 7.875 Xxxxxxx XX 00000 PUD 101920 20060301 80 No MI 1.00E+17 2.25 20110201 12.875 2.135 1 First Lien N 0 Prepay 360 60 N 20360201 AFL2
GI G01 145418 924.01 360 357 7.25 0 0 0.375 7.625 Xxxxxxxxx XX 00000 Condominium 145418 20060401 75 No MI 1.00E+17 2.25 20110301 12.625 1.875 1 First Lien Y 60 Prepay 360 60 N 20360301 AFL2
GIII G02 360000 1912.50 360 359 6.125 0 0 0.25 6.375 XXX XXXX XX 00000 Single Family 360000 20060601 54.95999908 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 206533.71 1257.75 360 358 5.875 0 0 0.25 6.125 XXXXXXXX XX 00000 PUD 207000 20060501 78.70999908 No MI 1.00E+17 2.25 20110401 11.125 2 2 First Lien N 0 No_PP 360 60 N 20360401 ADN1
GIII G02 245000 1301.56 360 359 6.125 0 0 0.25 6.375 XXXXXXXXXXXXXX XX 00000 Single Family 245000 20060601 76.55999756 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G03 125150 782.19 360 359 7.125 0 0 0.375 7.5 Xxxxxxxxxxxx XX 00000 PUD 125150 20060601 79.98000336 No MI 1.00E+17 2.75 20110501 13.5 2 2 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 342750 2392.11 360 358 8 0 0 0.375 8.375 XXXXXX XX 00000 Single Family 342750 20060501 72.93000031 No MI 1.00E+17 2.25 20110401 13.375 2.375 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G01 292000 1490.42 360 358 5.875 0 0 0.25 6.125 XXXXXXX XX 00000 Single Family 292000 20060501 80 No MI 1.00E+17 2.25 20110401 11.125 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 210120 1160.04 360 360 6.375 0 0 0.25 6.625 XXXXXXX XX 00000 Single Family 210120 20060701 80 No MI 1.00E+17 2.25 20110601 11.625 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GIII G02 156000 926.25 360 358 6.875 0 0 0.25 7.125 XXXXX XXXXXXXXX XX 0000 Single Family 156000 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G01 190841.99 1337.25 360 358 7.25 0 0 0.25 7.5 XXXXXXXXXXXX XX 00000 Single Family 191250 20060501 75 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien N 0 No_PP 360 60 N 20360401 ADN1
GI G02 101185.43 760.66 360 359 7.875 0 0 0.375 8.25 XXXXXXXXXXXX XX 00000 Single Family 101250 20060601 75 No MI 1.00E+17 2.25 20110501 13.25 2 1 First Lien N 0 Prepay 360 60 N 20360501 AFL2
GIII G02 403412 2185.15 360 359 6.25 0 0 0.25 6.5 XXXXXXX XX 00000 Single Family 403412 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G03 278089.84 1628.17 360 358 5.5 0 0 0.25 5.75 XXXXXXXXXX XXXX XX 00000 Single Family 279000 20060501 65.65000153 No MI 1.00E+17 2.25 20110401 10.75 2 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GIII G03 138392 720.79 360 358 6 0 0 0.25 6.25 XXXXXXX XX 00000 Condominium 138392 20060501 80 No MI 1.00E+17 2.25 20110401 11.25 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GII G02 131300 752.24 360 360 6.5 0 0 0.375 6.875 Xxxxxxx XX 00000 Condominium 131300 20060701 65 No MI 1.00E+17 2.25 20110601 11.875 2 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GI G02 318750 2224.61 360 358 8 0 0 0.375 8.375 Xxxxxx XX 00000 Single Family 318750 20060501 75 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 385234.12 2374.21 360 359 6 0 0 0.25 6.25 XXXXXXXX XX 00000 Single Family 385600 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G02 139917 816.18 360 358 6.75 0 0 0.25 7 XXX XXXXX XX 00000 Condominium 139920 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GII G03 417500 2348.44 360 358 6.375 0 0 0.375 6.75 X Xxxx Xxxxx XX 00000 PUD 417500 20060501 64.23000336 No MI 1.00E+17 2.25 20110401 11.75 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 209300 1220.92 360 358 6.625 0 0 0.375 7 XXXX XX 00000 2-4 Family 209300 20060501 65 No MI 1.00E+17 2.25 20110401 12 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 332500 2112.76 360 357 7.25 0 0 0.375 7.625 Xxx Xxxxxxx XX 00000 Single Family 332500 20060401 95 Republic MIC 1.00E+17 2.25 20110301 12.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G02 157500 853.13 360 358 6.25 0 0 0.25 6.5 XXXXXXXXXX XXXX XX 00000 Single Family 157500 20060501 70 No MI 1.00E+17 2.25 20110401 11.5 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 102200 574.88 360 358 6.5 0 0 0.25 6.75 XXX XXXXXXX XX 00000 PUD 102200 20060501 79.97000122 No MI 1.00E+17 2.25 20110401 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 70000 401.04 360 358 6.625 0 0 0.25 6.875 XXXXX XXXXXX XX 00000 Single Family 70000 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G02 183500 1051.30 360 359 6.5 0 0 0.375 6.875 Xxxxxxx XX 00000 PUD 183500 20060601 50.27000046 No MI 1.00E+17 2.25 20110501 12.875 2 2 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 285000 1989.06 360 358 8 0 0 0.375 8.375 XXXXXX XX 00000 Single Family 285000 20060501 75 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 217438.78 1426.94 360 357 7.5 0 0 0.375 7.875 XXXXX XXXXXX XX 00000 Single Family 217600 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 311250 2139.84 360 357 7.875 0 0 0.375 8.25 Xxx Xxxxx XX 00000 PUD 311250 20060401 75 No MI 1.00E+17 2.25 20110301 13.25 1.875 1 First Lien Y 60 Prepay 360 60 N 20360301 AFL2
GIII G02 208626.25 1339.85 360 358 6.375 0 0 0.25 6.625 XXXXXXXXXXXXXXX XX 00000 Single Family 209250 20060501 74.87000275 No MI 1.00E+17 2.25 20110401 11.625 1.875 2 First Lien N 0 No_PP 360 60 N 20360401 ADN1
GII G02 390650 2238.10 360 358 6.5 0 0 0.375 6.875 Xxxxxx XX 00000 Single Family 390650 20060501 65 No MI 1.00E+17 2.25 20110401 12.875 2 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G01 108560 667.19 360 358 7.125 0 0 0.25 7.375 XXXXXXX XX 00000 Single Family 108560 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G02 201500 1175.42 360 358 6.625 0 0 0.375 7 XXXX XX 00000 2-4 Family 201500 20060501 65 No MI 1.00E+17 2.25 20110401 12 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 129500 849.84 360 358 7.5 0 0 0.375 7.875 Xxxx Xxx XX 00000 Single Family 129500 20060501 89.98999786 YES 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 119900 711.91 360 357 6.875 0 0 0.25 7.125 XXXXXXX XX 00000 Condominium 119900 20060401 79.98999786 No MI 1.00E+17 2.25 20110301 12.125 1.875 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G02 281200 1493.88 360 358 6.125 0 0 0.25 6.375 XXXXXXXXXXX XX 00000 Single Family 281200 20060501 80 No MI 1.00E+17 2.25 20110401 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 240000 1675.00 360 358 8 0 0 0.375 8.375 Xxxxxxxxxxx XX 00000 2-4 Family 240000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G02 88570.49 582.83 360 358 6.625 0 0 0.25 6.875 XXXXXXXXXX XX 00000 Single Family 88720 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 2 First Lien N 0 No_PP 360 60 N 20360401 ADN1
GIII G01 332000 1729.17 360 359 6 0 0 0.25 6.25 XXXXXXXXXXX XX 00000 PUD 332000 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GII G02 69200 403.67 360 359 6.625 0 0 0.375 7 Xxxxxxx XX 00000 Condominium 69200 20060601 80 No MI 1.00E+17 2.25 20110501 13 2 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 139716.36 1038.75 360 358 7.75 0 0 0.375 8.125 Xxxxxxxxxxx XX 00000 Single Family 139900 20060501 69.98000336 No MI 1.00E+17 2.25 20110401 13.125 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GI G02 243850 1574.86 360 357 7.375 0 0 0.375 7.75 Xxxxxxxx XX 00000 PUD 243850 20060401 79.98000336 No MI 1.00E+17 2.25 20110301 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GIII G02 180000 993.75 360 360 6.375 0 0 0.25 6.625 XXXXXXX XXXXX XX 00000 Single Family 180000 20060701 80 No MI 1.00E+17 2.25 20110601 11.625 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 138735 838.19 360 359 6.87 0.13 0 0.25 7.25 XXXXXXXX XX 00000 Single Family 138735 20060601 81.61000061 PMI 1.00E+17 2.625 20110501 12.25 2 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GII G02 300000 1625.00 360 358 6.125 0 0 0.375 6.5 Xxxxxx XX 00000 Townhouse 300000 20060501 54.04999924 No MI 2.25 20110401 11.5 2.245 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G03 353051 1838.81 360 359 6 0 0 0.25 6.25 XXXXXX XX 00000 PUD 353051 20060601 52.52999878 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 272540 1448.40 360 359 6.125 0 0 0.25 6.375 XXXXXX XXXXXX XX 00000 Condominium 272640 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 157250 900.91 360 358 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 Condominium 157250 20060501 79.86000061 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GII G03 101840 530.42 360 359 5.875 0 0 0.375 6.25 Xxxxxxxxx XX 00000 Single Family 101840 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 408800 2342.08 360 358 6.5 0 0 0.375 6.875 XXXXXXXX XXXXX XX 00000 PUD 408800 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 95766.14 646.23 360 358 6.75 0 0 0.375 7.125 XXXXXXX XX 00000 Condominium 95920 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GI G01 720000 4725.00 360 358 7.5 0 0 0.375 7.875 Xxx Xxxxx XX 00000 Single Family 720000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G02 91624 515.39 360 359 6.375 0 0 0.375 6.75 Prior Xxxx XX 00000 Condominium 91624 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 47600 337.17 360 360 8.125 0 0 0.375 8.5 XXXX XXXXX XX 00000 Single Family 47600 20060701 80 No MI 2.25 20110601 13.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G01 235548.76 1649.45 360 358 7.25 0 0 0.25 7.5 XXXXXXXX XX 00000 Condominium 235900 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 12.5 1.875 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GI G02 160250 1101.72 360 359 7.875 0 0 0.375 8.25 Xxxx Xxxxx XX 00000 Single Family 160250 20060601 79.98000336 No MI 1.00E+17 2.25 20110501 14.25 2 2 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G02 154400 965.00 360 359 7.25 0 0 0.25 7.5 XXXXXXXX XXXXX XX 00000 Condominium 154400 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
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GI G03 467000 2918.75 360 359 7.125 0 0 0.375 7.5 Xxxxxxxx XX 0000 Single Family 467000 20060601 62.38000107 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G01 166000 847.29 360 359 5.875 0 0 0.25 6.125 XXXX XXXXX XX 00000 Single Family 166000 20060601 89.73000336 Mortgage Guaranty In 1.00E+17 2.25 20110501 11.125 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 220000 1145.83 360 359 6 0 0 0.25 6.25 XXXXXXXX XX 00000 Single Family 220000 20060601 61.11000061 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 220000 1260.42 360 358 6.5 0 0 0.375 6.875 XXXXXXX XX 00000 PUD 220000 20060501 47.58000183 No MI 1.00E+17 2.375 20080401 11.875 2 1 First Lien Y 120 No_PP 360 24 N 20360401 AFL2
GIII G03 165600 828.00 360 359 5.75 0 0 0.25 6 XXXXXX XX 00000 Condominium 165600 20060601 80 No MI 1.00E+17 2.25 20110501 11 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G03 97339 588.09 360 359 6.875 0 0 0.375 7.25 XXXXXXX XX 00000 Condominium 97339 20060601 79.55999756 No MI 1.00E+17 2.25 20110501 12.25 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G02 337500 1898.44 360 359 6.5 0 0 0.25 6.75 XXXXXXXXXX XX 00000 PUD 337500 20060601 75 No MI 1.00E+17 2.25 20110501 11.75 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 562264 3689.86 360 360 7.5 0 0 0.375 7.875 XXXXXXXXX XX 00000 PUD 562264 20060701 80 No MI 1.00E+17 2.25 20110601 12.875 2 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GII G03 634450 3833.14 360 359 6.875 0 0 0.375 7.25 XXXXXXXXXX XX 00000 Single Family 634450 20060601 79.98999786 No MI 1.00E+17 2.25 20110501 12.25 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 100450 648.74 360 359 7.375 0 0 0.375 7.75 Xxxxxxxxx XX 00000 Single Family 100450 20060601 69.97000122 No MI 1.00E+17 2.25 20110501 12.75 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 253120 1608.37 360 358 7.25 0 0 0.375 7.625 XXXXXX XXXXXXX XX 00000 Single Family 253120 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 240000 1675.00 360 358 8 0 0 0.375 8.375 XXXXXX XX 00000 Single Family 240000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G01 324100 1789.30 360 358 6.25 0 0 0.375 6.625 Xxxxxxxx XX 00000 Single Family 324100 20060501 80 No MI 1.00E+17 2.25 20090401 12.625 1.875 2 First Lien Y 120 No_PP 360 36 N 20360401 AFL2
GI G02 51040 356.22 360 358 8 0 0 0.375 8.375 Xxx Xxxx Xxxxxx XX 00000 Single Family 51040 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G01 979200 6630.00 360 358 7.75 0 0 0.375 8.125 Xxxxxxx Xxxxx XX 00000 Single Family 979200 20060501 80 No MI 1.00E+17 2.25 20110401 14.125 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 224000 1236.67 360 359 6.375 0 0 0.25 6.625 XXXXXXXXXXXX XX 00000 PUD 224000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 1.875 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G02 379850 2413.63 360 359 7.25 0 0 0.375 7.625 XXXXXXXXXXXXXX XX 00000 PUD 379850 20060601 79.98999786 No MI 1.00E+17 2.25 20110501 12.625 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G03 520000 3033.33 360 359 6.625 0 0 0.375 7 XXXXXXXXX XX 00000 Townhouse 520000 20060601 80 No MI 1.00E+17 2.25 20110501 12 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 202400 1328.25 360 358 7.5 0 0 0.375 7.875 Port Xxxxxxxxx XX 00000 Single Family 202400 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G03 51100 303.41 360 359 6.75 0 0 0.375 7.125 Xxxxxx XX 00000 Condominium 51100 20060601 70 No MI 1.00E+17 2.25 20110501 12.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GI G02 90000 609.37 360 358 7.75 0 0 0.375 8.125 aurora CO 80017 Condominium 90000 20060501 75 No MI 1.00E+17 2.25 20110401 14.125 2 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G01 937500 6542.97 360 358 8 0 0 0.375 8.375 Xxxxxxxx XX 00000 Single Family 937500 20060501 75 No MI 1.00E+17 2.25 20110401 14.375 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G01 165000 842.19 360 359 5.875 0 0 0.25 6.125 XXXXXXX XX 00000 Single Family 165000 20060601 54.09999847 No MI 1.00E+17 2.25 20110501 11.125 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 252390 1656.31 360 358 7.625 0 0 0.25 7.875 XXXXXXXXXXXX XX 0000 Single Family 252390 20060501 85 PMI 1.00E+17 2.25 20110401 12.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 200000 1062.50 360 359 6.125 0 0 0.25 6.375 XXX XXXXX XX 00000 PUD 200000 20060601 49.13999939 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 476000 3222.92 360 357 7.75 0 0 0.375 8.125 XXXXXXXXXX XX 00000 Single Family 476000 20060401 80 No MI 1.00E+17 2.25 20110301 13.125 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 161932 1045.81 360 359 7.375 0 0 0.375 7.75 Xxxx Xxx XX 00000 Single Family 161932 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G02 281250 1552.73 360 359 6.375 0 0 0.25 6.625 XXXXXX XX 00000 Single Family 281250 20060601 75 No MI 1.00E+17 2.25 20110501 11.625 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 239900 1474.39 360 358 7 0 0 0.375 7.375 XXXXXXXXX XX 00000 Single Family 239900 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 12.375 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G01 348050 1703.99 360 358 5.005 0.62 0 0.25 5.875 XXXXXXXXX XX 00000 Single Family 348050 20060501 95 GE Capital MI 1.00E+17 3.125 20110401 10.875 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G01 428392 2766.70 360 360 7.375 0 0 0.375 7.75 XXXXXX XX 00000 Single Family 428392 20060701 80 No MI 1.00E+17 2.25 20110601 12.75 2.255 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GIII G02 292500 1614.84 360 359 6.375 0 0 0.25 6.625 XXXXXXX XX 00000 Single Family 292500 20060601 61.58000183 No MI 1.00E+17 2.25 20110501 11.625 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 281250 1757.81 360 359 7.125 0 0 0.375 7.5 Xxxxxx XX 00000 Single Family 281250 20060601 75 No MI 1.00E+17 2.25 20110501 12.5 2 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GI G02 253940 1640.03 360 358 7.375 0 0 0.375 7.75 XXXX XX 00000 Single Family 253940 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G03 494281 2780.33 360 357 6.375 0 0 0.375 6.75 XXXXXXXXXX XX 00000 Single Family 494281 20060401 80 No MI 1.00E+17 2.25 20110301 11.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 99000 639.37 360 358 7.375 0 0 0.375 7.75 Xxxxxx XX 00000 Single Family 99000 20060501 69.98000336 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 326328 2277.50 360 358 8 0 0 0.375 8.375 Xxxxxxxx XX 00000 PUD 326328 20060501 90 Radian Guaranty 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 588250 3370.18 360 357 6.5 0 0 0.375 6.875 Xxx Xxxxxxxxx XX 00000 Single Family 588250 20060401 65 No MI 1.00E+17 2.25 20110301 11.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G02 264800 1406.75 360 358 6 0 0 0.375 6.375 Xxxxxxxxxxx XX 00000 Single Family 264800 20060501 80 No MI 1.00E+17 2.375 20080401 11.375 1.875 1 First Lien Y 120 Prepay 360 24 N 20360401 AFL2
GII G03 864000 5220.00 360 357 6.875 0 0 0.375 7.25 XXXXXX XX 00000 Single Family 864000 20060401 80 No MI 2.25 20110301 12.25 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 328000 2152.50 360 359 7.5 0 0 0.375 0.000 Xxxxx Xxx Xxxxx XX 00000 PUD 328000 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 124720 805.48 360 358 7.375 0 0 0.375 7.75 Xxxxxxxx XX 00000 Single Family 124720 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 319200 1729.00 360 359 6.25 0 0 0.25 6.5 XXXXXX XXXXXX XX 00000 Single Family 319200 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G03 306750 1597.66 360 357 5.875 0 0 0.375 6.25 Xxxxxxxx XX 00000 PUD 306750 20060401 75 No MI 1.00E+17 2.25 20110301 11.25 2 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G02 349100 1890.96 360 359 6.25 0 0 0.25 6.5 XXXXXX XX 00000 Single Family 349100 20060601 79.98999786 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G01 105000 689.06 360 359 7.625 0 0 0.25 7.875 XXXXXXX XX 00000 Condominium 105000 20060601 75 No MI 1.00E+17 2.25 20110501 12.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 209702.6 1504.47 360 358 7.375 0 0 0.375 7.75 Xxxxxxx XX 00000 2-4 Family 210000 20060501 75 No MI 1.00E+17 2.25 20110401 12.75 2 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GIII G01 168000 857.50 360 359 5.875 0 0 0.25 6.125 XXXXXXXXX XX 00000 Single Family 168000 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 276800 1931.83 360 358 8 0 0 0.375 8.375 Edison NJ 8817 Single Family 276800 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GII G03 327160 1976.59 360 358 6.875 0 0 0.375 7.25 Xxxxxxx XX 00000 PUD 327160 20060501 79.93000031 No MI 1.00E+17 2.25 20110401 12.25 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GII G02 164650 960.46 360 360 6.625 0 0 0.375 7 XXXXXXX XX 00000 PUD 164650 20060701 80 No MI 1.00E+17 2.25 20110601 12 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 350700 1790.03 360 358 5.75 0 0 0.375 6.125 XXXXXX XX 00000 Condominium 350700 20060501 80 No MI 1.00E+17 2.25 20080401 11.125 1.875 1 First Lien Y 120 No_PP 360 24 N 20360401 AFL2
GIII G03 448000 2613.33 360 359 6.75 0 0 0.25 7 XXXXXXXXXX XX 00000 Condominium 448000 20060601 80 No MI 1.00E+17 2.25 20110501 12 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 400000 2208.33 360 359 6.375 0 0 0.25 6.625 XXXXXXXXX XX 00000 PUD 400000 20060601 77.91000366 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 189000 1220.63 360 358 7.375 0 0 0.375 7.75 Xxxxxxxxx XX 00000 Single Family 189000 20060501 75 No MI 1.00E+17 2.25 20110401 12.75 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G03 650000 3114.58 360 359 5.5 0 0 0.25 5.75 XXXXXXXXXX XXXXX XX 00000 Single Family 650000 20060601 76.47000122 No MI 1.00E+17 2.25 20110501 10.75 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G01 279000 1511.25 360 357 5.76 0.49 0 0.25 6.5 XXXXX XX 00000 Single Family 279000 20060401 90 Republic MIC 1.00E+17 2.875 20110301 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360301 ADN1
GIII G02 216000 1260.00 360 359 6.75 0 0 0.25 7 XXX XXXXX XX 00000 PUD 216000 20060601 80 No MI 1.00E+17 2.25 20110501 12 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G01 904000 5744.17 360 357 7.25 0 0 0.375 7.625 XXXXXXXXX XX 00000 PUD 904000 20060401 80 No MI 1.00E+17 2.25 20110301 12.625 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G03 428000 2095.42 360 359 5.625 0 0 0.25 5.875 XXXXXXX XX 00000 PUD 428000 20060601 80 No MI 1.00E+17 2.25 20110501 10.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GIII G02 235192 1347.45 360 359 6.625 0 0 0.25 0.000 XXXXX XXX XXXXX XX 00000 PUD 235192 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 142542.96 905.74 360 358 7.375 0 0 0.25 7.625 XXXXXX XX 00000 Single Family 142600 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 653088.31 4146.37 360 359 6.25 0 0 0.25 6.5 XXXX XXXX XXXX XX 00000 Single Family 656000 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
GIII G01 340000 1558.33 360 358 5.25 0 0 0.25 5.5 XXXXXX XX 00000 PUD 340000 20060501 80 No MI 1.00E+17 2.25 20110401 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G03 527200 3075.33 360 358 6.625 0 0 0.375 7 Xxxxxx XX 00000 PUD 527200 20060501 80 No MI 1.00E+17 2.25 20110401 10.875 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 172000 1021.25 360 358 6.75 0 0 0.375 7.125 XXXXXXXX XX 00000 Single Family 172000 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GIII G03 647500 3507.29 360 359 6.25 0 0 0.25 6.5 XXXXX XXXXXX XX 00000 Single Family 647500 20060601 74.43000031 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 200000 1250.00 360 359 7.25 0 0 0.25 7.5 XXXXXXXXX XX 00000 PUD 200000 20060601 41.34000015 No MI 1.00E+17 2.25 20110501 12.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G01 187000 993.44 360 357 5.705 0.42 0 0.25 6.375 XXXXXXXX XX 00000 Condominium 187000 20060401 85 PMI 1.00E+17 3 20110301 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360301 ADN1
GI G02 218800 1527.04 360 359 8 0 0 0.375 8.375 Xxxxxx XX 00000 PUD 218800 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 2.33 1 First Lien Y 60 No_PP 360 60 N 20360501 AFL2
GII G03 382500 2271.09 360 358 6.75 0 0 0.375 7.125 XXXXXXXXXXX XX 00000 Single Family 382500 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G03 430000 2239.58 360 359 6 0 0 0.25 6.25 XXXXXXXXX XXX XX 00000 Single Family 430000 20060601 78.90000153 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 258000 1666.25 360 359 7.5 0 0 0.25 7.75 XXX XXXXX XX 00000 PUD 258000 20060601 79.98999786 No MI 1.00E+17 2.25 20110501 12.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G03 248000 1550.00 360 358 7.125 0 0 0.375 7.5 Xxxxxxxxxx XX 00000 Single Family 248000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 408000 2847.50 360 358 8 0 0 0.375 8.375 Xxxxxx XX 0000 2-4 Family 408000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GIII G03 479920 2349.61 360 359 5.625 0 0 0.25 0.000 XXXXX XXX XXXXX XX 00000 Single Family 479920 20060601 80 No MI 1.00E+17 2.25 20110501 10.875 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G03 468000 2437.50 360 359 6 0 0 0.25 6.25 XXXXXXXX XX 00000 Single Family 468000 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G02 320000 1833.33 360 358 6.625 0 0 0.25 6.875 XXXXX XXXX XX 00000 Condominium 320000 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GIII G02 247200 1416.25 360 358 6.625 0 0 0.25 6.875 XXXXXXXXX XX 00000 Condominium 247200 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 447200 2562.08 360 359 6.625 0 0 0.25 6.875 XXXXXXXXX XX 00000 Single Family 447200 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 173200 1118.59 360 359 7.375 0 0 0.375 7.75 Xxxxxxxxxxx XX 00000 Condominium 173200 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 2 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GI G03 300000 1843.75 360 358 7 0 0 0.375 7.375 XXXX XXXXXXX XX 00000 Single Family 300000 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 2.375 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 79160.7 566.24 360 359 7.25 0 0 0.375 7.625 Windham ME 4062 Single Family 80000 20060601 33.20000076 No MI 1.00E+17 2.25 20110501 12.625 1.875 1 First Lien N 0 No_PP 360 60 N 20360501 XXXX
GI G02 170400 1100.50 360 359 7.375 0 0 0.375 7.75 Xxxxx XX 00000 PUD 170400 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GII G02 273600 1510.50 360 358 6.25 0 0 0.375 6.625 Xxxxxxxxxxx XX 00000 Single Family 273600 20060501 80 No MI 1.00E+17 2.75 20110401 12.625 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 272000 1756.67 360 359 7.375 0 0 0.375 7.75 Xxxxx Xxx XX 00000 Condominium 272000 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 2.375 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GII G03 200000 1208.33 360 359 6.875 0 0 0.375 7.25 XXXXXXX XX 00000 Single Family 200000 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 1252500 7828.13 360 356 7.125 0 0 0.375 7.5 Xxxxx Xxxxxx Xxxxxxxxx XX 00000 Single Family 1252500 20060301 75 No MI 1.00E+17 2.25 20110201 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360201 AFL2
GII G03 299000 1806.46 360 358 6.875 0 0 0.375 7.25 Xxxxxxx XX 00000 2-4 Family 299000 20060501 59.79999924 No MI 1.00E+17 2.25 20110401 12.25 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G02 196800 1250.50 360 359 7.25 0 0 0.375 7.625 XXXXXXXX XX 00000 PUD 196800 20060601 79.98000336 No MI 1.00E+17 2.25 20110501 12.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G02 365843.99 2057.87 360 358 6.5 0 0 0.25 6.75 XXXXXXXXX XX 00000 PUD 365844 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G01 1332750 8052.03 360 359 7 0 0 0.25 7.25 XXXXXXX XX 00000 Single Family 1332750 20060601 75 No MI 1.00E+17 2.25 20110501 12.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 352000 1943.33 360 359 6.375 0 0 0.25 6.625 XXXXXXXXXX XXXX XX 00000 Single Family 352000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 140000 977.08 360 358 8 0 0 0.375 8.375 Xxxxxx Xxxxx XX 00000 Single Family 140000 20060501 66.66999817 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GI G01 648000 4050.00 360 359 7.25 0 0 0.25 7.5 XXX XXXXXXX XX 00000 Single Family 648000 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 226060 1271.59 360 358 6.01 0.49 0 0.25 6.75 XXX XXXXX XX 00000 Single Family 226060 20060501 89 Republic MIC 1.00E+17 2.875 20110401 11.75 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GII G02 95750 538.59 360 359 6.375 0 0 0.375 6.75 Xxxxx Xxxx Xxxxx XX 00000 Condominium 95750 20060601 43.52000046 No MI 1.00E+17 2.25 20110501 11.75 2.135 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 214400 1228.33 360 358 6.5 0 0 0.375 6.875 XXXXXXX XX 00000 PUD 214400 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 XXXX
GIII G03 533600 2779.17 360 359 6 0 0 0.25 6.25 XXX XXXX XX 00000 Single Family 533600 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 96728.04 605.15 360 357 6.125 0 0 0.25 6.375 XXX XXXX XXXXXX XX 00000 Single Family 96999 20060401 74.61000061 No MI 1.00E+17 2.25 20110301 11.375 2 2 First Lien N 0 No_PP 360 60 N 20360301 ADN1
GI G02 256664 1818.04 360 360 8.125 0 0 0.375 8.5 XXXX XXXXXXXX XXX XX 00000 Single Family 256664 20060701 80 No MI 1.00E+17 2.25 20110601 13.5 2 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GII G02 374500 2145.57 360 360 6.5 0 0 0.375 6.875 XXXX XXXXXXX XX 00000 Single Family 374500 20060701 70 No MI 1.00E+17 2.25 20110601 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GII G02 296000 1603.33 360 356 6.125 0 0 0.375 6.5 Xxxxxxxx XX 00000 PUD 296000 20060301 80 No MI 1.00E+17 2.25 20110201 11.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GI G01 960000 6200.00 360 359 7.5 0 0 0.25 7.75 XXXXXXXX XX 00000 Single Family 960000 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 213600 934.50 360 359 5 0 0 0.25 5.25 XXXX XXXXXX XX 00000 PUD 213600 20060601 80 No MI 1.00E+17 2.25 20110501 10.25 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G03 173040 1063.48 360 359 7 0 0 0.375 7.375 Xxxxxx XX 00000 PUD 173040 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G03 425000 2479.17 360 358 6.625 0 0 0.375 7 Xxxxxxxxx XX 00000 Manufactured Home 425000 20060501 40.47999954 No MI 2.25 20110401 12 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G01 292150 1491.18 360 359 5.875 0 0 0.25 6.125 XXXXXXXX XX 00000 PUD 292150 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
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GIII G02 150250 813.85 360 358 6.25 0 0 0.25 6.5 XXXXXXXX XX 00000 Single Family 150250 20060501 79.91999817 No MI 1.00E+17 2.25 20110401 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 143819.37 1094.50 360 358 8 0 0 0.375 8.375 Xxxxxxxxxxx XX 00000 Single Family 144000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GIII G03 524000 3002.08 360 359 6.625 0 0 0.25 6.875 XXXX XXXXX XX 00000 Condominium 524000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G03 247200 1519.25 360 359 7 0 0 0.375 7.375 XXXXXXXX XX 00000 PUD 247200 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G01 56543 409.98 360 360 7.5 0 0 0.375 7.875 XXXX XXXX XX 00000 PUD 56543 20060701 65 No MI 1.00E+17 2.25 20110601 12.875 1.875 1 First Lien N 0 No_PP 360 60 N 20360601 AFL2
GI G02 57474.14 407.69 360 357 7.25 0 0 0.375 7.625 Xxxxxxxxxxx XX 00000 2-4 Family 57600 20060401 80 No MI 1.00E+17 2.25 20110301 12.625 1.875 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GII G02 203900 1146.94 360 356 6.375 0 0 0.375 6.75 Xxxxxxx XX 00000 Single Family 203900 20060301 61.06999969 No MI 1.00E+17 2.25 20110201 11.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360201 AFL2
GI G02 392000 2531.67 360 359 7.375 0 0 0.375 7.75 Xxxxxxxx XX 00000 PUD 392000 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GIII G03 518400 2808.00 360 359 6.25 0 0 0.25 6.5 XXXXXXXXX XX 00000 Single Family 518400 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G02 178400 1226.50 360 359 7.875 0 0 0.375 8.25 XXXXXXXXXXX XX 00000 Single Family 178400 20060601 80 No MI 1.00E+17 2.25 20110501 13.25 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 180500 1128.13 360 360 7.125 0 0 0.375 7.5 XXXXXXXX XX 00000 PUD 180500 20060701 69.98999786 No MI 1.00E+17 2.25 20110601 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GIII G03 612000 3315.00 360 359 6.25 0 0 0.25 6.5 EAST XXXX XXXX XX 00000 Single Family 612000 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
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GI G02 414400 2762.67 360 358 7.625 0 0 0.375 0 Xxxxx Xxxxxxxx XX 00000 2-4 Family 414400 20060501 80 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 XXXX
GI G01 504000 3045.00 360 359 7 0 0 0.25 7.25 XXX XXXXXXX XX 00000 Single Family 504000 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G01 533883.19 3644.87 360 359 7 0 0 0.25 7.25 XXXX XXXXX XX 00000 2-4 Family 534300 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G01 111100 694.38 360 358 7.25 0 0 0.25 7.5 XXX XXXXX XX 00000 Condominium 111100 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G01 428000 3031.67 360 360 8.125 0 0 0.375 8.5 BRANFORD CT 6405 Single Family 428000 20060701 80 No MI 1.00E+17 2.25 20110601 13.5 2 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GII G01 235512 1447.42 360 359 7 0 0 0.375 7.375 XXXXXXXXXX XX 00000 PUD 235512 20060601 80 No MI 1.00E+17 2.25 20090501 13.375 1.875 1 First Lien Y 120 No_PP 360 36 N 20360501 AFL2
GI G02 80000 558.33 360 359 8 0 0 0.375 8.375 Xxxxxxxxxxxx XX 00000 Townhouse 80000 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G03 231200 1131.92 360 359 5.625 0 0 0.25 5.875 XXXXXXXXXX XX 00000 Condominium 231200 20060601 80 No MI 1.00E+17 2.25 20110501 10.875 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 345444 2087.06 360 357 6.875 0 0 0.375 7.25 XXXXXXXXXXX XX 00000 Single Family 345444 20060401 79.94000244 No MI 1.00E+17 2.375 20080301 12.25 2 1 First Lien Y 120 No_PP 360 24 N 20360301 AFL2
GI G02 353000 2316.56 360 358 7.5 0 0 0.375 7.875 Xxx Xxxxx XX 00000 Single Family 353000 20060501 78.44000244 No MI 1.00E+17 2.75 20110401 13.875 2 2 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 127500 823.44 360 358 7.375 0 0 0.375 7.75 Xxxxxx XX 00000 Single Family 127500 20060501 75 No MI 1.00E+17 2.25 20110401 12.75 2.375 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G02 187200 1033.50 360 358 6.375 0 0 0.25 6.625 XXXXXXX XX 00000 Condominium 187200 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G03 299000 1806.46 360 358 6.875 0 0 0.375 7.25 Xxxxxxx XX 00000 2-4 Family 299000 20060501 59.79999924 No MI 1.00E+17 2.25 20110401 12.25 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G03 540000 2868.75 360 359 6.125 0 0 0.25 6.375 XXX XXXXXXXXX XX 00000 Single Family 540000 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
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GI G02 49969.71 384.46 360 359 8.125 0 0 0.375 8.5 XXXXXX XXXX XX 00000 Single Family 50000 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 2 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
GI G01 636000 4438.75 360 358 8 0 0 0.375 8.375 XXXXXXXXX XX 00000 Condominium 636000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 144900 996.19 360 358 7.875 0 0 0.375 8.25 Xxxxxxx Xxxxx XX 00000 Single Family 144900 20060501 75 No MI 1.00E+17 2.25 20110401 13.25 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 97125 657.62 360 360 7.75 0 0 0.375 8.125 XXXXXXX XX 00000 Single Family 97125 20060701 75 No MI 1.00E+17 2.25 20110601 13.125 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GII G03 533600 3057.08 360 358 6.5 0 0 0.375 6.875 Xxxxxx Xxxx XX 00000 Single Family 533600 20060501 79.87999725 No MI 1.00E+17 2.25 20110401 11.875 2.375 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 110160 768.82 360 359 8 0 0 0.375 8.375 XXXXXXXX XX 00000 Single Family 110160 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 387915.49 2952.12 360 358 8 0 0 0.375 8.375 Xxxxxxx Xxxxx XX 00000 PUD 388400 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GIII G03 538000 2970.21 360 359 6.375 0 0 0.25 6.625 XXXXXXX XXXXX XX 00000 Condominium 538000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 1.875 2 Xxxxx Xxxx X 000 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 185716 1064.00 360 359 6.625 0 0 0.25 6.875 XXXXX XXXXXXXXXX XX 00000 PUD 185716 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 89884.83 676.14 360 358 7.875 0 0 0.375 8.25 Xxxxxxx XX 00000 2-4 Family 90000 20060501 80 No MI 1.00E+17 2.25 20110401 13.25 2 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GIII G03 492000 2818.75 360 359 6.625 0 0 0.25 6.875 XXXXXXXX XX 00000 Single Family 492000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 125700 693.97 360 358 6.375 0 0 0.25 6.625 XXXXXXXX XX 00000 PUD 125700 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 135000 871.87 360 358 7.375 0 0 0.375 7.75 Xxxxxx XX 00000 Single Family 135000 20060501 75 No MI 1.00E+17 2.25 20110401 12.75 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G03 595950 3352.22 360 358 6.5 0 0 0.25 6.75 XXXXXXX XX 00000 Single Family 595950 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G01 360124 2250.78 360 358 7.25 0 0 0.25 7.5 XXXXXXXXX XX 00000 Condominium 360124 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G01 85794 554.09 360 359 7.375 0 0 0.375 7.75 Xxxxxx XX 00000 PUD 85794 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 224792 1381.53 360 357 7 0 0 0.375 7.375 N XXX XXXXX XX 00000 PUD 224792 20060401 80 No MI 1.00E+17 2.375 20080301 12.375 1.875 1 First Lien Y 120 No_PP 360 24 N 20360301 AFL2
GII G03 229000 1383.54 360 358 6.875 0 0 0.375 7.25 Xxxxxxx XX 00000 2-4 Family 229000 20060501 45.79999924 No MI 1.00E+17 2.25 20110401 12.25 2 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G03 468080 2681.71 360 358 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 Single Family 468080 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G03 975000 5890.63 360 360 6.875 0 0 0.375 7.25 Xxx Xxxxx XX 00000 Single Family 975000 20060701 75 No MI 1.00E+17 2.25 20110601 12.25 2 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GI G02 254400 1722.50 360 356 7.75 0 0 0.375 8.125 Xxxxx Xxxxxx XX 00000 PUD 254400 20060301 80 No MI 1.00E+17 2.75 20110201 14.125 1.875 2 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GIII G03 440250 2522.27 360 355 6.625 0 0 0.25 6.875 XXX XXXXX XX 00000 PUD 440250 20060201 80 No MI 1.00E+17 2.25 20110101 11.875 2.375 2 First Lien Y 60 No_PP 360 60 N 20360101 ADN1
GI G01 139801.74 1002.98 360 358 7.5 0 0 0.25 7.75 XXXXXXXX XX 0000 2-4 Family 140000 20060501 73.68000031 No MI 1.00E+17 2.25 20110401 12.75 2 2 First Lien N 0 No_PP 360 60 N 20360401 ADN1
GI G02 248000 1627.50 360 359 7.5 0 0 0.375 7.875 Xxxxxxxxxx XX 00000 Single Family 248000 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 50450 325.82 360 358 7.375 0 0 0.375 7.75 Xxxxxxxxxxxx XX 00000 Single Family 50450 20060501 66.81999969 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GIII G03 488800 2647.67 360 351 6.25 0 0 0.25 6.5 XXXXX XXXXX XX 00000 PUD 488800 20051001 80 No MI 1.00E+17 2.25 20100901 11.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20350901 ADN1
GI G01 195992 1245.37 360 358 7.375 0 0 0.25 7.625 XXXXXX XXXXXX XX 00000 Condominium 195992 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G01 312000 1917.50 360 358 7.125 0 0 0.25 7.375 XXXXXXXXXX XX 00000 Single Family 312000 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GIII G02 300000 1687.50 360 357 6.01 0.49 0 0.25 6.75 XXXXXX XX 00000 PUD 300000 20060401 88.23999786 Republic MIC 1.00E+17 2.875 20110301 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360301 ADN1
GIII G01 123200 616.00 360 359 5.75 0 0 0.25 6 XXXXXXXXXX XX 00000 Single Family 123200 20060601 80 No MI 1.00E+17 2.25 20110501 11 2.135 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 179250 1045.63 360 358 6.75 0 0 0.25 7 XXXXXXX XXXXX XX 00000 Condominium 179250 20060501 72.87000275 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GII G02 309026.48 2057.65 360 359 6.625 0 0 0.375 7 Xxxxxxxx XX 00000 Single Family 309280 20060601 80 No MI 1.00E+17 2.25 20110501 12 2 1 First Lien N 0 Prepay 360 60 N 20360501 XXXX
GIII G01 417000 2085.00 360 358 5.75 0 0 0.25 6 XXX XXXXX XX 00000 Single Family 417000 20060501 75.27999878 No MI 1.00E+17 2.25 20110401 12 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G02 184000 1207.50 360 360 7.5 0 0 0.375 7.875 XXXX XXXXXX XX 00000 Single Family 184000 20060701 80 No MI 1.00E+17 2.25 20110601 12.875 2 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GIII G02 290444 1542.98 360 358 6.125 0 0 0.25 6.375 XXXXXXX XX 00000 PUD 290444 20060501 80 No MI 1.00E+17 2.25 20110401 11.375 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G03 240000 1500.00 360 358 7.125 0 0 0.375 7.5 Xxxx Xxxx XX 00000 Single Family 240000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G01 121500 582.19 360 358 5.5 0 0 0.25 5.75 XXXXXXXXX XX 00000 Single Family 121500 20060501 75 No MI 1.00E+17 2.25 20110401 10.75 1.875 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G02 140000 889.58 360 359 7.25 0 0 0.375 7.625 Xxxxx XX 00000 Single Family 140000 20060601 80 No MI 1.00E+17 2.25 20110501 12.625 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 174171.05 1294.92 360 358 7.75 0 0 0.375 8.125 Xxxx Xxxx Xxxx XX 00000 Single Family 174400 20060501 80 No MI 1.00E+17 2.25 20110401 13.125 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GI G01 169199.14 1075.12 360 357 7.375 0 0 0.25 7.625 XXXXXX XX 00000 PUD 169200 20060401 79.97000122 No MI 1.00E+17 2.25 20110301 12.625 1.875 2 First Lien Y 60 No_PP 360 60 N 20360301 ADN1
GI G02 104800 687.75 360 359 7.5 0 0 0.375 7.875 Xxxxxxxx XX 00000 Condominium 104800 20060601 80 No MI 1.00E+17 2.375 20080501 12.875 2 1 First Lien Y 120 Prepay 360 24 N 20360501 AFL2
GII G03 238400 1415.50 360 358 6.75 0 0 0.375 7.125 Xxxxxxx XX 00000 Condominium 238400 20060501 74.98999786 No MI 1.00E+17 2.25 20110401 12.125 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 90600 490.75 360 358 6.25 0 0 0.25 6.5 XXXXX XX 00000 Condominium 91000 20060501 70 No MI 1.00E+17 2.25 20110401 11.5 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GI G03 169000 1038.65 360 357 7 0 0 0.375 7.375 XXXXX XX 00000 Single Family 169000 20060401 65 No MI 1.00E+17 2.25 20110301 12.375 2 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G02 74800 522.04 360 358 8 0 0 0.375 8.375 Xxxxxxxxxxx XX 00000 Single Family 74800 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 180000 1031.25 360 359 6.625 0 0 0.25 6.875 XXXXXX XX 00000 PUD 180000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 232800 1649.00 360 359 8.125 0 0 0.375 8.5 XXXXXX XX 00000 2-4 Family 232800 20060601 80 No MI 2.25 20110501 13.5 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G02 77200 458.38 360 358 6.875 0 0 0.25 7.125 XXXXXXX XX 00000 Condominium 77200 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 288750 2075.39 360 359 8.25 0 0 0.375 8.625 Xxx Xxxxx XX 00000 PUD 288750 20060601 75 No MI 1.00E+17 2.25 20110501 13.625 2 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GII G02 210500 1205.99 360 360 6.5 0 0 0.375 6.875 Xxxxxxx Xxxxxxx XX 00000 PUD 210500 20060701 84.19999695 YES 1.00E+17 2.25 20110601 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GII G02 258000 1505.00 360 356 6.625 0 0 0.375 7 Xxxxxx XX 00000 Single Family 258000 20060301 80 No MI 1.00E+17 2.25 20110201 13 1.875 2 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GI G03 148400 927.50 360 360 7.125 0 0 0.375 7.5 Xxxxxx XX 00000 2-4 Family 148400 20060701 70 No MI 1.00E+17 2.25 20110601 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GIII G02 500000 2656.25 360 359 6.125 0 0 0.25 6.375 XXXXXXX XX 00000 Condominium 500000 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 102750 610.08 360 358 6.875 0 0 0.25 7.125 XXX XXXX XX 00000 Single Family 102750 20060501 75 No MI 1.00E+17 2.25 20110401 12.125 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G03 173250 1082.81 360 359 7.125 0 0 0.375 7.5 Xxxxxxxxxxx XX 00000 PUD 173250 20060601 75 No MI 1.00E+17 2.25 20110501 12.5 2 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GI G03 484000 2974.59 360 359 7 0 0 0.375 7.375 Xxxxxxxx XX 00000 PUD 484000 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GI G03 112500 703.13 360 358 7.125 0 0 0.375 7.5 Xxxx Xxxxxx XX 00000 Single Family 112500 20060501 75 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 152000 1060.83 360 358 8 0 0 0.375 8.375 Xxxxxx XX 00000 Single Family 152000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G01 318299.99 2022.53 360 358 7.375 0 0 0.25 7.625 XXXXXX XX 00000 PUD 318300 20060501 79.94999695 No MI 1.00E+17 2.25 20110401 12.625 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 171895.8 1322.53 360 359 8.125 0 0 0.375 8.5 XXXXXXXXX XX 00000 2-4 Family 172000 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 2 1 First Lien N 0 Prepay 360 60 N 20360501 AFL2
GI G01 800000 5416.67 360 358 7.75 0 0 0.375 8.125 Xxxxxxxxxx XX 00000 Single Family 800000 20060501 80 No MI 1.00E+17 2.25 20110401 13.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 175001.04 1225.46 360 358 7.125 0 0 0.375 7.5 Xxxxx Xxxx Xxxxxxx XX 00000 PUD 175262 20060501 90 Radian Guaranty 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GI G03 349600 2185.00 360 360 7.125 0 0 0.375 7.5 Xxxxxx XX 0000 2-4 Family 349600 20060701 80 No MI 1.00E+17 2.25 20110601 12.5 1.875 1 First Lien Y 60 No_PP 360 60 N 20360601 AFL2
GI G02 46320 352.07 360 360 8 0 0 0.375 8.375 XXXXXX XX 00000 Single Family 46320 20060701 80 No MI 1.00E+17 2.25 20110601 13.375 1.875 1 First Lien N 0 No_PP 360 60 N 20360601 AFL2
GIII G02 289250 1566.77 360 359 6.25 0 0 0.25 6.5 XXXXXXX XX 00000 PUD 289250 20060601 79.98999786 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 475000 2473.96 360 359 6 0 0 0.25 6.25 BEACH HAVEN NJ 8008 2-4 Family 475000 20060601 59.38000107 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G02 248000 1575.83 360 358 7.25 0 0 0.375 7.625 Xxx Xxxxx XX 00000 PUD 248000 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G03 324491.39 2217.08 360 358 6.875 0 0 0.375 7.25 XXXXXXXXX XX 00000 2-4 Family 325000 20060501 65 No MI 1.00E+17 2.25 20110401 12.25 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GI G02 63000 433.13 360 358 7.875 0 0 0.375 8.25 Xxxxxxx XX 00000 Single Family 63000 20060501 70 No MI 1.00E+17 2.25 20110401 13.25 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G02 193500 1330.31 360 359 7.875 0 0 0.375 8.25 Xxxxx Xxxx XX 00000 PUD 193500 20060601 74.87999725 No MI 1.00E+17 2.25 20110501 13.25 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
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GI G02 63831.75 463.46 360 358 7.5 0 0 0.375 7.875 Xxxxxxxx XX 00000 Single Family 63920 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GI G02 159200 1044.75 360 359 7.5 0 0 0.375 7.875 XXXXXXXXX XX 00000 Single Family 159200 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G03 193752 1210.95 360 358 7.125 0 0 0.375 7.5 Xxx Xxxxx XX 00000 PUD 193752 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G03 361650 1770.58 360 358 5.5 0 0 0.375 5.875 Xxxxxxxxxx XX 00000 Single Family 361650 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 195000 1360.94 360 358 8 0 0 0.375 8.375 Xxxxx XX 00000 Single Family 195000 20060501 75 No MI 2.25 20110401 13.375 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GII G02 114824.88 765.20 360 358 6.625 0 0 0.375 7 Xxxx Xxxxxx XX 00000 Single Family 115014 20060501 80 No MI 2.25 20110401 13 1.875 2 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GII G03 472000 2753.33 360 355 6.625 0 0 0.375 7 Xxxxxxx XX 00000 Single Family 472000 20060201 80 No MI 1.00E+17 2.75 20110101 12 1.875 1 First Lien Y 120 Prepay 360 60 N 20360101 AFL2
GI G02 364000 2350.83 360 358 7.375 0 0 0.375 7.75 Xxxxxxx XX 00000 Single Family 364000 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2.375 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 133600 932.42 360 358 8 0 0 0.375 8.375 Xxxxx XX 00000 Single Family 133600 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 171200 945.17 360 358 6.25 0 0 0.375 6.625 Xxxx Xxxxx Xxxx XX 00000 Townhouse 171200 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
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GI G01 1031250 6445.31 360 359 7.25 0 0 0.25 7.5 XXXXXX XX 00000 Single Family 1031250 20060601 75 No MI 1.00E+17 2.25 20110501 12.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
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GIII G03 631200 3484.75 360 359 6.375 0 0 0.25 6.625 XXXXXX XXXX XX 00000 PUD 631200 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G01 540000 3262.50 360 359 7 0 0 0.25 7.25 FOLLY XXXXX XX 00000 Single Family 540000 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 508000 3122.08 360 359 7.125 0 0 0.25 0.000 XXXXX XXX XXXXX XX 00000 PUD 508000 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 466875 2869.34 360 359 7.125 0 0 0.25 7.375 XXXXXXX XX 00000 Single Family 466875 20060601 75 No MI 1.00E+17 2.25 20110501 12.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 440350.58 2607.50 360 359 5.625 0 0 0.25 5.875 XXXXXXX XX 00000 Single Family 440800 20060601 80 No MI 1.00E+17 2.25 20110501 10.875 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G02 355300 2294.65 360 358 7.375 0 0 0.375 7.75 Xxxxx Xxxxxx XX 00000 Single Family 355300 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G03 360000 2250.00 360 354 7.125 0 0 0.375 7.5 Xxxx Xxxxx XX 00000 Single Family 360000 20060101 80 No MI 1.00E+17 2.25 20101201 12.5 2 1 First Lien Y 60 No_PP 360 60 N 20351201 AFL2
GII G03 607489.2 3994.13 360 359 6.5 0 0 0.375 6.875 Xxxxxxxxxx XX 00000 Single Family 608000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 1 First Lien N 0 Prepay 360 60 N 20360501 AFL2
GI G02 742500 5182.03 360 358 8 0 0 0.375 8.375 XXXXXX XX 0000 2-4 Family 742500 20060501 75 No MI 1.00E+17 2.25 20110401 14.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 274187 1770.79 360 359 7.375 0 0 0.375 7.75 Xxxxxx XX 00000 PUD 274187 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
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GI G02 141404.46 1026.70 360 358 7.5 0 0 0.375 7.875 Zion IL 60099 Single Family 141600 20060501 80 No MI 1.00E+17 4.375 20110401 12.875 2.375 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GI G02 139920 918.23 360 358 7.5 0 0 0.375 7.875 Xxxxxxxxxxx XX 00000 Single Family 139920 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 4 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G03 1106250 6914.06 360 359 7.125 0 0 0.375 7.5 Colts Neck XX 0000 Single Family 1106250 20060601 75 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GI G02 280000 1779.17 360 357 7.25 0 0 0.375 7.625 XXXXX XX 00000 Single Family 280000 20060401 80 No MI 1.00E+17 2.25 20110301 13.625 1.875 2 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G02 82343.29 597.46 360 359 7.5 0 0 0.375 7.875 XXXXX XXXXX XX 00000 Single Family 82400 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien N 0 Prepay 360 60 N 20360501 AFL2
GI G02 396200 3011.41 360 360 8 0 0 0.375 8.375 XXXXXX XXX XX 00000 PUD 396200 20060701 70 No MI 1.00E+17 2.25 20110601 13.375 1.875 1 First Lien N 0 No_PP 360 60 N 20360601 AFL2
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GI G01 1785000 10970.31 360 359 7.125 0 0 0.25 7.375 XXXXXXXXXX XX 00000 PUD 1785000 20060601 70 No MI 1.00E+17 2.25 20110501 12.375 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G03 191324 1150.54 360 357 5.75 0 0 0.25 6 XXXX XXXXXX XX 00000 Single Family 191900 20060401 88.83999634 PMI 1.00E+17 2.25 20110301 12 2 2 First Lien N 0 No_PP 360 60 N 20360301 ADN1
GIII G03 429600 2103.25 360 359 5.625 0 0 0.25 5.875 XXXXXX XX 00000 Single Family 429600 20060601 80 No MI 1.00E+17 2.25 20110501 10.875 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G01 151992.67 918.29 360 358 6.42 0.58 0 0.25 7.25 XXXXXX XX 00000 Single Family 152000 20060501 95 YES 1.00E+17 3.125 20110401 12.25 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GII G02 260000 1489.58 360 357 6.5 0 0 0.375 6.875 XXXXX XX 00000 PUD 260000 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 2.295 2 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GII G02 78800 459.67 360 357 6.625 0 0 0.375 7 Xxxxxxx XX 00000 Condominium 78800 20060401 80 No MI 1.00E+17 2.25 20110301 13 1.875 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G01 204000 998.75 360 359 5.625 0 0 0.25 5.875 XXX XXXX XX 00000 Condominium 204000 20060601 49.38999939 No MI 1.00E+17 2.25 20110501 10.875 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G01 74700 474.66 360 357 7.375 0 0 0.25 7.625 XXXXXXXXX XX 00000 2-4 Family 74700 20060401 90 United Guaranty 1.00E+17 2.25 20110301 12.625 2 2 First Lien Y 60 No_PP 360 60 N 20360301 ADN1
GI G01 1200000 8250.00 360 359 8 0 0 0.25 8.25 XXXXXXXX XX 00000 Single Family 1200000 20060601 80 No MI 1.00E+17 2.25 20110501 13.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 199800 1082.25 360 359 6.25 0 0 0.25 6.5 XXXXXXX XX 00000 Single Family 199800 20060601 30.97999954 No MI 1.00E+17 2.25 20110501 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GII G02 364000 1971.67 360 359 6.125 0 0 0.375 6.5 Xxxxxxxxxx XX 00000 Single Family 364000 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G03 440000 2566.67 360 359 6.75 0 0 0.25 7 XXXXXXXXXX XX 00000 Single Family 440000 20060601 80 No MI 1.00E+17 2.25 20110501 12 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 1206434.66 7731.75 360 359 6.375 0 0 0.25 6.625 XXXXXX XXXXX XX 00000 Condominium 1207500 20060601 70 No MI 1.00E+17 2.25 20110501 11.625 2 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
GIII G01 100521.23 620.64 360 358 6 0 0 0.25 6.25 XXXXXXXXXXX XX 0000 Single Family 100800 20060501 80 No MI 1.00E+17 2.25 20110401 11.25 2 2 First Lien N 0 No_PP 360 60 N 20360401 ADN1
GIII G03 1000000 5416.67 360 359 6.25 0 0 0.25 6.5 XXXXXXX XX 00000 Single Family 1000000 20060601 80 No MI 1.00E+17 2.25 20110501 11.5 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GI G01 450462 2768.46 360 359 7.125 0 0 0.25 7.375 XXXXXXXXXXX XX 00000 Condominium 450462 20060601 72.66000366 No MI 1.00E+17 2.25 20110501 12.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 106295 631.13 360 358 6.875 0 0 0.25 7.125 XXXXXX XXXX XX 00000 PUD 106320 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G03 1173600 6846.00 360 359 6.75 0 0 0.25 7 XXXXXX XX 00000 PUD 1173600 20060601 80 No MI 1.00E+17 2.25 20110501 12 1.875 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G03 227500 1350.78 360 360 6.75 0 0 0.375 7.125 XXXXXXX XX 00000 Single Family 227500 20060701 70 No MI 1.00E+17 2.25 20110601 12.125 2 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 136000 864.17 360 359 7.25 0 0 0.375 7.625 Xxxxxxxxxxxx XX 00000 Condominium 136000 20060601 80 No MI 1.00E+17 2.25 20110501 12.625 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 XXXX
GI G02 119200 831.92 360 359 8 0 0 0.375 8.375 Xxxxxxxx XX 0000 Condominium 119200 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GII G03 350400 2080.50 360 358 6.75 0 0 0.375 7.125 Xxxxxx Xxxxxxx XX 00000 Single Family 350400 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 337500 2039.07 360 359 6.875 0 0 0.375 7.25 Xxxxxxxxxx XX 00000 PUD 337500 20060601 75 No MI 1.00E+17 2.25 20110501 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 XXXX
GII G03 217000 1311.04 360 356 6.875 0 0 0.375 7.25 Xxxxxxx XX 0000 Single Family 217000 20060301 70 No MI 1.00E+17 2.25 20110201 12.25 1.875 1 First Lien Y 60 No_PP 360 60 N 20360201 AFL2
GI G02 303200 2116.08 360 358 8 0 0 0.375 8.375 Xxxxxxx XX 00000 2-4 Family 303200 20060501 80 No MI 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 221250 1451.95 360 358 7.5 0 0 0.375 7.875 XXXXXXXX XX 00000 Townhouse 221250 20060501 75 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 224000 1563.33 360 357 8 0 0 0.375 8.375 XXXX XXXXXXXXXX XX 00000 Single Family 224000 20060401 80 No MI 1.00E+17 2.25 20110301 14.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G03 488000 2846.67 360 359 6.75 0 0 0.25 7 XXXXXXXXX XX 00000 Single Family 488000 20060601 80 No MI 1.00E+17 2.25 20110501 12 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G01 148600 773.96 360 359 6 0 0 0.25 6.25 XXXXX XX 00000 PUD 148600 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G01 233848.93 1120.53 360 358 5.5 0 0 0.25 5.75 XXXXXXXXXXX XX 00000 Single Family 233880 20060501 80 No MI 1.00E+17 2.25 20110401 10.75 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G01 696500 4425.68 360 359 7.375 0 0 0.25 7.625 XX XXXXXX XX 00000 PUD 696500 20060601 70 No MI 1.00E+17 2.25 20110501 12.625 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 220000 1352.08 360 359 7.125 0 0 0.25 7.375 XXXX XXXXXX XX 00000 PUD 220000 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 2 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GIII G03 1500000 8281.25 360 360 6.375 0 0 0.25 6.625 XXXXXXXXX XX 0000 Single Family 1500000 20060701 60 No MI 1.00E+17 2.25 20110601 11.625 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G03 425000 2390.63 360 359 6.21 0.29 0 0.25 6.75 XXX XXXXXXX XX 00000 Single Family 425000 20060601 85 United Guaranty 1.00E+17 2.75 20110501 11.75 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G02 184155.09 1035.87 360 358 6.5 0 0 0.25 6.75 XXXXXXXXX XXXX XX 00000 Single Family 184500 20060501 90 Republic MIC 1.00E+17 2.25 20110401 11.75 1.875 2 Xxxxx Xxxx X 000 Xx_XX 000 00 X 00000000 XXX0
XXXX G03 480000 2550.00 360 359 6.125 0 0 0.25 6.375 XXX XXXXXXX XX 00000 Single Family 480000 20060601 67.61000061 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GII G02 148850 852.79 360 359 6.5 0 0 0.375 6.875 XXXX XXXXXX XX 00000 Condominium 148850 20060601 65 No MI 1.00E+17 2.25 20110501 12.875 2 2 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 139436 784.33 360 359 6.375 0 0 0.375 6.75 XXXXXXXXX XX 00000 PUD 139436 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G01 255285.25 1964.12 360 359 8.125 0 0 0.375 8.5 Xxxxxxxxxx Xxxxxxx XX 00000 Single Family 255440 20060601 80 No MI 1.00E+17 2.25 20110501 13.5 1.875 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
GI G03 149432 933.95 360 359 7.125 0 0 0.375 7.5 Xxxxxxxxx XX 00000 PUD 149432 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G01 141600 929.25 360 360 7.5 0 0 0.375 7.875 Xxxxxxx XX 00000 PUD 141600 20060701 80 No MI 1.00E+17 2.25 20110601 12.875 1.875 1 First Lien Y 60 Prepay 360 60 N 20360601 AFL2
GIII G03 194300 971.50 360 360 5.75 0 0 0.25 6 XXXXXXXXXX XX 00000 Condominium 194300 20060701 79.98999786 No MI 1.00E+17 2.25 20110601 11 1.875 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GI G01 280000 1866.67 360 358 7.75 0 0 0.25 8 XXXXXXXXXXX XX 00000 PUD 280000 20060501 73.68000031 No MI 1.00E+17 2.25 20110401 14 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G02 218400 1205.75 360 354 6.25 0 0 0.375 6.625 Xxx Xxxxx XX 00000 PUD 218400 20060101 80 No MI 1.00E+17 2.375 20071201 11.625 2 1 First Lien Y 120 No_PP 360 24 N 20351201 AFL2
GI G01 264000 1732.50 360 360 7.625 0 0 0.25 7.875 XXXXXXX XXXXX XX 00000 PUD 264000 20060701 80 No MI 1.00E+17 2.25 20110601 12.875 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G03 579136.43 4055.44 360 358 7.25 0 0 0.25 7.5 XXXXXXX XX 00000 Single Family 580000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GIII G03 489799 2806.14 360 357 6.625 0 0 0.25 6.875 XXXXXXXX XX 00000 Single Family 489799 20060401 80 No MI 1.00E+17 3.25 20110301 11.875 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 182000 1004.79 360 359 6.375 0 0 0.25 6.625 XXX XXXX XX 00000 Single Family 182000 20060601 37.91999817 No MI 1.00E+17 2.25 20110501 12.625 3 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 568750 3080.73 360 357 6.25 0 0 0.25 6.5 XXXXX XXXX XX 00000 2-4 Family 568750 20060401 65 No MI 1.00E+17 2.25 20110301 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G01 162800 814.00 360 360 5.75 0 0 0.25 6 XXXXXXXXXX XX 00000 PUD 162800 20060701 80 No MI 1.00E+17 2.25 20110601 11 2 2 First Lien Y 60 No_PP 360 60 N 20360601 ADN1
GIII G02 184700 1058.18 360 359 6.625 0 0 0.25 6.875 XXXXX XX 00000 Condominium 184700 20060601 79.95999908 No MI 1.00E+17 2.25 20110501 11.875 2 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GIII G02 230000 1221.88 360 359 6.125 0 0 0.25 6.375 XXXXX XXXX XX 00000 Single Family 230000 20060601 50 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G01 167041.35 1029.48 360 359 6 0 0 0.25 6.25 XXXXXXXXXXXX XX 00000 Single Family 167200 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 2 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
GIII G03 1335000 7648.44 360 358 6.625 0 0 0.25 6.875 XXX XXXXX XX 00000 Single Family 1335000 20060501 75 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GIII G02 107203.2 591.85 360 357 6.375 0 0 0.25 6.625 XXXXXXX XX 00000 Single Family 107250 20060401 57.97000122 No MI 1.00E+17 4.283 20110301 12.625 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G02 180000 1012.50 360 359 6.5 0 0 0.25 6.75 XXXXXXX XX 00000 PUD 180000 20060601 60 No MI 1.00E+17 2.25 20110501 11.75 4.033 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 612000 3570.00 360 357 6.75 0 0 0.25 7 XXX XXXXXXX XX 00000 2-4 Family 612000 20060401 80 No MI 1.00E+17 2.25 20110301 13 2 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 409000 2300.63 360 360 6.5 0 0 0.25 6.75 XXXXXX XX 00000 Single Family 409000 20060701 79.41999817 No MI 1.00E+17 2.25 20110601 11.75 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GII G03 126000 682.50 360 360 6.125 0 0 0.375 6.5 XXXXXXX XX 00000 Single Family 126000 20060701 70 No MI 1.00E+17 2.25 20110601 11.5 2 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GIII G03 639600 3664.38 360 358 6.625 0 0 0.25 6.875 XXXX XXXXXX XX 00000 Single Family 639600 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G01 302400 1984.50 360 357 7.625 0 0 0.25 7.875 XXXXXX XX 00000 Single Family 302400 20060401 80 No MI 1.00E+17 3.75 20110301 12.875 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 116000 664.58 360 359 6.625 0 0 0.25 6.875 XXXXXX XX 00000 Single Family 116000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 3.5 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GIII G02 287200 1555.67 360 357 6.25 0 0 0.25 6.5 XXXX XX 00000 Single Family 287200 20060401 80 No MI 1.00E+17 2.25 20110301 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GI G03 108869.38 753.66 360 357 7 0 0 0.375 7.375 XXXXXX XX 00000 Single Family 109120 20060401 80 No MI 1.00E+17 2.25 20110301 12.375 2 1 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GI G02 108400 745.25 360 359 7.875 0 0 0.375 8.25 XXXXXXXXX XX 00000 Single Family 108400 20060601 80 No MI 1.00E+17 2.25 20110501 13.25 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
GI G02 174000 1141.88 360 360 7.5 0 0 0.375 7.875 Xxxx Xxxxx Xxxxx XX 00000 Single Family 174000 20060701 75 No MI 1.00E+17 2.25 20110601 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 272304 2093.78 360 360 8.125 0 0 0.375 8.5 XXXXXXX XX 00000 Condominium 272304 20060701 80 No MI 1.00E+17 2.25 20110601 13.5 1.875 1 First Lien N 0 No_PP 360 60 N 20360601 AFL2
GII G03 103250 623.80 360 360 6.875 0 0 0.375 7.25 Xxxxxxxx XX 00000 Single Family 103250 20060701 70 No MI 1.00E+17 2.25 20110601 12.25 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GI G02 128000 826.67 360 359 7.375 0 0 0.375 7.75 Xxxxxx Xxxx XX 00000 Single Family 128000 20060601 80 No MI 1.00E+17 2.25 20110501 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G03 112560 680.05 360 359 6.875 0 0 0.375 7.25 XXXXXX XX 00000 Single Family 112560 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G02 270000 1490.63 360 360 6.375 0 0 0.25 6.625 XXXXXXXXX XX 00000 Single Family 270000 20060701 61.36000061 No MI 1.00E+17 2.25 20110601 11.625 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 205800 1114.75 360 357 6.25 0 0 0.25 6.5 XXX XXXXX XX 00000 PUD 205800 20060401 70 No MI 1.00E+17 2.25 20110301 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GI G02 289560 1598.61 360 354 6.25 0 0 0.375 0.000 Xxxxx Xxx Xxxxx XX 00000 Single Family 289560 20060101 80 No MI 1.00E+17 2.375 20071201 11.625 2 1 First Lien Y 120 No_PP 360 24 N 20351201 AFL2
GIII G02 168000 927.50 360 360 6.375 0 0 0.25 6.625 XXXXXXX XX 00000 Single Family 168000 20060701 80 No MI 1.00E+17 2.25 20110601 11.625 2 2 First Lien Y 60 Prepay 360 60 N 20360601 ADN1
GIII G03 485000 2677.60 360 358 6.375 0 0 0.25 6.625 XXXXXXX XXXXX XX 00000 Condominium 485000 20060501 69.77999878 No MI 1.00E+17 2.25 20110401 11.625 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GI G02 126500 856.51 360 358 7.75 0 0 0.375 8.125 XXXXXXX XX 00000 Condominium 126500 20060501 79.09999847 No MI 1.00E+17 2.25 20110401 13.125 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 176000 935.00 360 357 6.125 0 0 0.25 6.375 XXXXXX XX 00000 Single Family 176000 20060401 80 No MI 1.00E+17 2.25 20110301 11.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GI G02 124000 800.83 360 355 7.375 0 0 0.375 7.75 Xxxxxx XX 00000 Single Family 124000 20060201 80 No MI 1.00E+17 2.25 20110101 12.75 2 1 First Lien Y 120 No_PP 360 60 N 20360101 AFL2
GI G01 117217 769.24 360 359 7.5 0 0 0.375 7.875 Xxxxxxx XX 00000 Single Family 117217 20060601 80 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 118400 801.67 360 359 7.75 0 0 0.375 8.125 Xxxxxxxxxx XX 00000 PUD 118400 20060601 80 No MI 1.00E+17 2.25 20110501 13.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G03 190792 1152.70 360 359 6.875 0 0 0.375 7.25 XXXXXXXXX XX 00000 PUD 190792 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 197592 1132.04 360 359 6.5 0 0 0.375 6.875 XXXXXXXXXX XX 00000 PUD 197592 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G02 244000 1347.08 360 357 6.375 0 0 0.25 6.625 XXXXXXX XX 00000 Condominium 244000 20060401 80 No MI 1.00E+17 2.25 20110301 11.625 1.875 1 Xxxxx Xxxx X 000 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 558400 3199.17 360 357 6.625 0 0 0.25 6.875 XXXX XXXXXX XX 00000 PUD 558400 20060401 80 No MI 1.00E+17 2.25 20110301 11.875 2 1 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G02 273000 1450.31 360 357 6.125 0 0 0.25 6.375 XXXXXXX XXXX XX 00000 Single Family 273000 20060401 36.40000153 No MI 1.00E+17 2.25 20110301 12.375 2 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 187992 1116.20 360 358 6.875 0 0 0.25 7.125 XXXXX XX 00000 Single Family 187992 20060501 80 No MI 1.00E+17 2.25 20110401 13.125 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GIII G02 221800 1178.31 360 358 6.125 0 0 0.25 6.375 XXXXXXXX XX 00000 PUD 221800 20060501 74.98000336 No MI 1.00E+17 2.25 20110401 12.375 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G02 304400 1712.25 360 358 6.5 0 0 0.25 6.75 XXX XXXXXX XX 00000 Condominium 304400 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G02 175868 1007.58 360 358 6.625 0 0 0.25 0.000 XXXXX XXX XXXXX XX 00000 Condominium 175868 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 2 Xxxxx Xxxx X 000 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 780000 4225.00 360 358 6.25 0 0 0.25 6.5 XXXXXX XXXXXX XX 00000 Single Family 780000 20060501 65 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GII G03 149200 885.88 360 359 6.75 0 0 0.375 7.125 Xxxxxx Xxxxxxx XX 00000 PUD 149200 20060601 80 No MI 1.00E+17 2.25 20110501 12.125 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 166657 954.81 360 359 6.5 0 0 0.375 6.875 XXXXXXX XX 00000 PUD 166657 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 165192 1015.24 360 359 7 0 0 0.375 7.375 XXXXXX XX 00000 PUD 165192 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G03 94500 472.50 360 359 5.625 0 0 0.375 6 Xxxxxxxxxxx XX 00000 PUD 94500 20060601 75.66000366 No MI 1.00E+17 2.25 20110501 11 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G02 188750 1042.06 360 359 6.25 0 0 0.375 6.625 XXXXXXX XX 00000 PUD 188750 20060601 79.98999786 No MI 1.00E+17 2.25 20110501 11.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GIII G03 146500 701.98 360 359 5.5 0 0 0.25 5.75 XXXXXXXXX XX 00000 PUD 146500 20060601 69.76000214 No MI 1.00E+17 2.25 20110501 10.75 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G02 412000 2231.67 360 358 6.25 0 0 0.25 6.5 XXXXX XXXX XX 00000 Single Family 412000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G02 291900 1702.75 360 359 6.75 0 0 0.25 7 XXXXXXXXX XX 00000 PUD 291900 20060601 70 No MI 1.00E+17 2.25 20110501 12 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 520000 2925.00 360 358 6.5 0 0 0.25 6.75 XXXX XXXXXX XX 00000 Single Family 520000 20060501 78.55000305 No MI 1.00E+17 2.25 20110401 12.75 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G01 248000 1214.17 360 359 5.625 0 0 0.25 5.875 XXX XXXXX XX 00000 Single Family 248000 20060601 80 No MI 1.00E+17 2.25 20110501 10.875 2 2 First Lien Y 60 Prepay 360 60 N 20360501 ADN1
GIII G01 295712.3 1798.53 360 359 5.875 0 0 0.25 6.125 XXXXXXXX XX 00000 Single Family 296000 20060601 80 No MI 1.00E+17 2.25 20110501 11.125 2 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GIII G02 304900 1651.54 360 358 6.25 0 0 0.25 6.5 XXX XXXXX XX 00000 Single Family 305000 20060501 72.62000275 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GI G01 255000 1700.00 360 359 7.75 0 0 0.25 0 XXXX XXXXXXXXXXX XX 0000 Single Family 255000 20060601 94.80000305 GE Capital MI 1.00E+17 2.25 20110501 13 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 512000 2826.67 360 357 6.375 0 0 0.25 6.625 XXXXXXXXX XX 00000 Single Family 512000 20060401 80 No MI 1.00E+17 3.25 20110301 11.625 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 242911.66 1562.36 360 355 6.375 0 0 0.25 6.625 XXXXXX XX 0000 Single Family 244000 20060201 80 No MI 1.00E+17 2.75 20110101 11.625 3 2 First Lien N 0 Prepay 360 60 N 20360101 ADN1
GII G03 122500 663.54 360 359 6.125 0 0 0.375 6.5 XXXXXXXX XX 00000 Single Family 122500 20060601 70 No MI 1.00E+17 2.25 20110501 11.5 2.5 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G01 303318.93 2125.61 360 357 7.25 0 0 0.25 7.5 XXXXX XX 00000 2-4 Family 304000 20060401 80 No MI 1.00E+17 3.25 20110301 12.5 1.875 1 First Lien N 0 Prepay 360 60 N 20360301 ADN1
GI G01 317800 1920.04 360 359 7 0 0 0.25 7.25 XXXXXXXXX XX 00000 Single Family 317800 20060601 80 No MI 1.00E+17 2.25 20110501 12.25 3 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 524000 2565.42 360 358 5.625 0 0 0.25 5.875 XXX XXXXXXX XX 00000 Single Family 524000 20060501 80 No MI 1.00E+17 2.25 20110401 10.875 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 316000 1876.25 360 357 6.875 0 0 0.25 7.125 XXXXXXXXXXX XX 00000 Single Family 316000 20060401 80 No MI 1.00E+17 3.25 20110301 12.125 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GI G02 73493.12 520.94 360 358 7.25 0 0 0.375 7.625 XXXXXXXX XX 00000 2-4 Family 73600 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 3 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GIII G01 280640 1286.27 360 357 5.25 0 0 0.25 5.5 XX XXXX XX 00000 Condominium 280640 20060401 80 No MI 1.00E+17 2.25 20110301 11.5 1.875 2 First Lien Y 60 No_PP 360 60 N 20360301 ADN1
GIII G02 320400 1835.63 360 357 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 Condominium 320400 20060401 80 No MI 1.00E+17 3.25 20110301 11.875 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G01 190000 950.00 360 360 5.75 0 0 0.25 6 XXXXXXXXX XX 00000 Single Family 190000 20060701 63.33000183 No MI 1.00E+17 2.25 20110601 12 3 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GI G01 196727.95 1428.39 360 358 7.625 0 0 0.25 7.875 XXXX XXXX XX 00000 PUD 197000 20060501 89.94999695 United Guaranty 1.00E+17 2.25 20110401 13.875 2 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GII G02 288000 1650.00 360 358 6.5 0 0 0.375 6.875 XXXXXXX XX 00000 PUD 288000 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 402133 2220.11 360 360 6.375 0 0 0.25 6.625 XXX XXXXX XX 00000 PUD 402133 20060701 80 No MI 1.00E+17 2.25 20110601 11.625 1.875 2 Xxxxx Xxxx X 000 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 256000 1360.00 360 357 6.125 0 0 0.25 6.375 XXXXXXXX XX 00000 PUD 256000 20060401 80 No MI 1.00E+17 2.25 20110301 12.375 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GII G03 210700 1272.98 360 356 6.875 0 0 0.375 7.25 Xxxxxx XX 00000 Condominium 210700 20060301 79.98999786 No MI 1.00E+17 2.25 20110201 12.25 2 2 First Lien Y 120 Prepay 360 60 N 20360201 AFL2
GI G02 113600 781.00 360 358 7.875 0 0 0.375 8.25 Xxxxxxxx Xxxxxxx XX 00000 Single Family 113600 20060501 80 No MI 1.00E+17 2.25 20110401 13.25 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G02 246542.77 1412.48 360 357 6.625 0 0 0.25 6.875 Xxxxxxx XX 00000 Single Family 248250 20060401 80 No MI 1.00E+17 2.25 20110301 11.875 1.875 2 First Lien Y 60 No_PP 360 60 N 20360301 AFL2
GII G02 232800 1333.75 360 357 6.625 0 0 0.25 6.875 Xxxxx Xxxxxxxxxx XX 00000 PUD 232800 20060401 80 No MI 1.00E+17 2.25 20110301 11.875 2 2 First Lien Y 60 No_PP 360 60 N 20360301 AFL2
GI G02 146900 948.73 360 358 7.375 0 0 0.375 7.75 Xxxxx XX 00000 Condominium 146900 20060501 69.98999786 No MI 1.00E+17 2.25 20110401 12.75 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G02 356183.87 2314.20 360 358 6.5 0 0 0.25 6.75 Xxxxxx XX 00000 Single Family 356800 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 1.875 2 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GII G02 332000 1763.75 360 358 6 0 0 0.375 6.375 XXXXXX XX 00000 Condominium 332000 20060501 80 No MI 1.00E+17 2.25 20110401 11.375 2 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GII G03 648461.31 4379.18 360 357 6.875 0 0 0.25 7.125 Xxxxxx XX 0000 Condominium 650000 20060401 77.83999634 No MI 1.00E+17 2.25 20110301 12.125 1.875 2 First Lien N 0 No_PP 360 60 N 20360301 AFL2
GI G01 1087500 7250.00 360 356 7.625 0 0 0.375 8 Xxx Xxxxx XX 00000 Single Family 1087500 20060301 75 No MI 1.00E+17 2.25 20110201 13 2 1 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GI G03 650000 4062.50 360 358 7.125 0 0 0.375 7.5 Xxxxxx Xxxx XX 00000 Single Family 650000 20060501 78.30999756 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G03 1465609.53 7775.43 360 357 6.125 0 0 0.25 6.375 Xxxxxxxxxxxx XX 00000 Townhouse 1470000 20060401 70 No MI 1.00E+17 2.25 20110301 11.375 1.875 2 First Lien Y 60 No_PP 360 60 N 20360301 AFL2
GI G02 142905 952.70 360 358 7.625 0 0 0.375 8 Xxxx XX 00000 Single Family 142905 20060501 75 No MI 2.25 20110401 13 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G03 332000 2075.00 360 355 7.125 0 0 0.375 7.5 Xxxxxx XX 00000 PUD 332000 20060201 79.27999878 No MI 1.00E+17 2.25 20110101 13.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360101 AFL2
GII G03 181861.86 1079.80 360 357 6.75 0 0 0.375 7.125 Xxxxxxxxxx XX 0000 PUD 182000 20060401 70 No MI 1.00E+17 2.25 20110301 12.125 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 219856.08 1633.50 360 359 7.75 0 0 0.375 8.125 Xxxxx Xxxxxxxxxx XX 00000 Single Family 220000 20060601 80 No MI 2.25 20110501 13.125 1.875 1 First Lien N 0 Prepay 360 60 N 20360501 AFL2
GI G03 182704 1122.87 360 357 7 0 0 0.375 7.375 XXXXXX XX 00000 PUD 182704 20060401 80 No MI 1.00E+17 2.25 20110301 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 56250 407.85 360 360 7.5 0 0 0.375 7.875 Xxxxxxxxxxxx XX 00000 Single Family 56250 20060701 75 No MI 2.25 20110601 12.875 1.875 1 First Lien N 0 Prepay 360 60 N 20360601 AFL2
GII G02 293000 1709.17 360 359 6.625 0 0 0.375 7 XXXXXXXXXX XX 0000 2-4 Family 293000 20060601 77.51000214 No MI 1.00E+17 2.25 20110501 12 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GII G03 517800 2966.56 360 357 6.5 0 0 0.375 6.875 Xxxxxxxxx XX 00000 Condominium 518000 20060401 44.65999985 No MI 1.00E+17 2.25 20110301 11.875 1.875 1 First Lien Y 60 Prepay 360 60 N 20360301 AFL2
GII G03 650000 3385.42 360 356 5.875 0 0 0.375 6.25 Xxxxxx Xxxx Xxxxxx XX 00000 PUD 650000 20060301 61.02999878 No MI 1.00E+17 2.25 20110201 12.25 1.875 2 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GII G02 236000 1352.08 360 359 6.5 0 0 0.375 6.875 Xxxxxx XX 00000 Single Family 236000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G01 432000 2835.00 360 358 7.625 0 0 0.25 7.875 XXXXXXXX XX 00000 Single Family 432000 20060501 80 No MI 1.00E+17 2.25 20110401 13.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G02 252000 1417.50 360 357 6.5 0 0 0.25 6.75 SEARSMONT ME 4973 Single Family 252000 20060401 80 No MI 1.00E+17 2.75 20110301 12.75 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G02 297006.61 2000.35 360 358 6.625 0 0 0.25 6.875 XXXX XXXXXXXX XX 00000 Single Family 304500 20060501 70 No MI 1.00E+17 2.25 20110401 12.875 2.5 2 First Lien N 0 No_PP 360 60 N 20360401 ADN1
GIII G02 75875.04 505.63 360 358 6.75 0 0 0.25 7 XXX XXXXX XX 00000 Condominium 76000 20060501 80 No MI 1.00E+17 2.25 20110401 13 2 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GIII G02 360000 1950.00 360 358 6.25 0 0 0.25 6.5 XXXXXX XXXXXXXXX XX 00000 Single Family 360000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G01 256000 1680.00 360 358 6.895 0.73 0 0.25 7.875 XXXXXXXXX XX 00000 Single Family 256000 20060501 94.80999756 Republic MIC 1.00E+17 3.25 20110401 13.875 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GIII G02 248384.12 1656.60 360 357 6.75 0 0 0.25 0 XXXXXXXX XXXXX XX 0000 Condominium 249000 20060401 39.84000015 No MI 1.00E+17 2.25 20110301 13 2.27 2 First Lien N 0 No_PP 360 60 N 20360301 ADN1
GIII G02 407781 2208.81 360 357 6.25 0 0 0.25 6.5 XXXX XXXX XX 00000 Single Family 407781 20060401 80 No MI 1.00E+17 2.25 20110301 11.5 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 256000 1466.67 360 356 6.625 0 0 0.25 6.875 XXXXXXXXX XX 0000 Single Family 256000 20060301 80 No MI 1.00E+17 2.75 20110201 12.875 2 2 First Lien Y 120 No_PP 360 60 N 20360201 ADN1
GII G03 496270 2739.82 360 359 6.25 0 0 0.375 6.625 XXX XXXX XX 00000 Single Family 496270 20060601 59.08000183 No MI 1.00E+17 2.25 20110501 11.625 2.5 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G03 650000 3520.83 360 358 6.25 0 0 0.25 6.5 XXXX XXXX XX 00000 Condominium 650000 20060501 67.01000214 No MI 1.00E+17 2.25 20110401 12.5 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GI G01 300000 1875.00 360 356 7.25 0 0 0.25 7.5 XXXXXX XX 00000 Single Family 300000 20060301 75 No MI 1.00E+17 2.25 20110201 12.5 2 1 First Lien Y 120 No_PP 360 60 N 20360201 ADN1
GIII G01 343200 1787.50 360 357 6 0 0 0.25 6.25 XXXXX XX 00000 Single Family 343200 20060401 80 No MI 1.00E+17 2.25 20110301 11.25 2 1 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G01 211991.64 1104.15 360 357 6 0 0 0.25 6.25 XXXXXXXXXXX XX 00000 Single Family 212000 20060401 80 No MI 1.00E+17 2.25 20110301 11.25 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 279922.71 1545.83 360 357 6.375 0 0 0.25 6.625 XXXXXX XXXXXXXXX XX 00000 PUD 280000 20060401 80 No MI 1.00E+17 2.25 20110301 11.625 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GI G01 480000 3200.00 360 357 7.75 0 0 0.25 8 XXXXXX XX 00000 Single Family 480000 20060401 80 No MI 1.00E+17 2.25 20110301 13 3 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 348749.43 1998.05 360 357 6.625 0 0 0.25 6.875 XXXX XXXXX XX 00000 Single Family 348750 20060401 75 No MI 1.00E+17 2.25 20110301 11.875 3 1 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GI G01 756000 4803.75 360 357 7.375 0 0 0.25 7.625 XXXXXX XXXXXX XX 00000 PUD 756000 20060401 75 No MI 1.00E+17 2.25 20110301 12.625 2 1 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GI G01 161600 1060.50 360 357 7.625 0 0 0.25 7.875 XXXXXXX XX 00000 Condominium 161600 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GII G02 135200 788.67 360 357 6.625 0 0 0.375 7 Xxxxxx Xxxx XX 00000 PUD 175200 20060401 79.95999908 No MI 1.00E+17 2.25 20110301 13 2 2 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G01 109264 717.05 360 360 7.5 0 0 0.375 7.875 Xxxxxxxxx XX 00000 PUD 109264 20060701 79.83999634 No MI 1.00E+17 2.25 20110601 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360601 AFL2
GII G02 118400 678.33 360 359 6.5 0 0 0.375 6.875 Xxxx Xxxxxxx XX 00000 Condominium 118400 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 131192 860.95 360 358 7.5 0 0 0.375 7.875 Xxxxxxxxx XX 00000 PUD 131192 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G03 143920 884.51 360 360 7 0 0 0.375 0.000 Xx Xxxxxxxxxx XX 00000 Single Family 143920 20060701 80 No MI 2.25 20110601 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GII G03 320000 1666.67 360 357 5.875 0 0 0.375 6.25 Xxx Xxxxxxx XX 00000 2-4 Family 320000 20060401 32 No MI 1.00E+17 2.25 20110301 12.25 1.875 2 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GII G02 162312 913.01 360 358 6.375 0 0 0.375 6.75 XXXXX XXX XXXXX XX 00000 Condominium 162312 20060501 80 No MI 1.00E+17 2.25 20110401 11.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 360092 2363.10 360 358 7.5 0 0 0.375 7.875 Xxxxxx XX 00000 PUD 360092 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 125625 824.41 360 359 7.5 0 0 0.375 7.875 XXXXXX XX 00000 Single Family 125625 20060601 75 No MI 1.00E+17 2.25 20110501 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G03 113713.41 785.99 360 359 7 0 0 0.375 7.375 Xxxxxxx XX 00000 PUD 113800 20060601 80 No MI 1.00E+17 2.25 20110501 12.375 1.875 1 First Lien N 0 No_PP 360 60 N 20360501 AFL2
GI G02 121592 797.95 360 358 7.5 0 0 0.375 7.875 Xxxxxxxxx XX 00000 PUD 121592 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 380000 2612.50 360 358 7.875 0 0 0.375 8.25 Xxx Xxxxx XX 00000 Single Family 380000 20060501 79.16999817 No MI 1.00E+17 2.375 20080401 13.25 1.875 1 First Lien Y 120 No_PP 360 24 N 20360401 AFL2
GII G02 174680 982.58 360 359 6.375 0 0 0.375 6.75 Xxxxx XX 00000 Single Family 174680 20060601 80 No MI 1.00E+17 2.25 20110501 11.75 2 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G03 329600 2060.00 360 358 7.125 0 0 0.375 7.5 Xxxxxxx XX 00000 Single Family 329600 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G02 387460 2502.35 360 358 7.375 0 0 0.375 7.75 Xx Xxxxxx XX 00000 PUD 387460 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 60 Prepay 360 60 N 20360401 AFL2
GI G01 500000 3437.50 360 358 7.875 0 0 0.375 8.25 Xxx Xxxxx XX 00000 Single Family 500000 20060501 67.11000061 No MI 1.00E+17 2.375 20080401 13.25 1.875 1 First Lien Y 120 No_PP 360 24 N 20360401 AFL2
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GI G03 227200 1420.00 360 360 7.125 0 0 0.375 7.5 XXXXXXX XX 00000 Single Family 227200 20060701 80 No MI 3.75 20110601 12.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
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GI G03 120000 912.09 360 360 8 0 0 0.375 8.375 XXXXX XXXX XX 00000 Single Family 120000 20060801 80 No MI 4.25 20110701 13.375 4.875 2 First Lien N 0 Prepay 360 60 N 20360701 ADN1
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GI G03 303200 2084.50 360 359 7.875 0 0 0.375 8.25 XXXX XXXXXXXXXX XX 00000 PUD 303200 20060601 80 No MI 2.75 20110501 13.25 3.375 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 348000 1848.75 360 359 6 0 0 0.375 6.375 XX XXXX XX 00000 Single Family 348000 20060601 80 No MI 3 20110501 11.375 2.375 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
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GI G03 156000 1077.45 360 360 7 0 0 0.375 7.375 XXXXXX XX 00000 Single Family 156000 20060701 80 No MI 4.25 20110601 12.375 2.625 2 First Lien N 0 No_PP 360 60 N 20360601 ADN1
GI G03 245000 1582.29 360 359 7.375 0 0 0.375 7.75 XXXXXX XX 0000 Condominium 245000 20060601 70 No MI 2.75 20110501 12.75 3.875 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
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GI G03 475920 3123.23 360 360 7.5 0 0 0.375 7.875 XXXXXXXXX XX 00000 Single Family 475920 20060801 80 No MI 3.75 20110701 12.875 2.875 2 First Lien Y 120 Prepay 360 60 N 20360701 ADN1
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GI G03 167200 1079.83 360 360 7.375 0 0 0.375 7.75 XXXXXX XX 00000 Single Family 167200 20060701 80 No MI 3.5 20110601 12.75 3.375 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GI G03 215600 1437.33 360 358 7.625 0 0 0.375 8 XXXXXXXXXX XX 0000 2-4 Family 215600 20060501 70 No MI 2.75 20110401 13 3.125 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G03 248000.03 1651.24 360 358 7.615 0 0 0.375 7.99 XXX XXXXXXXXXX XX 00000 Single Family 248000 20060501 80 No MI 3.75 20110401 12.99 2.375 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
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GI G03 308000 1989.17 360 359 7.375 0 0 0.375 7.75 XXXXXXX XX 00000 PUD 308000 20060601 80 No MI 3.75 20110501 12.75 2.625 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GI G03 406400 2243.67 360 359 6.25 0 0 0.375 6.625 XXX XXXXX XX 00000 Single Family 406400 20060601 80 No MI 3 20110501 11.625 3.375 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
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GI G03 256000 1813.33 360 358 8.125 0 0 0.375 8.5 LITTLE EGG HARBOR TOWNSNJ 8087 Single Family 256000 20060501 77.58000183 No MI 2.75 20110401 13.5 3.375 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
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GI G03 271600 1725.79 360 358 7.25 0 0 0.375 7.625 XXXXXXXXXX XX 00000 Single Family 271600 20060501 80 No MI 5.25 20110401 12.625 1.875 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GI G03 332000 2005.83 360 359 6.875 0 0 0.375 7.25 XXXXXXXXXXX XX 00000 Single Family 332000 20060601 80 No MI 3.25 20110501 12.25 4.875 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
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GI G03 110278.95 888.30 360 358 8.625 0 0 0.375 9 XXXXX XX 00000 2-4 Family 110400 20060501 80 No MI 2.75 20110401 14 3.875 2 First Lien N 0 No_PP 360 60 N 20360401 ADN1
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GI G03 76800 584.00 360 360 8.75 0 0 0.375 9.125 XXXXXXX XX 00000 Condominium 76800 20060701 80 No MI 5.25 20110601 14.125 3.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
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GI G03 364000 2123.33 360 360 6.625 0 0 0.375 7 XXXXXXX XX 00000 2-4 Family 364000 20060701 80 No MI 3.25 20110601 12 3.125 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 234000 1316.25 360 359 6.375 0 0 0.375 6.75 XXXXXX XX 00000 Single Family 234000 20060601 80 No MI 3.25 20110501 11.75 2.875 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GII G02 164000 871.25 360 359 6 0 0 0.375 6.375 XXXXXXX XX 00000 Condominium 164000 20060601 80 No MI 3.75 20110501 11.375 2.875 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 285747.67 1831.29 360 359 6.25 0 0 0.375 6.625 XXXXXX XX 00000 Single Family 286000 20060601 80 No MI 3 20110501 11.625 3.375 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
GII G02 251403 1387.95 360 359 6.25 0 0 0.375 6.625 XXXXXXXX XX 00000 Single Family 251403 20060601 80 No MI 3.75 20110501 11.625 2.625 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 277844 1881.24 360 359 7.75 0 0 0.375 8.125 XXX XXXXXXX XX 00000 Single Family 277844 20060601 80 No MI 3.75 20110501 13.125 3.375 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GI G03 500000 3489.58 360 360 8 0 0 0.375 0.000 XXXXX XXXXX XXXX XX 00000 2-4 Family 500000 20060701 80 No MI 4.25 20110601 13.375 3.375 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GI G03 94265.73 742.02 360 359 8.375 0 0 0.375 8.75 XXXXXX XX 00000 Single Family 94320 20060601 80 No MI 5.25 20110501 13.75 3.875 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
GI G03 259511.75 1976.19 360 357 8 0 0 0.375 8.375 XXXXX XX 00000 Single Family 260000 20060401 80 No MI 2.75 20110301 13.375 4.875 2 First Lien N 0 No_PP 360 60 N 20360301 ADN1
GII G02 281950 1644.71 360 360 6.625 0 0 0.375 7 XXXXXX XX 00000 PUD 281950 20060801 80 No MI 3.5 20110701 12 2.375 2 First Lien Y 120 No_PP 360 60 N 20360701 ADN1
GI G03 271360 1413.33 360 359 5.875 0 0 0.375 6.25 XXXXX XXXXX XX 00000 Single Family 271360 20060601 80 No MI 3.25 20110501 11.25 3.125 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 183870.13 1318.20 360 359 7.375 0 0 0.375 7.75 XXXXXXXXXX XX 0000 Single Family 184000 20060601 80 No MI 3.5 20110501 12.75 2.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G03 184000 1130.83 360 359 7 0 0 0.375 7.375 XXX XXXXX XX 00000 Single Family 184000 20060601 80 No MI 3 20090501 13.375 3.125 2 First Lien Y 120 Prepay 360 36 N 20360501 ADN1
GI G03 292000 1642.50 360 360 6.375 0 0 0.375 6.75 XXXXXXXXXX XX 00000 Townhouse 292000 20060701 80 No MI 3 20110601 11.75 2.625 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 336000 2378.19 360 360 7.25 0 0 0.375 7.625 XXXXXXXXXXXXX XX 00000 Single Family 336000 20060701 80 No MI 3.5 20110601 12.625 2.625 2 First Lien N 0 No_PP 360 60 N 20360601 ADN1
GII G03 95849.77 654.89 360 358 6.875 0 0 0.375 7.25 CAPE XXXXXXXXX XX 00000 Single Family 96000 20060501 80 No MI 4.25 20110401 12.25 3.125 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GI G03 79890.67 559.02 360 359 7.125 0 0 0.375 7.5 XXXXXXXXXXX XX 00000 Townhouse 79950 20060601 65 No MI 1.00E+17 2.25 20110501 12.5 3.875 1 First Lien N 0 Prepay 360 60 N 20360501 AFL2
GII G02 316000 1810.42 360 359 6.5 0 0 0.375 6.875 Xxx Xxxxx XX 00000 Single Family 316000 20060601 80 No MI 1.00E+17 2.25 20110501 11.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
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GI G03 176000 1210.00 360 360 7.875 0 0 0.375 8.25 XXXXXX XXXXX XX 00000 Single Family 176000 20060701 80 No MI 5.25 20110601 13.25 3.375 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
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GI G01 286400 2058.50 360 356 8.375 0 0 0.25 8.625 XXXXXX XX 0000 Single Family 286400 20060301 94.98999786 Mortgage Guaranty In 1.00E+17 2.75 20110201 14.625 2.5 2 First Lien Y 120 No_PP 360 60 N 20360201 ADN1
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GI G02 244000 1677.50 360 358 7.875 0 0 0.375 8.25 XXXX XXXXX XX 00000 Single Family 244000 20060501 74.70999908 No MI 1.00E+17 2.25 20110401 13.25 2.5 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G03 440000 2429.17 360 358 6.375 0 0 0.25 6.625 XXXXXXXXX XX 00000 Single Family 440000 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 1.875 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 527413.59 2856.82 360 358 6.25 0 0 0.25 6.5 XXXXX XX 00000 Single Family 528000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
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GI G02 108400 745.25 360 358 7.875 0 0 0.375 8.25 Xxxxx X Xxxxx XX 00000 Single Family 108400 20060501 80 No MI 1.00E+17 2.25 20110401 13.25 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G02 325268 1761.87 360 358 6.125 0 0 0.375 6.5 Xxxxxxxx XX 00000 PUD 325268 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G03 94500 590.63 360 358 7.125 0 0 0.375 7.5 Xxxxxxxxxxxx XX 00000 Single Family 94500 20060501 75 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G03 488000 3050.00 360 359 7.125 0 0 0.375 7.5 XXX XXXX XX 00000 Condominium 488000 20060601 80 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
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GI G02 146800 1024.54 360 357 8 0 0 0.375 8.375 Xxxxxxxx XX 00000 Condominium 146800 20060401 80 No MI 1.00E+17 2.25 20110301 13.375 2 1 First Lien Y 60 Prepay 360 60 N 20360301 AFL2
GI G02 122400 828.75 360 358 7.75 0 0 0.375 8.125 Xxxxxxxxx XX 00000 Townhouse 122500 20060501 79.98000336 No MI 1.00E+17 2.25 20110401 13.125 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
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GI G02 82400 549.33 360 359 7.625 0 0 0.375 8 Xxxxxx XX 00000 Single Family 82400 20060601 74.98000336 No MI 1.00E+17 2.25 20110501 13 1.875 1 First Lien Y 60 Prepay 360 60 N 20360501 AFL2
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GI G03 292779.44 1799.37 360 357 7 0 0 0.375 7.375 XXXXXXXXXX XX 00000 Townhouse 292800 20060401 80 No MI 1.00E+17 2.25 20110301 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 231000 1588.13 360 360 7.875 0 0 0.375 8.25 Xxxxxx Xxxxx XX 00000 Single Family 231000 20060701 75 No MI 1.00E+17 2.25 20110601 13.25 1.875 1 First Lien Y 60 Prepay 360 60 N 20360601 AFL2
GI G02 367665.31 2606.10 360 358 7.25 0 0 0.375 0.000 XXXX XXXX XXXXX XX 00000 PUD 368200 20060501 78.45999908 No MI 1.00E+17 2.25 20110401 12.625 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
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GI G03 110250 689.06 360 359 7.125 0 0 0.375 7.5 XXXXXXXXXXXX XX 00000 PUD 110250 20060601 75 No MI 1.00E+17 2.25 20110501 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G03 139789.54 978.90 360 358 7.125 0 0 0.375 7.5 Xxxxx Xxxxxxx XX 00000 Single Family 140000 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 2 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
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XXXX G02 336353 1786.88 360 359 6.125 0 0 0.25 0.000 XXXXX XXX XXXXX XX 00000 PUD 336353 20060601 80 No MI 1.00E+17 2.25 20110501 11.375 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GI G01 254368 1589.80 360 359 7.25 0 0 0.25 7.5 XXXXXXXXXXXX XX 00000 PUD 254368 20060601 90 Republic MIC 1.00E+17 2.25 20110501 12.5 2 2 First Lien Y 60 No_PP 360 60 N 20360501 ADN1
GIII G03 1000000 5729.17 360 358 6.625 0 0 0.25 6.875 XXX XXXXX XX 00000 PUD 1000000 20060501 69.79000092 No MI 1.00E+17 2.25 20110401 11.875 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GI G03 169600 1042.33 360 358 7 0 0 0.375 7.375 XXXXXX XXXXX XX 00000 PUD 169600 20060501 80 No MI 3.75 20110401 12.375 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GII G02 431200 2425.50 360 360 6.375 0 0 0.375 6.75 XXX XXXXX XX 00000 2-4 Family 431200 20060701 80 No MI 3 20110601 11.75 3.375 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GII G02 209049 1175.90 360 360 6.375 0 0 0.375 6.75 XX XXXXX XX 00000 Condominium 209049 20060701 80 No MI 5.25 20110601 11.75 2.625 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GII G03 416000 2513.33 360 360 6.875 0 0 0.375 7.25 XXXXXXXXX XX 00000 Single Family 416000 20060701 80 No MI 3.25 20110601 13.25 4.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 391000 2241.25 360 358 6.5 0 0 0.375 6.875 XXXXXXXX XX 00000 2-4 Family 391200 20060501 80 No MI 3 20110401 11.875 2.875 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G03 175920 1172.80 360 359 7.625 0 0 0.375 8 XXXXXXX XX 00000 Condominium 175920 20060601 80 No MI 5.25 20110501 13 2.625 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GI G03 420000 2972.73 360 360 7.25 0 0 0.375 7.625 XXXXXXX XXXXX XX 00000 PUD 420000 20060801 80 No MI 3.5 20110701 12.625 4.875 2 First Lien N 0 Prepay 360 60 N 20360701 ADN1
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GI G03 204000 1445.00 360 360 8.125 0 0 0.375 8.5 XXXXXXXXX XX 00000 PUD 204000 20060701 80 No MI 5.25 20110601 13.5 2.625 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 292000 1794.58 360 360 7 0 0 0.375 7.375 XXXXX XXXXXXX XX 00000 Single Family 292000 20060801 80 No MI 4.25 20110701 12.375 4.875 2 First Lien Y 120 No_PP 360 60 N 20360701 ADN1
GII G02 244000 1623.34 360 360 6.625 0 0 0.375 7 XXXXXX XX 00000 Single Family 244000 20060701 80 No MI 4.25 20110601 12 3.875 2 First Lien N 0 Prepay 360 60 N 20360601 ADN1
GI G03 93600 615.95 360 360 7.125 0 0 0.375 7.5 XXXXXX XXXXX XX 00000 Single Family 93600 20060701 80 No MI 3.875 20110601 12.5 3.875 2 First Lien N 0 Prepay 480 60 N 20360601 ADN1
GI G03 208000 1278.33 360 360 7 0 0 0.375 7.375 XXXXXXXXXX XX 00000 Condominium 208000 20060701 80 No MI 3.25 20110601 12.375 2.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 229562.46 1637.67 360 359 8.125 0 0 0.375 8.5 XXXXXX XX 0000 2-4 Family 231200 20060601 80 No MI 5.25 20110501 13.5 2.875 2 First Lien Y 120 No_PP 360 60 N 20360501 ADN1
GI G03 308000 1892.92 360 360 7 0 0 0.375 7.375 XXXXXXXX XX 00000 PUD 308000 20060701 80 No MI 3.5 20110601 12.375 4.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 199872.47 1502.53 360 359 7.875 0 0 0.375 8.25 XXXXXXX XX 0000 Single Family 200000 20060601 80 No MI 5.25 20110501 13.25 3.125 2 First Lien N 0 Prepay 360 60 N 20360501 ADN1
GI G03 182000 1137.50 360 360 7.125 0 0 0.375 7.5 XXXXXXXXX XX 00000 Single Family 182000 20060701 80 No MI 3 20110601 12.5 4.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GII G01 133200 874.13 360 360 7.5 0 0 0.375 7.875 XXXXXXX XX 00000 Condominium 133200 20060801 80 No MI 3 20090701 13.875 2.625 2 First Lien Y 120 Prepay 360 36 N 20360701 ADN1
GI G03 224000 1494.81 360 360 7.25 0 0 0.375 7.625 XXXXXXXXX XX 00000 Single Family 224000 20060701 80 No MI 3.375 20110601 12.625 2.625 2 First Lien N 0 Prepay 480 60 N 20360601 ADN1
GII G02 182400 1045.00 360 360 6.5 0 0 0.375 6.875 XXXXXXX XX 0000 Single Family 182400 20060701 80 No MI 3 20110601 11.875 3 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 87200 655.10 360 360 7.875 0 0 0.375 8.25 XXXXXXXXX XX 00000 PUD 87200 20060701 80 No MI 4.25 20110601 13.25 2.625 2 First Lien N 0 Prepay 360 60 N 20360601 ADN1
GI G03 133600 960.25 360 360 8.25 0 0 0.375 8.625 XXXXXXXX XX 00000 Single Family 133600 20060701 80 No MI 3.5 20110601 13.625 3.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GII G02 292000 1672.92 360 360 6.5 0 0 0.375 6.875 XXXXX XX 00000 Townhouse 292000 20060701 80 No MI 3.75 20110601 11.875 3.125 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
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GI G03 166400 1079.69 360 360 7 0 0 0.375 7.375 XXXXXXXXXX XX 00000 Single Family 166400 20060701 80 No MI 4.375 20110601 12.375 4.875 2 First Lien N 0 Prepay 480 60 N 20360601 ADN1
GI G03 134880 885.15 360 360 7.5 0 0 0.375 7.875 XXXXXXX XX 00000 Condominium 134880 20060701 80 No MI 5.25 20110601 12.875 4 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 198800 1304.63 360 360 7.5 0 0 0.375 7.875 XXXXXXX XX 00000 PUD 198800 20060701 80 No MI 3 20110601 12.875 4.875 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GI G03 313856 2157.76 360 360 7.875 0 0 0.375 8.25 XXXXXXXXXX XX 00000 PUD 313856 20060701 80 No MI 5.25 20110601 13.25 2.625 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 130000 897.88 360 360 7 0 0 0.375 7.375 XXXXX XXXX XX 00000 PUD 130000 20060701 80 No MI 4.25 20110601 12.375 4.875 2 First Lien N 0 No_PP 360 60 N 20360601 ADN1
GII G02 345600 1908.00 360 360 6.25 0 0 0.375 6.625 XXXXXXXXX XX 00000 Single Family 345600 20060801 80 No MI 3.5 20110701 11.625 3.875 2 First Lien Y 120 No_PP 360 60 N 20360701 ADN1
GI G03 169600 1042.33 360 360 7 0 0 0.375 7.375 KEENE XX 0000 Single Family 169600 20060701 80 No MI 3 20110601 12.375 3.125 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 340000 2125.00 360 360 7.125 0 0 0.375 7.5 XXXXXXXXXX XX 00000 Single Family 340000 20060701 80 No MI 3 20110601 12.5 2.625 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 316800 2026.48 360 360 6.875 0 0 0.375 7.25 XXXXXXXXX XX 00000 2-4 Family 316800 20060701 80 No MI 3.125 20110601 12.25 2.625 2 First Lien N 0 Prepay 480 60 N 20360601 ADN1
GI G03 112042.93 737.57 360 359 7.125 0 0 0.375 7.5 XXXXXXX XX 00000 Condominium 112080 20060601 80 No MI 3.875 20110501 12.5 2.75 2 First Lien N 0 No_PP 480 60 N 20360501 ADN1
GII G03 240000 1450.00 360 360 6.875 0 0 0.375 7.25 XXXX XXXXX XX 00000 PUD 240000 20060801 80 No MI 3.75 20110701 12.25 3.5 2 First Lien Y 120 Prepay 360 60 N 20360701 ADN1
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GI G03 400800 2938.24 360 360 8.125 0 0 0.375 8.5 XXXXXXXX XX 00000 2-4 Family 400800 20060701 80 No MI 4.375 20090601 14.5 3.125 2 First Lien N 0 No_PP 480 36 N 20360601 ADN1
GI G03 240000 1866.70 360 360 8.25 0 0 0.375 8.625 EAST PROVIDENCE RI 2914 Single Family 240000 20060701 80 No MI 3.75 20110601 13.625 4 2 First Lien N 0 No_PP 360 60 N 20360601 ADN1
GI G03 308000 1925.00 360 360 7.125 0 0 0.375 7.5 XXXX XXXXX XX 00000 Single Family 308000 20060801 80 No MI 4.25 20110701 12.5 3.375 2 First Lien Y 120 Prepay 360 60 N 20360701 ADN1
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GI G03 220000 1443.75 360 360 7.5 0 0 0.375 7.875 TULARE XX 00000 Single Family 220000 20060701 80 No MI 3.75 20110601 12.875 3.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GII G03 288000 1964.67 360 360 6.875 0 0 0.375 7.25 XXXXXXXXXXX XX 00000 Single Family 288000 20060701 80 No MI 3.75 20110601 12.25 3.375 2 First Lien N 0 No_PP 360 60 N 20360601 ADN1
GI G03 197600 1296.75 360 360 7.5 0 0 0.375 7.875 XXXXXXXX XX 00000 Single Family 197600 20060701 80 No MI 5.25 20110601 12.875 3.375 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 500000 3125.00 360 360 7.125 0 0 0.375 7.5 XXX XXXXXXX XX 00000 2-4 Family 500000 20060701 80 No MI 3.75 20110601 12.5 4.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 172000 1202.65 360 360 7.125 0 0 0.375 7.5 XXXX XXXXX XX 00000 PUD 172000 20060701 80 No MI 3 20110601 12.5 3.375 2 First Lien N 0 Prepay 360 60 N 20360601 ADN1
GII G02 261536.42 1677.61 360 358 6.25 0 0 0.375 6.625 XXX XXXXXXX XX 00000 Single Family 262000 20060501 80 No MI 3.75 20110401 12.625 2.625 1 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GI G03 288800 1805.00 360 360 7.125 0 0 0.375 7.5 XX XXXX XX 00000 PUD 288800 20060701 80 No MI 5.25 20110601 12.5 3.375 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 121520 949.38 360 357 9 0 0 0.375 9.375 XXXXX XX 00000 Condominium 121520 20060401 80 No MI 2.75 20110301 14.375 4.875 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GI G03 416000 2643.33 360 360 7.25 0 0 0.375 7.625 EAST XXXXXXXX XX 00000 Townhouse 416000 20060801 80 No MI 3.5 20110701 12.625 2.375 2 First Lien Y 120 No_PP 360 60 N 20360701 ADN1
GII G03 378408 2246.80 360 360 6.75 0 0 0.375 7.125 XXXXXXXXX XX 00000 Single Family 378408 20060701 80 No MI 3.5 20110601 12.125 3.125 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 83120 661.34 360 360 8.5 0 0 0.375 8.875 XXXXXXXXX XX 00000 Single Family 83120 20060701 80 No MI 5.25 20110601 13.875 3.125 2 First Lien N 0 No_PP 360 60 N 20360601 ADN1
GI G03 460000 3198.43 360 360 7.625 0 0 0.375 8 XXXXXXX XX 00000 Single Family 460000 20060701 80 No MI 5.375 20110601 13 4.875 2 First Lien N 0 Prepay 480 60 N 20360601 ADN1
GI G03 291400 1487.35 360 359 5.75 0 0 0.375 6.125 XXX XXXXX XX 00000 Condominium 291400 20060601 80 No MI 4.25 20090501 12.125 5 2 First Lien Y 120 Prepay 360 36 N 20360501 ADN1
GI G03 513434 3208.96 360 359 7.125 0 0 0.375 7.5 XXXXXXXX XX 00000 PUD 513434 20060601 80 No MI 4.125 20110501 12.5 3.875 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GI G03 238524 1366.54 360 359 6.5 0 0 0.375 6.875 XXXXXXXXX XX 00000 Condominium 238524 20060601 80 No MI 4.25 20090501 12.875 3.75 2 First Lien Y 120 Prepay 360 36 N 20360501 ADN1
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GI G03 298985.52 2170.13 360 359 7.5 0 0 0.375 7.875 XXXXX XXXXXX XX 00000 Single Family 299300 20060601 80 No MI 3.75 20110501 13.875 3.375 1 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G03 188000 1378.22 360 360 8.125 0 0 0.375 8.5 LAKE IN XXX XXXXX XX 00000 Single Family 188000 20060701 80 No MI 3.625 20110601 13.5 3.375 2 First Lien N 0 No_PP 480 60 N 20360601 ADN1
GII G03 408000 2465.00 360 360 6.875 0 0 0.375 7.25 XXX XXXXX XX 00000 2-4 Family 408000 20060701 80 No MI 3 20110601 12.25 3.25 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 558776.34 3963.64 360 357 7.25 0 0 0.375 7.625 XXXXXXXX XX 00000 2-4 Family 560000 20060401 70 No MI 2.75 20110301 13.625 2.625 2 First Lien N 0 No_PP 360 60 N 20360301 ADN1
GII G03 215960 1282.26 360 359 6.75 0 0 0.375 7.125 XXXXXX XX 00000 Single Family 215960 20060601 80 No MI 3.5 20110501 13.125 2.375 2 First Lien Y 120 Prepay 360 60 N 20360501 ADN1
GII G02 345250 1942.03 360 360 6.375 0 0 0.375 6.75 XXXXXXXXXXX XX 00000 Single Family 345250 20060801 80 No MI 4.25 20110701 11.75 3.125 2 First Lien Y 120 No_PP 360 60 N 20360701 ADN1
GI G03 233863.42 1596.61 360 359 6.875 0 0 0.375 7.25 XXXXX XXXXXX XX 00000 Single Family 234046 20060601 80 No MI 3 20110501 12.25 3.875 2 First Lien N 0 No_PP 360 60 N 20360501 ADN1
GI G03 276000 1725.00 360 360 7.125 0 0 0.375 7.5 XXXXXXXX XX 00000 PUD 276000 20060701 80 No MI 4 20110601 13.5 2.625 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GI G03 283200 1829.00 360 360 7.375 0 0 0.375 7.75 XXXXXXXXX XX 00000 Single Family 283200 20060801 80 No MI 5.25 20110701 12.75 3.625 2 First Lien Y 120 No_PP 360 60 N 20360701 ADN1
GI G03 99991.64 645.83 360 357 7.375 0 0 0.375 7.75 XXXXXXXX XX 00000 Single Family 100000 20060401 80 No MI 2.75 20110301 13.75 4.875 2 First Lien Y 60 No_PP 360 60 N 20360301 ADN1
GI G03 220800 1495.00 360 360 7.75 0 0 0.375 8.125 XXXXXXXXXX XX 00000 PUD 220800 20060701 80 No MI 4.25 20110601 13.125 2.375 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GII G02 252400 1446.04 360 360 6.5 0 0 0.375 6.875 XXX XXXXX XX 00000 Condominium 252400 20060701 80 No MI 3.5 20110601 11.875 3.875 2 First Lien Y 120 Prepay 360 60 N 20360601 ADN1
GII G02 271200 1469.00 360 360 6.125 0 0 0.375 6.5 XXXXXXXXXX XX 00000 PUD 271200 20060701 80 No MI 3.5 20110601 11.5 3.125 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GII G02 320000 1866.67 360 360 6.625 0 0 0.375 7 XXXXXXXX XX 00000 Single Family 320000 20060801 80 No MI 3.25 20110701 12 3.125 2 First Lien Y 120 Prepay 360 60 N 20360701 ADN1
GII G02 280000 1839.40 360 360 6.5 0 0 0.375 6.875 XXXXX XXXXX XX 00000 Single Family 280000 20060701 80 No MI 3.75 20110601 11.875 2.875 2 First Lien N 0 No_PP 360 60 N 20360601 ADN1
GI G03 268000 1647.08 360 360 7 0 0 0.375 7.375 XXXXXXXXXXX XX 00000 Single Family 268000 20060701 80 No MI 3.5 20110601 12.375 3.375 2 First Lien Y 120 No_PP 360 60 N 20360601 ADN1
GI G01 422500 3100.16 360 360 7.625 0 0 0.375 8 XXXXXXXXXX XX 0000 Single Family 422500 20060701 65 No MI 1.00E+17 2.25 20110601 14 3.125 2 First Lien N 0 No_PP 360 60 N 20360601 AFL2
GII G03 255520 1330.83 360 359 5.875 0 0 0.375 6.25 Xxxxxxxxxxxxx XX 00000 Single Family 255520 20060601 80 No MI 1.00E+17 2.25 20110501 11.25 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 88000 595.83 360 359 7.75 0 0 0.375 8.125 Xxxxxx XX 00000 Single Family 88000 20060601 80 No MI 1.00E+17 2.25 20110501 13.125 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GIII G02 140000 918.75 360 356 7.625 0 0 0.25 7.875 XXXX XXXXX XX 00000 2-4 Family 140000 20060301 80 No MI 1.00E+17 2.75 20110201 13.875 2 2 First Lien Y 120 No_PP 360 60 N 20360201 ADN1
GII G02 290000 1691.67 360 359 6.625 0 0 0.375 7 Xxxxxxxxx XX 00000 Single Family 290000 20060601 79.44999695 No MI 1.00E+17 2.25 20110501 12 2.5 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 277500 1965.63 360 360 8.125 0 0 0.375 8.5 Xxxx XX 00000 Single Family 277500 20060701 75 No MI 1.00E+17 2.25 20110601 13.5 1.875 1 First Lien Y 60 Prepay 360 60 N 20360601 AFL2
GI G03 140706 864.76 360 358 7 0 0 0.375 7.375 Xxxxxxxxxxx XX 00000 PUD 140706 20060501 80 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 113360 791.16 360 360 8 0 0 0.375 8.375 XXXXXXX XX 00000 Single Family 113360 20060701 80 No MI 1.00E+17 2.25 20110601 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360601 AFL2
GII G02 118950 681.48 360 355 6.5 0 0 0.375 6.875 Xxxxxxxxxxx XX 00000 PUD 118950 20060201 65 No MI 1.00E+17 2.25 20110101 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360101 AFL2
GI G01 425000 2611.98 360 357 7.125 0 0 0.25 7.375 XXXXXXXXXX XX 00000 Single Family 425000 20060401 73.91000366 No MI 1.00E+17 3.25 20110301 12.375 2 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 295999.27 1695.83 360 358 6.625 0 0 0.25 6.875 XXXXXXXXXXX XX 00000 Single Family 296000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GI G02 240000 1625.00 360 358 7.75 0 0 0.375 8.125 Xxxxxxxxxxx XX 00000 2-4 Family 240000 20060501 75 No MI 2.25 20110401 13.125 2 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GIII G03 524086.89 3492.51 360 358 6.75 0 0 0.25 7 XXXXXXXX XX 00000 PUD 524950 20060501 75 No MI 1.00E+17 2.25 20110401 12 1.875 2 First Lien N 0 No_PP 360 60 N 20360401 ADN1
GIII G02 416068.98 2258.70 360 357 6.25 0 0 0.25 6.5 XXXXXX XX 00000 Single Family 416990 20060401 78.91999817 No MI 1.00E+17 2.25 20110301 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G02 225880 1294.10 360 357 6.625 0 0 0.25 6.875 XXXXXXXX XX 00000 Single Family 225880 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GI G01 531000 3429.38 360 358 7.5 0 0 0.25 7.75 XXX XXXX XX 00000 Single Family 531000 20060501 74.58000183 No MI 1.00E+17 2.25 20110401 12.75 2 2 First Lien Y 60 Prepay 360 60 N 20360401 ADN1
GIII G01 368000 1840.00 360 358 5.75 0 0 0.25 6 XXXXXXXXXX XX 00000 Single Family 368000 20060501 80 No MI 1.00E+17 2.25 20110401 11 2 1 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G01 732000 4727.50 360 358 7.375 0 0 0.375 7.75 XXXXXXXX XX 00000 Single Family 732000 20060501 80 No MI 2.25 20110401 12.75 2 1 First Lien Y 120 Prepay 360 60 N 20360401 XXXX
GIII G03 423200 2424.58 360 357 6.625 0 0 0.25 6.875 XXXXXX XXXXXXXXX XX 00000 Single Family 423200 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 2 Xxxxx Xxxx X 000 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 526960 2909.26 360 358 6.375 0 0 0.25 6.625 XXXXXXX XX 00000 Condominium 526960 20060501 80 No MI 1.00E+17 2.25 20110401 11.625 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GI G02 157500 1050.00 360 358 7.625 0 0 0.375 8 Xxxxx Xxxxx XX 00000 2-4 Family 157500 20060501 75 No MI 1.00E+17 2.25 20110401 13 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 229999.72 1365.62 360 353 6.75 0 0 0.375 7.125 Xxxxxx Xxxxx XX 00000 2-4 Family 230000 20051201 58.22999954 No MI 1.00E+17 2.25 20101101 12.125 1.875 1 First Lien Y 120 Prepay 360 60 N 20351101 AFL2
GI G02 107993.75 753.71 360 359 8 0 0 0.375 8.375 Xxxxxxxxx XX 00000 Single Family 108000 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 350000 2260.42 360 358 7.375 0 0 0.375 7.75 XXX XXXXXXX XX 00000 Single Family 350000 20060501 60.86999893 No MI 1.00E+17 2.25 20110401 12.75 1.875 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GI G02 236000 1548.75 360 358 7.5 0 0 0.375 7.875 XXX XXXX XX 00000 Single Family 236000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 212000 1391.25 360 357 7.5 0 0 0.375 7.875 Xxxx Xxxxxxxxxx XX 00000 PUD 212000 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GII G02 143856 839.16 360 358 6.625 0 0 0.375 7 XXXXX XX 00000 Single Family 143856 20060501 80 No MI 2.25 20110401 12 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 95880.24 729.67 360 358 8 0 0 0.375 8.375 Xxxxxxx XX 00000 Single Family 96000 20060501 80 No MI 1.00E+17 2.375 20080401 13.375 1.875 1 First Lien N 0 No_PP 360 24 N 20360401 AFL2
GI G02 187500 1308.59 360 358 8 0 0 0.375 8.375 Xxxxxxx XX 00000 Single Family 187500 20060501 75 No MI 1.00E+17 2.25 20110401 13.375 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GI G02 139200 971.50 360 358 8 0 0 0.375 8.375 Xxxxxxxx XX 00000 Single Family 139200 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G03 629437.56 4141.94 360 358 6.5 0 0 0.375 6.875 Xxxxxx XX 00000 Single Family 630500 20060501 65 No MI 1.00E+17 2.25 20110401 11.875 1.875 1 First Lien N 0 Prepay 360 60 N 20360401 AFL2
GI G03 97300.19 674.10 360 356 7 0 0 0.375 7.375 XXXXXXXXXX XX 00000 Single Family 97600 20060301 80 No MI 1.00E+17 2.25 20110201 12.375 1.875 1 First Lien N 0 No_PP 360 60 N 20360201 AFL2
GII G03 580000 3020.83 360 353 5.875 0 0 0.375 6.25 XXX XXXX XX 00000 Single Family 580000 20051201 80 No MI 1.00E+17 2.25 20101101 11.25 3.25 1 First Lien Y 120 Prepay 360 60 N 20351101 AFL2
GI G02 138400 908.25 360 358 7.5 0 0 0.375 7.875 Xxx Xxxx XX 00000 PUD 138400 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 1.875 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GI G02 72975 509.30 360 358 8 0 0 0.375 8.375 Xxxxxxx XX 00000 Single Family 72975 20060501 74.45999908 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GII G02 210360 1227.10 360 358 6.625 0 0 0.375 7 Xxxxxxx XX 00000 Condominium 210360 20060501 80 No MI 1.00E+17 2.25 20110401 12 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 405156 2658.84 360 357 7.5 0 0 0.375 7.875 XXXXXXX XX 00000 PUD 405156 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GI G02 108050 742.84 360 358 7.875 0 0 0.375 8.25 Xxx Xxxxxxx XX 00000 PUD 108050 20060501 69.98999786 No MI 1.00E+17 2.25 20110401 13.25 1.875 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GII G03 267579.68 1393.64 360 356 5.875 0 0 0.375 6.25 Xxxxxxxxxx XX 00000 Single Family 268000 20060301 80 No MI 1.00E+17 2.25 20110201 12.25 1.875 2 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GI G03 327017.16 2293.42 360 356 7.125 0 0 0.375 7.5 Xxxxxxxxx XX 00000 Single Family 328000 20060301 80 No MI 1.00E+17 2.25 20110201 12.5 1.875 1 First Lien N 0 Prepay 360 60 N 20360201 AFL2
GII G03 487500 2894.53 360 356 6.75 0 0 0.375 7.125 Xxxxxxx Xxxxx XX 00000 Single Family 487500 20060301 63.31000137 No MI 1.00E+17 2.25 20110201 12.125 1.875 1 First Lien Y 120 Prepay 360 60 N 20360201 AFL2
GI G02 155442.34 1117.60 360 355 7.375 0 0 0.375 7.75 Xxxxxx Xxxxx XX 00000 Single Family 156000 20060201 80 No MI 1.00E+17 2.25 20110101 12.75 1.875 1 First Lien N 0 Prepay 360 60 N 20360101 AFL2
GI G02 134300 867.35 360 356 7.375 0 0 0.375 7.75 Xxxxxxx XX 00000 Single Family 134300 20060301 79.98999786 No MI 1.00E+17 2.25 20110201 12.75 1.875 1 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GI G01 994000 6626.67 360 358 7.625 0 0 0.375 8 XXXXX XXXXXX XX 00000 Single Family 994000 20060501 70 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GII G03 500000 2916.67 360 356 6.625 0 0 0.375 7 Xxxxxxxx XX 00000 Single Family 500000 20060301 64.94000244 No MI 2.25 20110201 12 1.875 1 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GII G01 312436 1790.00 360 358 6.5 0 0 0.375 6.875 Xxxxxxxx XX 00000 Single Family 312436 20060501 80 No MI 1.00E+17 2.25 20090401 11.875 1.875 2 First Lien Y 120 No_PP 360 36 N 20360401 AFL2
GI G02 228750 1596.48 360 358 8 0 0 0.375 8.375 Xxxxxxxxxxx XX 00000 Single Family 228750 20060501 75 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GI G02 144000 1005.00 360 359 8 0 0 0.375 8.375 Xxxxxxx XX 00000 Single Family 144000 20060601 80 No MI 1.00E+17 2.25 20110501 13.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360501 AFL2
GI G02 269250 1823.05 360 356 7.75 0 0 0.375 8.125 Xxxxxxx XX 00000 Single Family 269250 20060301 75 No MI 1.00E+17 2.25 20110201 13.125 1.875 1 First Lien Y 60 Prepay 360 60 N 20360201 AFL2
GII G02 187124 1072.06 360 356 6.5 0 0 0.375 6.875 XXXXXXX XX 00000 Condominium 187124 20060301 70 No MI 1.00E+17 2.25 20110201 11.875 1.875 1 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GII G03 570115 3147.51 360 357 6.25 0 0 0.375 6.625 XXXXXX XX 00000 Single Family 570115 20060401 80 No MI 1.00E+17 2.25 20110301 11.625 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G02 176800 957.67 360 358 6.25 0 0 0.25 6.5 XXXXXXX XXXX XX 00000 PUD 176800 20060501 80 No MI 1.00E+17 2.25 20110401 12.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G02 137000 827.71 360 357 7 0 0 0.25 7.25 XXXXXXXX XX 00000 Single Family 137000 20060401 72.87000275 No MI 1.00E+17 2.25 20110301 13.25 2 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GI G02 136500 881.56 360 358 7.375 0 0 0.375 7.75 Xxxxxx Xxxx XX 00000 PUD 136500 20060501 70 No MI 1.00E+17 2.25 20110401 12.75 2 1 First Lien Y 60 No_PP 360 60 N 20360401 AFL2
GIII G02 167592 925.25 360 358 6.375 0 0 0.25 6.625 XXXXX XXXXX XX 00000 PUD 167740 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 1.875 2 Xxxxx Xxxx X 000 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 395246.56 2438.24 360 358 6 0 0 0.25 6.25 XXXXXXX XX 00000 PUD 396000 20060501 80 No MI 1.00E+17 2.25 20110401 12.25 2 2 First Lien N 0 Prepay 360 60 N 20360401 ADN1
GII G01 328544 1848.06 360 358 6.375 0 0 0.375 6.75 Xxxxxxxx XX 00000 PUD 328544 20060501 80 No MI 1.00E+17 2.25 20090401 12.75 2 2 First Lien Y 120 No_PP 360 36 N 20360401 AFL2
GIII G01 211500 1057.50 360 358 5.75 0 0 0.25 6 XXXXXXXX XX 00000 Single Family 211500 20060501 76.91000366 No MI 1.00E+17 2.25 20110401 12 1.875 2 Xxxxx Xxxx X 000 Xxxxxx 000 00 X 00000000 XXX0
XXXX G02 148720 929.50 360 357 7.25 0 0 0.25 7.5 XXXX XXXX XXXXX XX 00000 Condominium 148720 20060401 80 No MI 1.00E+17 2.25 20110301 13.5 2 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G01 333600 1668.00 360 358 5.75 0 0 0.25 6 XXXXXXXX XX 00000 Single Family 333600 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G03 900000 4875.00 360 358 6.25 0 0 0.25 6.5 SANTA XXXX XXXXX XX 00000 Single Family 900000 20060501 79.72000122 No MI 1.00E+17 2.25 20110401 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GII G03 276160 1639.70 360 356 6.75 0 0 0.375 7.125 XXX XXXXX XX 00000 Single Family 276160 20060301 80 No MI 1.00E+17 2.25 20110201 12.125 2 1 First Lien Y 120 No_PP 360 60 N 20360201 AFL2
GIII G02 289250 1596.90 360 358 6.375 0 0 0.25 6.625 XXXXXXXX XX 00000 PUD 289250 20060501 65 No MI 1.00E+17 2.25 20110401 12.625 1.875 2 Xxxxx Xxxx X 000 Xxxxxx 000 00 X 00000000 XXX0
XXXX G01 348000 1776.25 360 358 5.875 0 0 0.25 6.125 XXXX XX 00000 Single Family 348000 20060501 80 No MI 1.00E+17 2.25 20110401 12.125 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G01 304000 1456.67 360 357 5.5 0 0 0.25 5.75 XXXXXXXXX XX 00000 Single Family 304000 20060401 80 No MI 1.00E+17 2.25 20110301 11.75 2 2 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 320000 1733.33 360 357 6.25 0 0 0.25 6.5 XXXXXXXX XX 00000 Condominium 320000 20060401 80 No MI 1.00E+17 2.25 20110301 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G03 516968.14 2748.55 360 358 6.125 0 0 0.25 6.375 XXXXXXXXXX XX 0000 Single Family 522750 20060501 85 Republic MIC 1.00E+17 2.25 20110401 12.375 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G02 400000 2208.33 360 358 6.375 0 0 0.25 6.625 XXXXXX XXXXX XX 00000 Condominium 400000 20060501 76.76999664 No MI 1.00E+17 2.25 20110401 12.625 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GI G02 180000 1162.50 360 358 7.375 0 0 0.375 7.75 XXXXXX XX 00000 Single Family 180000 20060501 80 No MI 1.00E+17 2.25 20110401 12.75 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G03 643200 3685.00 360 357 6.625 0 0 0.25 6.875 XXXXXXX XXXXX XX 00000 Single Family 643200 20060401 80 No MI 1.00E+17 2.25 20110301 12.875 1.875 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GII G03 352000 2156.00 360 358 6.975 0 0 0.375 7.35 Xxxxxxx XX 00000 Single Family 352000 20060501 80 No MI 1.00E+17 2.25 20110401 12.35 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G01 402417.26 2454.75 360 356 5.875 0 0 0.25 6.125 XXXXXXXXXXXX XX 00000 PUD 404000 20060301 80 No MI 1.00E+17 2.25 20110201 11.125 1.875 1 First Lien N 0 Prepay 360 60 N 20360201 ADN1
GIII G02 239320.54 1556.64 360 357 6.5 0 0 0.25 6.75 XXX XXXXX XX 00000 PUD 240000 20060401 77.91999817 No MI 1.00E+17 2.25 20110301 11.75 2 1 First Lien N 0 Prepay 360 60 N 20360301 ADN1
GIII G02 404000 2230.42 360 357 6.375 0 0 0.25 6.625 XXXXXXXXXX XX 00000 Single Family 404000 20060401 80 No MI 1.00E+17 2.25 20110301 11.625 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G03 616000 3272.50 360 357 6.125 0 0 0.25 6.375 XXX XXXXX XX 00000 Single Family 616000 20060401 80 No MI 1.00E+17 2.25 20110301 11.375 2 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G03 424000 2650.00 360 357 7.25 0 0 0.25 7.5 XXX XXXXX XX 00000 PUD 424000 20060401 80 No MI 1.00E+17 2.75 20110301 13.5 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G02 186000 1085.00 360 357 6.75 0 0 0.25 7 XXXXXXX XX 00000 Single Family 186000 20060401 80 No MI 1.00E+17 2.25 20110301 12 2.5 1 First Lien Y 120 Prepay 360 60 N 20360301 ADN1
GIII G02 173920 1177.58 360 356 7.875 0 0 0.25 8.125 XXXXX XX 00000 Condominium 173920 20060301 80 No MI 1.00E+17 2.25 20110201 13.125 2 2 First Lien Y 120 Prepay 360 60 N 20360201 ADN1
GIII G03 460000 2922.92 360 358 7.375 0 0 0.25 7.625 XXX XXXX XX 00000 Condominium 460000 20060501 80 No MI 1.00E+17 2.25 20110401 13.625 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G03 420000 2100.00 360 358 5.75 0 0 0.25 6 XXXXXXXXX XX 00000 PUD 420000 20060501 80 No MI 1.00E+17 2.25 20110401 12 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GII G02 129025 752.65 360 359 6.625 0 0 0.375 7 XXX XXXXXX XX 00000 Single Family 129025 20060601 65 No MI 1.00E+17 2.25 20110501 12 2 1 First Lien Y 120 No_PP 360 60 N 20360501 AFL2
GI G02 163544.05 1189.12 360 356 7.5 0 0 0.375 7.875 Xxxxx Xxxx XX 00000 Single Family 164000 20060301 80 No MI 1.00E+17 2.25 20110201 12.875 1.875 1 First Lien N 0 No_PP 360 60 N 20360201 AFL2
GIII G01 101399.88 464.75 360 358 5.25 0 0 0.25 5.5 XXXXXXXXX XX 00000 Single Family 101400 20060501 75.11000061 No MI 1.00E+17 2.25 20110401 11.5 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G03 436000 2361.67 360 358 6.25 0 0 0.25 6.5 XXXXXXX XX 00000 Single Family 436000 20060501 76.48999786 No MI 1.00E+17 2.25 20110401 11.5 2 2 First Lien Y 60 No_PP 360 60 N 20360401 ADN1
GIII G02 256992.78 1422.17 360 356 6.375 0 0 0.25 6.625 XXXXXXXX XX 00000 Single Family 257600 20060301 80 No MI 1.00E+17 2.75 20110201 12.625 2 2 First Lien Y 120 Prepay 360 60 N 20360201 ADN1
GIII G03 1401512.83 8665.63 360 358 7.125 0 0 0.25 7.375 XXXX XXXXX XXXXX XX 00000 Single Family 1410000 20060501 75 No MI 1.00E+17 2.25 20110401 12.375 2.5 2 Xxxxx Xxxx X 00 Xxxxxx 000 00 X 00000000 XXX0
XXXX G03 500000 3020.83 360 358 7 0 0 0.25 7.25 XXXXXX XX 00000 Single Family 500000 20060501 79.37000275 No MI 1.00E+17 2.25 20110401 13.25 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G02 297600 1891.00 360 358 7.25 0 0 0.375 7.625 Xxxxxxxxxxxx XX 00000 PUD 297600 20060501 80 No MI 1.00E+17 2.25 20110401 12.625 2 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
GIII G02 225884.93 1364.93 360 358 7 0 0 0.25 7.25 XXXXXXX XXXXX XX 00000 Condominium 225920 20060501 80 No MI 1.00E+17 2.25 20110401 13.25 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GI G02 93110.68 692.71 360 357 7.75 0 0 0.375 8.125 XXXXXXX XX 00000 PUD 93295 20060401 80 No MI 1.00E+17 2.25 20110301 13.125 2 1 First Lien N 0 Prepay 360 60 N 20360301 AFL2
GIII G02 224500 1192.66 360 357 6.125 0 0 0.25 6.375 XXXXXXXX XX 00000 Single Family 224500 20060401 49.88999939 No MI 1.00E+17 2.25 20110301 12.375 1.875 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G02 268000 1535.42 360 358 6.625 0 0 0.25 6.875 XXXXXX XXXX XX 00000 PUD 268000 20060501 80 No MI 1.00E+17 2.25 20110401 12.875 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GII G02 295950 1726.37 360 357 6.625 0 0 0.375 7 Xxx Xxxx XX 00000 Condominium 295950 20060401 79.98999786 No MI 1.00E+17 2.25 20110301 12 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
GIII G03 543110 3111.57 360 358 6.625 0 0 0.25 6.875 XXXXXXX XX 00000 Condominium 543110 20060501 80 No MI 1.00E+17 2.25 20110401 11.875 1.875 2 Xxxxx Xxxx X 00 Xx_XX 000 00 X 00000000 XXX0
XXXX G01 233000 1213.54 360 358 6 0 0 0.25 6.25 XXXXXXXX XX 00000 PUD 233000 20060501 72.80999756 No MI 1.00E+17 2.25 20110401 12.25 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GII G02 95920 539.55 360 358 6.375 0 0 0.375 6.75 Xxxxxx XX 00000 Single Family 95920 20060501 80 No MI 2.25 20110401 11.75 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 121499.9 734.06 360 358 7 0 0 0.25 7.25 XXXX XXXXXX XX 00000 Condominium 121500 20060501 79.98999786 No MI 1.00E+17 2.25 20110401 13.25 2 2 First Lien Y 120 Prepay 360 60 N 20360401 ADN1
GII G01 325000 1929.69 360 358 6.75 0 0 0.375 7.125 XXXXXXXXX XX 00000 Single Family 325000 20060501 62.5 No MI 1.00E+17 2.25 20090401 13.125 2 1 First Lien Y 120 Prepay 360 36 N 20360401 AFL2
GIII G02 221064.37 1336.00 360 357 7 0 0 0.25 7.25 XXXXXXXXXXX XX 00000 Single Family 221200 20060401 80 No MI 1.00E+17 2.25 20110301 12.25 1.875 1 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GII G02 360000 2100.00 360 357 6.625 0 0 0.375 7 XX XXXXXX XX 00000 Single Family 360000 20060401 80 No MI 1.00E+17 2.25 20110301 12 2 1 First Lien Y 120 Prepay 360 60 N 20360301 AFL2
GI G03 100400 617.04 360 358 7 0 0 0.375 7.375 XXXXX XXXXXX XX 00000 Single Family 100400 20060501 74.98000336 No MI 1.00E+17 2.25 20110401 12.375 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G03 649588.54 3588.54 360 358 6.375 0 0 0.25 6.625 XXXXXXX XX 00000 Single Family 650000 20060501 79.75 No MI 1.00E+17 2.25 20110401 12.625 1.875 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GI G02 231768 1569.26 360 358 7.75 0 0 0.375 8.125 Xxxxx Xxxxxxxxx XX 00000 PUD 231768 20060501 80 No MI 1.00E+17 2.25 20110401 13.125 2 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
GIII G02 226400 1226.33 360 357 6.25 0 0 0.25 6.5 XXXXXXXXX XX 00000 PUD 226400 20060401 80 No MI 1.00E+17 2.25 20110301 12.5 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GIII G02 287195.49 1796.75 360 357 6.125 0 0 0.25 6.375 XXXXXXXXXX XX 00000 Single Family 288000 20060401 80 No MI 1.00E+17 2.25 20110301 12.375 2 2 First Lien N 0 No_PP 360 60 N 20360301 ADN1
GIII G02 317547.42 1885.75 360 358 6.875 0 0 0.25 7.125 XXXX XXXXXXXXXX XX 00000 Condominium 317600 20060501 80 No MI 1.00E+17 2.25 20110401 13.125 2 2 First Lien Y 120 No_PP 360 60 N 20360401 ADN1
GIII G01 275000 1346.35 360 357 5.625 0 0 0.25 5.875 XXXXXXX XX 00000 Single Family 275000 20060401 32.34999847 No MI 1.00E+17 2.25 20110301 11.875 2 2 First Lien Y 120 No_PP 360 60 N 20360301 ADN1
GI G03 179440 1102.81 360 357 7 0 0 0.375 7.375 Xxxxxxxx XX 00000 PUD 179440 20060401 80 No MI 1.00E+17 2.25 20110301 12.375 2 1 First Lien Y 120 No_PP 360 60 N 20360301 AFL2
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GI G03 416999.66 2606.25 360 358 7.125 0 0 0.375 7.5 Xxxxxxxxxx XX 00000 PUD 417000 20060501 78.22000122 No MI 1.00E+17 2.25 20110401 12.5 1.875 1 First Lien Y 120 No_PP 360 60 N 20360401 AFL2
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GI G03 234798.02 1443.03 360 358 7 0 0 0.375 7.375 XXXXXXX XX 00000 Condominium 234800 20060501 72.25 No MI 1.00E+17 2.25 20110401 12.375 1.875 1 First Lien Y 120 Prepay 360 60 N 20360401 AFL2
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GI G02 111849.2 821.82 360 358 7.625 0 0 0.375 8 Xxxxxxxxx XX 00000 Single Family 112000 20060501 80 No MI 1.00E+17 2.25 20110401 13 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GI G02 123845.32 942.49 360 358 8 0 0 0.375 0.000 Xxxx Xxxxxx XX 00000 Single Family 124000 20060501 80 No MI 1.00E+17 2.25 20110401 13.375 1.875 1 First Lien N 0 No_PP 360 60 N 20360401 AFL2
GI G01 125250 730.62 360 360 6.625 0 0 0.375 7 Xxxxxxxxx XX 00000 Single Family 125250 20060701 75 No MI 1.00E+17 2.25 20110601 12 1.875 1 First Lien Y 60 No_PP 360 60 N 20360601 AFL2
GII G03 122071.86 812.82 360 359 6.625 0 0 0.375 7 Xxxxx Xxxxx XX 00000 Condominium 122172 20060601 80 No MI 1.00E+17 2.25 20110501 13 1.875 2 First Lien N 0 No_PP 360 60 N 20360501 AFL2
GII G03 188000 1037.92 360 359 6.25 0 0 0.375 6.625 Xxxxxxx XX 00000 Single Family 188000 20060601 80 No MI 1.00E+17 2.25 20110501 11.625 1.875 1 First Lien Y